GENERAL CONDITIONS OF SALE

1. OBJECT AND SCOPE OF APPLICATION OF THESE GENERAL CONDITIONS

1.1. These General Conditions govern all current and future contractual relationships between the parties related to the supply of components, equipment and hydraulic and pneumatic systems via the website www.fridle.it, as well as telephone orders, orders placed by e-mail, fax and in paper form. These must be coordinated with the special conditions that may be agreed in writing by the parties, or entered in the written order confirmation of the Supplier and, in the event of a conflict between general and special conditions, the special conditions shall prevail.
1.2. Unless specifically approved by the Supplier in writing, however, the General or Special Conditions that are included, recalled or disclosed by the Customer in his communications with the Supplier shall be deemed to have no effect.

2. FORMATION OF THE AGREEMENT

2.1. The Products can be selected by the Customer from a printed catalogue, offer or web catalogue (i.e. address and add direct link to the catalogue).
2.2. In the case of an offer from the web catalogue, this is understood to be made available to the public and is valid for a maximum of (30) thirty days from the date of publication. Orders must be sent to the Supplier only by e-mail (i.e. address and add reference) and will constitute a contractual proposal by the Customer. The Supplier may send a notice to the Customer by means of an acknowledgment of receipt, which takes charge of the same but is not the acceptance of the proposal. The Supplier will verify the Customer's data as well as the availability of the products requested. The Supplier reserves the right not to proceed with purchase orders that do not provide sufficient solvency guarantees, or that are incomplete or incorrect or in case of products which are not available, in which case the Supplier shall inform the Customer by e-mail that the agreement has not been completed.
2.3. The supply agreement is only finalised by the written confirmation of Order Acceptance by the Supplier or by the delivery of the order.
2.4. However, if the conditions specified in the Customer's order differ from those of the Supplier's written confirmation, the latter shall be valid as a new proposal and the agreement shall be deemed to have been completed as soon as the Customer begins to execute the same or accepts the products without express written reserve.
2.5. Except as provided in section 2.2, all offers from the Supplier shall be deemed valid only for the period of time indicated for the same and exclusively for full supply of the same as quoted.

3. TECHNICAL DATA, DRAWINGS AND DOCUMENTS CONCERNING THE SUPPLY

3.1. The data and illustrations resulting from the website and the catalogues, prospectuses, circulars or other illustrative documents of the Supplier are indicative and do not constitute an indication or instructions of use for the same. These data have no binding value unless expressly mentioned as such in the Supplier’s order confirmation.
3.2. The Supplier reserves the right at any time to make any modifications he deems appropriate to his products, notifying the Customer if the same affect product installation.
3.3. If the Customer proposes to make changes to the products, there must be full written agreement between the parties on the variations that these changes may have on the previously set prices and delivery periods, for these to become mandatory. Prices may also be subject to variation if the quantities ordered are reduced or more urgent deliveries are requested than those already agreed.
3.4. The Customer expressly undertakes not to use - for reasons other than those provided in the supply agreement - drawings, technical information and inventions concerning the products supplied, which remain the property of the Supplier and which the Customer cannot transfer to third parties nor reproduce and/or have reproduced without the written permission of the Supplier.
3.5. The Customer is required to inform the Supplier, prior to the conclusion of the agreement, of the existence of any special regulations to be respected in the country of final destination of the goods to be supplied.
3.6. The prices on the website www.fridle.it are valid at the time of order, but can be modified at any time by the Supplier, who, whenever he is aware of changes, undertakes to inform the Customer in advance. All prices published and/or displayed on the website are to be understood net of VAT in force at the time of invoicing and do not include any transportation or installation costs which, if requested, shall be quoted separately as also provided for in section 4.

4. EXCLUSIONS

4.1. Unless otherwise agreed in writing, the system design, installation of the supplied equipment, specific tests, manuals and training courses, start-up assistance and any performance and charges not mentioned in the written confirmation of the Supplier in its order acceptance are not included in the supply.
4.2. Similarly, packaging costs, taxes, stamp duties, customs duties and any other duties and charges are not included in the prices unless otherwise stated in the Supplier’s written order confirmation.

5. DELIVERIES

5.1. Unless otherwise agreed, supplies are understood for goods rendered Ex Works. With the remittal of the material to the Customer or to the carrier, the Supplier frees himself of his delivery obligation, and all risks concerning the material are passed on to the Customer, even if the Supplier is responsible for dispatch or installation on site.
5.2. Delivery terms are indicative and calculated in working days. Unless otherwise agreed by the parties, these shall commence on the date on which the agreement is concluded, unless the Customer is required to pay part of the price as an advance payment, in which case calculation starts once advance payment has been made.
5.3. Delivery terms are understood as lawfully extended:
  • - a. if the Customer does not provide data or material necessary for the supply in good time, or if the Customer requests variants while the order is being processed or, in any case, he delays in answering a request for the approval of working drawings or diagrams;
  • - b. if causes independent of the Supplier’s goodwill and diligence, including sub-contractors' delays, prevent delivery or render it excessively burdensome within the established time limits.
5.4. In the event that the Customer fails to comply with payments related to other supplies, expiry terms are suspended and the Supplier may delay deliveries until the Customer has fully paid the sums owed.
5.5. Delivery terms are understood to be in favour of the Supplier; therefore the Customer cannot refuse to take delivery of the products if delivered in advance of the set date.
5.6. Except as provided in Section 11 below, in the event that the Customer fails to take delivery of the products for reasons attributable to him or, in any event, for causes independent of the Supplier's will, the Customer shall bear the risks and expenses for custody of the products.

