General Terms and Conditions for the Sale and Purchase of goods and products
1) Scope and validity
1.1. The agreement between Extravega Milano S.r.l. SB (hereinafter, “Extravega” or the “Seller”) and the buyer (hereinafter, the “Buyer” and, collectively with Extravega, the “Parties”) shall be deemed to be validly entered into only upon (i) the written and/or express acceptance (including, by way of e-mail or submission of a purchase order) by the Buyer of the offer (hereinafter, the “Offer”) made by Extravega, which also implies the acceptance of this general terms and conditions for the sale and purchase of goods (hereinafter, the “GTC” or the “Terms and Conditions”) and (ii) the subsequent sending to the Buyer by Extravega of a written order confirmation (hereinafter, the “Order Confirmation” and, together with the Offer and the GTC, the “Agreement”).
1.2. The Agreement will be binding upon the Parties and will represent the sole and entire agreement entered into by and between the Parties.
2) Offer and terms of conclusion of the agreement
2.1. The Offer is prepared by Extravega on the basis of the requests provided by the Buyer and thereafter it shall show or transmit to the Buyer for its perusal the Offer alongside this GTC.
2.2. The Offer prepared by Extravega does not constitute a binding legal document and does not impose any commitment on the part of the Buyer until it is accepted by the Buyer (together with this Terms and Conditions) pursuant to Section 1.1 above.
2.3. Unless otherwise specified in the Offer, Extravega’s Offer shall expiry 30 (thirty) days from the date on which the Offer was sent or shown to the Buyer.
2.4. The Agreement between the Buyer and Extravega is deemed to be entered into at Extravega’s registered offices located at Paderno Dugnano (MI) in Via Pietro Nenni, 9 and the place of delivery of the goods and/or the products to be referred to, unless – as possibly specified in the Offer – Extravega is also in charge of the shipment and/or the installation activities related to the goods and/or products, shall be Extravega’s registered offices as well.
2.5. In the event that the goods and/or the products are realized and/or manufactured by Extravega on the basis of specific requests made by the Buyer, Extravega makes no warranty with respect to such goods and/or products. Any portion of the goods and/or the products necessary for their manufacturing or realization and not specifically indicated by the Buyer will be realized and/or manufactured by Extravega according to commonly accepted industry practices and standards and will be deemed accepted by the Buyer together with its acceptance of the Offer.
3) Payment Terms
3.1. The payment terms related to the goods and/or the products are indicated in the Offer and/or in the Order Confirmation and/or in Extravega’s invoices sent and/or shown by the Seller to the Buyer and under no circumstances the Buyer shall be entitled to make payments in manner other than via bank wire transfers or cash orders.
3.2. Buyer shall pay the overdue interests on all late payments (with respect to the payments’ deadlines set out in the Offer and/or in the Order Confirmation and/or in Extravega’s invoices) pursuant to article 5 of the Italian Legislative Decree No. 231/2002 in addition to liquidated damages equal to 5% (five percent) of the overall value stated in the Offer in the event that Buyer fails to pay any amount when due under the relevant Offer and/or Order Confirmation and such failure continues for more than 30 (thirty) days.
3.3. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
4) Goods and products’ description
The goods and/or the products description indicated in the Offer shall be binding on the Parties and, consequently, the Buyer shall rely solely on such description prior to accepting the Offer. Any difference or inconsistency possibly existing between the goods and/or the products provided and the Buyer’s sampling shall not have any legal effect inasmuch the sampling are agreed to have a purely indicative nature and purpose.
5) Amendment to the Offer
5.1. Any possible amendment made by the Buyer to the Offer shall constitute and be qualified as a counteroffer whose validity is conditioned upon Extravega’s acceptance.
5.2. In the event that the Buyer, following the Offer and the GTC’s acceptance as well as the submission of the Order Confirmation, requires to amend and/or change any aspect (including quantity, quality, measures and/or technical characteristics) of the goods and/or the products provided and/or supplied by Extravega as indicated in the relevant Offer, no change to, or modification of, the items, specifications, terms, conditions and prices appearing on the Order shall be binding upon the Seller unless expressly agreed to in writing by the Seller and the Buyer, provided that in case of lack of an agreement on such changes the terms of the original Offer shall govern and bound the Parties.
