ZELLINGER
- DEFINITIONS
For the purposes of these General Conditions of Sale (hereinafter referred to as “GCS”), the following terms shall have the meanings set forth below:
– “Zellinger”: Zellinger SRL
– “Customer”: any person or legal entity who purchases Products from Zellinger
– “Products”: the goods supplied by Zellinger
– “Order(s)”: any proposal for the purchase of Products sent to Zellinger by the Customer
– “Sale(s)”: any sales contract concluded between Zellinger and the Customer after the Customer has received Zellinger’s written acceptance of the Order
– “Intellectual Property Rights”: all of Zellinger’s intellectual and industrial property rights, including, without limitation, rights relating to: patents for inventions, designs or models, utility models, trademarks, know-how, technical specifications, data, whether such rights have been registered or not, as well as any application or registration relating to such rights and any other right or form of protection of a similar nature or having equivalent effect. - SCOPE AND VALIDITY
These GCS apply to all Sales concluded between Zellinger and the Customer, in Italy and/or abroad, without the need for express reference to them or a specific agreement to that effect. Therefore, these GCS shall be considered an integral part of any Contract or Agreement between Zellinger and the Customer and shall cancel, prevail over and fully replace any other Contract or Agreement (in whatever form and at whatever time) between the Parties containing conflicting terms and conditions, including the Customer’s General Conditions of Purchase, to which Zellinger shall not be bound, even if they are expressly referred to or included in the Orders or in any other documentation of the Customer.
Zellinger may commit to different and/or additional and/or supplementary conditions with respect to what is indicated in these GCS only and exclusively in writing and after express negotiation between the Parties.
In the event of nullity and/or invalidity and/or ineffectiveness and/or voidability of any clause of these GCS, in whole or in part, the other clauses of these GCS shall remain fully valid and effective. - OFFERS AND ORDERS – WITHDRAWAL – DELIVERY OF DOCUMENTATION
Orders shall always specify the quantity, technical specifications, and all elements necessary for the correct identification of the Products.
Orders and/or modifications of Orders placed orally or by telephone must be confirmed in writing by the Customer.
Orders placed by the Customer will only be considered as accepted once they have been confirmed in writing by Zellinger. In the event that Zellinger does not send a written confirmation of a verbally negotiated order, the issuing of the invoice or the execution of the order by Zellinger shall be considered as confirmation.
Any subsequent request for modification must be made in writing and will only be valid if accepted in the same form by Zellinger. In this case, the Customer will be charged the increased costs resulting from the change. The Customer has the right to cancel the Order by giving notice by registered letter with acknowledgement of receipt or equivalent at least 15 days before the scheduled delivery date. In this case, as consideration for the withdrawal, according to art. 1373, 2nd cc., unless otherwise quantified at the time of acceptance of the order, the following amounts shall be due, depending on the time of receipt of the notice:
– Receipt before the start of production: 20% of the Order value
– Receipt after the start of production but before completion: 60% of the Order value
– Receipt after completion of production: 100% of the Order value NDT, Certificates and Declarations will be sent only if expressly requested at the time of the Order or in any case no later than 5 days after acceptance of the Order by Zellinger. - DELIVERY TERMS – STORAGE OF GOODS
For the purpose of compliance with the agreed delivery terms of the Order, the date of dispatch of the notification of readiness of the Goods or the date of dispatch shall be decisive.
The delivery terms agreed between the Parties and indicated in the order confirmation or in the invoice are to be considered merely indicative and not binding. Therefore, Zellinger will not be liable for any damage directly or indirectly caused by a delay in the delivery of the Product. Unless otherwise expressly agreed in writing, the fulfillment of the Order beyond the scheduled delivery terms does not entitle the Customer to request the termination of the Contract pursuant to art. 1457 of the Civil Code.
Zellinger reserves the right to make reasonable partial deliveries, resulting in invoices payable within the terms agreed in the order confirmation.