6. TESTING AND INSTALLATION

6.1. Special testing, where envisaged by written confirmation of order acceptance, shall be performed at the Customer's expense and at the works indicated by the Supplier.
6.2. Installation and testing on site, if requested, shall be performed by the Supplier at the Customer’s expense.

7. PAYMENTS

7.1. Unless otherwise agreed, payments shall be made by the Customer within the deadlines stated in the written confirmation of order acceptance, or in the sales invoice, at the domicile of the Supplier or at the Bank he has indicated. In the event of delay, the Customer shall be liable for payment of interest for the delay, in any event without effecting the Supplier's right to demand compensation for any damage suffered and termination of the agreement under the following section 11.
7.2. Any disputes arising between the parties shall not entitle the Customer to avoid the obligation of observing the terms and conditions of payment.

8. WARRANTY

8.1. The Supplier guarantees the conformity of the products supplied, meaning, that is, that the products are free from evident defects in material and/or workmanship and are in accordance with the agreement signed between the parties.
8.2. Since the products are purchased by the Customer in the course of his professional activities, which require an invoice to be issued, the warranty period is 12 (twelve) months from the delivery of the products and, for replacement products or parts, 12 (twelve) months from the date they are replaced.
8.3. Within that period, the Supplier undertakes to repair or replace at his choice, without charge, the defective products or parts, and within reasonable time, regarding the extent of the claim which the Customer shall notify in writing, no later than eight days after delivery for evident defects and eight days after discovery of hidden defects.
8.4. The return of non-conforming goods must always be authorised in advance by the Supplier in writing, and must comply with the original packaging.
8.5. Unless agreed otherwise, replacements or repairs are provided Ex Works, and the costs and risks of transporting defective products are borne by the Customer. However, if the Supplier, in agreement with the Customer, deems it more appropriate to carry out the repair or replacement work required on the Customer’s premises, the latter shall bear the travel, board and lodging costs of the technical staff made available by the Supplier, and shall provide all the means and auxiliary staff required to perform the work in the quickest and safest way.
8.6. Warranty is void whenever the products have been incorrectly installed or used, or have undergone insufficient maintenance, or have been modified or repaired without the Supplier’s authorisation.
8.7. In addition the Supplier shall not be liable for defects in conformity in those product components which, by their nature, are subject to rapid and continuous wear.

9. RETURNS

9.1. Any return of goods must be previously authorised in writing by the Supplier by fax or e-mail, even in the case of erroneous delivery by the latter, and may only be accepted if the material and its packaging are in perfect order.
9.2. Without effecting the above, in the case of goods regularly managed as stock by the Supplier, the refund for incorrect ordering by the Customer will incur a charge of 15% of the invoiced value.
9.3. In the case of special material, specifically ordered for the Customer, return cannot be accepted in any way.

10. SUPPLIER RESPONSIBILITIES

10.1. The Supplier is solely responsible for the proper functioning of components, equipment, hydraulic and pneumatic systems supplied in relation to the features and performances expressly indicated by him. On the other hand, he does not assume any liability for any defective operation of machines or systems made by the Customer or third parties with the supplier's hydraulic or pneumatic components even if the individual hydraulic or pneumatic equipment has been installed or connected in accordance with schemes or drawings suggested by the Supplier, unless such schemes or drawings have been the subject of specific remuneration, in which case the Supplier's liability shall be limited in any event to what is included in the above-mentioned drawings or schemes.
10.2. In any case, apart from the absolute and binding assumptions provided by the current regime on the question of supplier liability, and save as provided for in Art. 1229 of the Civil Code, the Customer shall not be entitled to claim compensation for direct or indirect damages, lost profits or loss of production, nor can he claim compensation for amounts greater than the value of the goods supplied.

11. RESERVATION OF OWNERSHIP

11.1. The Supplier retains the ownership of the products supplied until total payment of the agreed price.

12. EXPRESS TERMINATION CLAUSE AND EXPRESS TERMINATION

12.1. The supply agreement shall be terminated by law pursuant to Art. 1456 of the Civil Code as a result of the mere written statement by the Supplier that he wishes to apply this express termination clause if the Customer:
  • - a. even partially omits or delays to make payments due;
  • - b. delays or fails to take delivery of the products in the terms of section 5 above;
  • - c. does not respect the confidentiality requirements of section 3.4.
12.2. In addition, the agreement shall be considered terminated by law in the event that the Customer is placed in liquidation or subjected to any insolvency proceedings, in which case he must immediately inform the Supplier, and in any case where the Customer’s asset situation has become such as to endanger the precise fulfilment of the performance.
12.3. In any case, the Customer shall be liable for damages.

13. CONVENTIONAL WITHDRAWAL

13.1. In the event that the Customer reduces the warranties that he had given or does not provide the warranties he had promised, the Supplier shall be entitled to withdraw from the agreement by e-mail notification, with the exclusion of compensation in favour of the Customer.

14. APPLICABLE LAW

14.1. All foreign supply agreements governed by these general conditions are governed exclusively by Italian law.

15. JURISDICTION

15.1. For any disputes relating to the execution, interpretation, validity, cancellation and termination of supply agreements between the parties where the action is promoted by the Customer, sole jurisdiction lies with the Court of the Supplier, where the action is promoted by the Supplier jurisdiction lies, in addition to the Supplier’s Court, with any other Court established by law.