6) Buyer’s right of withdrawal
6.1. Upon the conclusion of the Agreement, Buyer shall be entitled to withdraw from such Agreement no later than 3 (three) calendar days from the date of the submission of the Order Confirmation prior written notice to be given to the Seller, in any event without prejudice to the provisions set out in Section 6.2 below.
6.2. In case of exercise by the Buyer of its right of withdrawal pursuant to Section 6.1 above, Extravega shall be entitled to apply, pursuant to Article 1373, paragraph 3, of the Italian Civil Code, towards the Buyer a withdrawal fee in the amount of 30% (thirty percent) of the overall price stated in the Order Confirmation.
6.3. In the event of failure of the Buyer to exercise its right of withdrawal pursuant to Section 6.1 above, the Buyer shall be bound by the terms of the Offer and the Agreement, including the obligation to pay 100% (one hundred per cent) of the overall price indicated therein.
7) Prices and taxes
Unless otherwise specified:
all prices of the goods and/or the products included in the Offer are exclusive of VAT which shall be added and paid by the Buyer in accordance with the terms indicated in Extravega’s invoices;
taxes, levies and all shipment costs are not included in the prices indicated in the Offer for the purchase of all goods and/or products;
any registration tax, stamp duty (including those applicable to bank drafts and bank receipts), custom duties and any other taxes and levies applied by any foreign country, even a non-European country, as well as any other cost not explicitly included in the relevant Offer shall be borne by the Buyer. In the event that the Buyer may fall under the scope of application of any tax exemption, tax exclusion or tax relief, the Buyer shall communicate such circumstances to Extravega prior to concluding the Agreement. The failure to do so will entail the loss of such benefit on the part of the Buyer.
8) Delivery terms
8.1. Unless otherwise specifically stated, any term or time period indicated in the Offer shall be deemed not to have a binding nature but to merely serve an indicative/estimate purpose for Extravega, provided that the Parties acknowledge that such circumstances have been duly taken into account for the determination of the terms and conditions (including the prices and payment terms) of the goods and/or the products.
8.2. Extravega shall be entitled to make partial deliveries of the goods and/or the products and it shall also be entitled not to accept Orders which have delivery terms indicated and/or qualified by the Buyer as binding or “of the essence”.
9) Supply and Delivery
The Offer will indicate and specify the relative scope, including whether carriage and/or installation of the goods and/or the products (to be carried out pursuant to Section 14 below of this Terms and Conditions) to be provided are included or the Offer is limited to the mere supply of the goods and/or the products. In particular, in the event that the Offer refers to:
the supply of the goods and/or the products only: the Buyer will fully incur and bear the costs related to the transport and delivery of the goods and/or the products, being understood that the Buyer will be liable in relation to any damage and/or loss of the goods and/or the products occurred during the transportation phase. The Buyer shall inspect and verify the quantity and the conditions/quality of the goods and/or the products upon delivery and, unless a specific claim is raised within the terms specified in article 1495 of the Italian Civil Code, the goods and/or the products will be deemed fully accepted;
the supply and carriage of the goods and/or the products: Extravega will be in charge of, and fully liable for, the expenses related to the transport and delivery of the goods and/or the products indicated in the Offer pursuant to the terms set out therein, provided that, upon delivery at the point agreed upon by the Parties, the Buyer shall inspect and verify the quantity and the conditions/quality of the goods and/or the products and, unless a specific claim is raised within the terms specified in article 1495 of the Italian Civil Code, the goods and/or the products will be deemed fully accepted.
10) Delays in the collection of the goods and/or the products
10.1 In the event that Extravega’s Offer is limited to the mere supply of the goods and/or the products, the Seller shall inform the Buyer in writing in relation to the date starting from which the goods and/or the products are ready and available for collection at its warehouse (hereinafter, the “Ready for Collection Date”). The Buyer shall collect the goods and/or the products within 5 (five) workings days from the Ready for Collection Date (hereinafter, the “Goods and Products Collection Term”). The Parties agree that the Goods and Products Collection Term is of the essence and such term may be waived and/or amended only in writing either in the Offer or in another legally binding deed duly signed by Extravega.