Zellinger shall not be held responsible for delays or non-delivery due to circumstances beyond its control, such as, but not limited to:
– Insufficient technical data or inaccuracies or delays on the part of the Customer in providing Zellinger with the information or data necessary for the shipment of the Products;
– Difficulties in the procurement of raw materials;
– Problems related to production or order planning;
– Partial or total strikes, power failures, natural disasters, government actions, transportation difficulties, acts of God, riots, terrorist attacks, and any other cause of force majeure;
– Delays on the part of the carrier
– Any other act or fact, even of a different nature than those listed above, which is beyond Zellinger’s ability to control in a reasonable and practicable manner, will therefore not give rise to any liability on the part of Zellinger.
The occurrence of any of the events listed above shall not entitle the Customer to terminate the Contract and/or to claim damages or compensation of any kind, unless otherwise agreed. - COMPENSATION AND TERMS OF PAYMENT
The prices and all special sales conditions contained in Zellinger’s offer are valid for 10 days from the date of the offer, unless otherwise stated. Once this period has expired, they will be considered cancelled.
The prices of the Products do not include VAT, which shall be payable at the time of delivery or in accordance with the specific provisions indicated on the invoice.
Any increase in such costs that takes effect after the date of the Order Confirmation shall be borne by the Customer.
In the event of an increase in the cost of materials, changes in exchange rates or other factors during the period of delivery, Zellinger reserves the right to change the prices from the dates on which such increases occur.
Unless otherwise agreed, the Goods shall be delivered EXW Seller’s factory, or any other place previously notified. All risks associated with the Goods are transferred to the Customer at Zellinger’s factory prior to loading.
In the event that the Customer fails to collect the Goods within 15 days from the date of notification that they are ready for collection, the Customer will be charged for the cost of storage.
If requested, Zellinger will arrange the transport of the Products at the risk, cost, and expense of the Customer.
Unless quoted separately, taxes, duties, packaging and shipping costs, insurance, installation, any end-user training, and after-sales service are not included in the prices.
Payments shall be made in the manner indicated on the order confirmation sent by Zellinger.
After the expiry of the agreed payment term, interest will be charged, without prior notice of default being required, at the rate provided for in Art. 5 of Legislative Decree 231/2002, without prejudice to the right to compensation for greater damages.
In the event of non-compliance with the terms of payment by the Customer, Zellinger shall be entitled, without incurring any liability, to:
– modify the terms of payment for current and future deliveries and demand payment guarantees;
– demand immediate payment of all claims on account of the loss of the benefit of the term;
– suspend current deliveries or make them only against advance payment;
– withdraw from all further contracts concluded with the Customer and terminate ongoing negotiations with the Customer;
– terminate the Contract in accordance with Art. 1456 of the Civil Code.
In the event of termination of the contract, the Customer, in addition to paying Zellinger in full what is owed to it, will be obliged to compensate for all damages suffered as a result of the breach of the Contract. This shall not affect Zellinger’s right to request the execution of the Contract.
Zellinger shall be entitled, at its own discretion, to suspend or cancel further deliveries and to declare any claims arising from the business relationship as immediately due in the event that the Customer’s business does not follow the ordinary course of business, meaning, without limitation, the issuance of attachment deeds or protests; or when payments have been delayed, or insolvency proceedings have been applied for or initiated. In addition, Zellinger may in such cases demand advance payments or a deposit.
Any claims for defects and deficiencies relating to the Products and/or their delivery shall not entitle the Customer to suspend payment, even partially, of the price of the Products, nor to suspend any performance and/or not to perform any obligation, even with reference to other relationships existing between the Parties. - WARRANTIES AND CLAIMS
Zellinger undertakes to deliver the Products as agreed and with reference to the standards applied in the industry.
Complaints regarding tampering with packaging or lack of material must be made by the recipient to the carrier immediately upon receipt of the goods.
Any defect in the Products must be notified within eight (8) days of delivery of the Products to the Customer, in the case of an obvious and/or visible defect, or within eight (8) days of discovery of the defect, in the case of a hidden defect, under penalty of forfeiture.