10.2. Upon expiry of the Goods and Products Collection Term without the goods and/or the products having been collected by the Buyer, Extravega will be entitled to apply, without any further notice, liquidated damages for the delay related to the goods and/or the products collection in the amount of € 5,00 (five) per square meter of occupancy, without prejudice, in any event, for Extravega’s right to seek further damages.
10.3. Following the expiry of a period of 30 (thirty) days from the end of the Goods and Products Collection Term without the goods and/or the products having been collected by the Buyer, Extravega will be entitled to terminate the Agreement, pursuant to article 1456 of Italian Civil Code, with immediate effect upon prior written notice, provided that, in such event, Section 6.3 above will apply without prejudice, for sake of clarity, for Extravega’s right to seek further damages.
11) Non-Payments and Delayed payments
11.1. In the event of failure and/or delay, even partially, in relation to the payment of the price stated in the Order Confirmation and/or in the Agreement and/or in the relevant invoices according to the terms and deadlines stated therein, Extravega shall be entitled, without any need to issue a formal notice, to suspend the performance of the Agreement (including any activity related and/or associated thereto) until the receipt of the full payment of the arrears.
11.2. Without prejudice to the foregoing, in the event that the payment terms envisage a deferred payment scheme or a series of instalment payments, the failure and/or the delay with respect to the payment of even of a single instalment or a single phase of the deferred payment scheme will entail, on the part of the Seller, the right to accelerate the payments pursuant to article 1186 of the Italian Civil Code, even without the issuance of a formal notice in respect thereto, and, consequently, to demand the payment of the outstanding amounts in a single tranche.
11.3. It remains understood that the ownership of the goods and/or the products indicated in each Offer will remain vested in Extravega and will pass to the Buyer only upon the payment of the full price by the Buyer.
11.4. In the event of failure and/or delay, even partially, in relation to the payment of the price by the Buyer, the Seller will be entitled to terminate this Agreement with immediate effect pursuant to Article 1456 of the Italian Civil Code upon prior written notice to the Buyer.
12) Suspension of the performance and partial impossibility
12.1. Extravega shall be entitled to suspend the execution of the Agreement, pursuant to Article 1461 of the Italian Civil Code, in the event that the financial, commercial and economic conditions of the Buyer have worsened as such to be able to jeopardize the proper fulfillment of the Buyer’s obligations. To the extent limited to such purpose, the Parties agree that such circumstances occur also in the event that the Buyer is subject to enforcement proceedings, issuance of bill of protests or if the Buyer has requested the admission to insolvency proceedings or to a debt restructuring procedure.
12.2. Notwithstanding the provisions set out in Article 1464 of the Italian Civil Code, in the event of a non-temporary shortage on the market of certain goods and/or products, the Buyer hereby waives its right to seek a price reduction as well as any kind of damages and to the right to early terminate the Agreement, without prejudice, in any event, to the Buyer’s obligations to pay, within the contractual deadlines, the materials and/or goods and/or products already provided and/or delivered by Extravega.
13) Force Majeure
Force Majeure’s circumstances (i) are unexpected and/or unpredictable, (ii) are related to materials, people, organizations, States and/or companies directly or indirectly involved and (iii) may make impossible for Extravega the management or the fulfilment of the Order. For example and without any limitation, force majeure shall mean: strikes, lockouts or other labor disputes, riots, provisions of public administration, restraints or delays affecting carriers (including import or export restrictions), trade sanctions, acts of war, various hindrance by third parties, technical complications occurred in the manufacture of the product, natural disasters, pandemics, etc…
14) Installation and defects
14.1. In the event that the Offer’s scope of application (as incorporated into the Agreement) also includes the installation of the goods and or the products, the following activities and the related costs will be on Buyer’s account: assistance with respect to the installation phase, masonry, labourers, dumping and displacement of the goods or other products in the construction site, goods’ and/or products’ elevating, distribution of installation compartments for every staircase, scaffolding, clearance and cleaning operations of the premises, custody and warehousing of Extravegas’ or Extravega’s personnel materials, tools and equipment in proper warehouses.