The warranty does not apply to Products whose defects are due to:
– Damage caused during transportation;
– Negligent or improper use of the same by the Customer or the End User;
– Non-compliance with Zellinger’s instructions regarding the operation, maintenance and storage of the Products by the Customer or the End User;
– Repairs, modifications, or tampering carried out by the Customer or third parties without the prior written authorization of Zellinger.
In the event that the complaint is made in time, the defect is attributable to its own work and is covered by the warranty, Zellinger will repair or replace the Products, delivering them in the same manner as set forth in these GCS, without the Customer being able to claim anything else, not even, by way of example, compensation for direct and/or indirect damages, reimbursement of expenses, loss of profit. In any event, the Customer’s right to damages shall be limited to a maximum amount equal to the value of the defective or faulty Products.
The Customer undertakes to make the Products in question available for inspection by Zellinger or an expert appointed by Zellinger. This inspection will take place at Zellinger’s premises or at a place designated by Zellinger from time to time. - TESTING AND INSPECTION
The Products are tested and inspected in accordance with the international standards in force and applicable to the Product (API 598, EN 12266, ANSI B16.34, API 6D). Additional tests will only be performed at the Customer’s request and at an increased cost to the Customer.
In the event of a dispute, the Customer agrees to make the disputed Products available to the Seller for inspection free of charge upon simple request. The inspection will be carried out by Zellinger or a person appointed by Zellinger. Costs for tests or trials carried out during the inspection and the necessary work will be charged to the Customer. - INDUSTRIAL PROPERTY
Any form of identification placed on the Products sold by Zellinger may not be removed without the written consent of Zellinger. Any obligation deriving from these General Conditions of Sale shall be deemed void if any form of identification placed on the product has been removed or tampered with. - APPLICABLE LAW AND PLACE OF JURISDICTION
These GCS and each individual sale, including international sales, shall be governed by, and construed in accordance with Italian law. Any dispute that may arise between the Parties with regard to the interpretation, validity and execution of these GCS and the relevant sales contracts concluded shall be submitted to the exclusive jurisdiction of the Court of Busto Arsizio. - PRIVACY
Zellinger informs the Customer that their personal data, provided by the same or otherwise acquired by the Seller in the exercise of its statutory activity, will be processed in compliance with the GDPR 2016/679 and the national legislation in force on the processing and protection of personal data, and therefore in respect of the fundamental rights and freedoms as well as the dignity of the person concerned, with particular reference to confidentiality, personal identity and the right to protection of such data.
Pursuant to Art. 13 and 14 of the GDPR 2016/679, Zellinger informs the Customer that personal data will be processed exclusively for commercial, management and/or promotional purposes, on paper and/or computer media. MZellinger also informs that the provision of such data is necessary for the correct execution and fulfillment of the Contract (e.g.: invoicing, tax compliance, etc.); their incomplete and inaccurate provision or refusal to provide them may affect the validity of the Contract. The data collected may also be communicated to professionals, credit institutions, insurance companies, public authorities, always for purposes related to the company’s purpose.
Depending on the nature of the processing, the data will be kept for the period required by current tax legislation or until the end of the Contract and/or the commercial relationship.
The holder of the personal data is Zellinger SRL, with registered office in Besnate (VA), Via per Gallarate 50/A. - FINAL PROVISIONS
In the event of nullity and/or invalidity and/or ineffectiveness and/or voidability of any clause of these GCS, in whole or in part, the other clauses of these GCS shall remain in full force and effect. For everything not expressly regulated, reference is made to the provisions of the Italian Civil Code. - SAFEGUARD CLAUSE
These GCS have been expressly recalled by Zellinger and negotiated during the negotiations with the Customer and in the offer of Zellinger, and the Customer has adhered to these GCS also through the acceptance of the offer of Zellinger, therefore not being applied art. 1341 cc.