14.2. In case of application of the provisions set out in Section 14.1 above, the Parties hereby covenant that, upon completion of the installation of the goods and/or the products, Extravega will inform in writing the Buyer of the occurrence of such circumstance. Starting from such date, the Buyer, pursuant to Article 1495 of the Italian Civil Code, will be entitled to issue a specific claim in case of alleged existence of defects or flaws of the goods and/or products within 8 (eight) working days. The failure to issue a claim within such timeframe will be deemed as, and entail, a full and unconditional acceptance of the goods and/or the products.
14.3. In the event of issuance of such claim by the Buyer within the peremptory term set out in Section 14.2 above, Extravega, upon verification and validation of the aforementioned claim, will repair the defect within 30 (thirty) days from the date of acceptance of the claim.
By accepting the Agreement and GTC, the Parties undertake to process the treatment of all personal data – transmitted in execution of the present GTC – exclusively for purposes related to the execution of the obligations set out in the present GTC and in compliance with European Regulation No. 679/2016 (GDPR) and subsequent amendments and additions, as well as the related measures and the Legislative Decree No. 196/2003 and subsequent amendments and additions, as far as applicable.
16.1 Any matter not expressly regulated in this GTC will be governed by the applicable provisions of the Italian Civil Code.
16.2 If any term or provision of this Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction (e.g. specific prohibitions contained in legal acts of new regulation or positions taken by the Italian Jurisprudence that might consider invalid that provision), such invalidity, illegality or unenforceability shall not affect any other term or provision of this GTC or invalidate or render unenforceable such term or provision in any other jurisdiction. In these circumstances Parties will meet in order to discuss in good faith the alternative arrangements, to the extent permitted by law shortly to meet the economic purpose pursued by the provisions which were deemed invalid.
16.3 The present GTC supersede and replace any previous agreement in the present matter, written and/or oral, between Extravega and the Buyer.
16.4 Extravega reserves the right to unilaterally alter, prior written notice to the Buyer, the provisions of the present GTC.
17) Governing Law and Jurisdiction
17.1. All matters arising out of or relating to this Terms and Conditions and/or the Offer are governed by and construed in accordance with the Italian Law.
17.2. Any legal suit, action or proceeding arising out of or relating to this Terms and Conditions and/or the Offer shall be instituted and commenced in the Courts of Milan.
18) Limitation of liability
18.1 In the event of any flaws or defects of the goods and/or products which may be attributable to the Seller, the liability of the latter shall be limited to the replacement and/or repair, at Extravega’s discretion, of the defective goods and/or products. In no event, Seller will be liable for any loss of use or diminution in value of the goods and/or the products, or for any consequential or indirect damages deriving from such defects or flaws and, consequently, the Seller shall not be liable for any expense, loss or damages in general possibly incurred by the Buyer. Seller shall not be liable in any event neither for defects of the goods and/or products deriving from amendments or alterations of the products or the materials possibly made by the Buyer or by third parties nor for defects related to, or deriving from, the negligence or erroneous use of the goods and/or products by the Buyer or third parties.
18.2 The Seller shall not be liable for breaches or delays that may be qualified as slight negligence of the Seller and, save for gross negligence or wilful misconduct, Seller’s liability shall be limited to the direct damages reasonably foreseeable at the time of conclusion of the Agreement, provided that, in any event, Seller’s liability shall not exceed the amount indicated in the relevant Order Confirmation. in relation to which the prejudicial conduct has occurred.
18.3 In the event that the Seller also provides consultancy services to the Buyer and such services are not encompassed within the scope of the Agreement and/or the Offer, the provision of such services shall be deemed to have occurred on a for free basis with the express exclusion of any liability on the part of the Seller in respect thereto.
18.4 This limitation of liability is a material basis for the Parties’ bargain and reflects the bargained-for allocation of risks between Seller and Buyer, without which Seller would not have agreed to provide the Goods and/or the Products at the price charged.