These general terms and conditions («General Terms and Conditions«) shall apply to contracts entered into by Foscarin Group SpA («Foscarin Group») with persons who in the course of their professional or business activities (the «Customer» or the «Customers«) intend to purchase products of the Foscarin Group (the «Products«).
Unless expressly waived by the Foscarin Group, these General Terms and Conditions shall prevail over any deviating general terms and conditions of the Customer.
2) Orders
Following the Customer’s written request specifying the type and quantity of the requested Product, the Foscarin Group shall issue an order confirmation («Order Confirmation«), specifying any minimum sales quantity of the Product, the price and the general timing for the supply of the requested Product.
The Order Confirmation shall be deemed accepted by the Customer if it is not expressly rejected within 8 days from the date on which it was sent by e-mail or certified electronic mail (PEC) to the Customer.
Tolerances of +/-10% of the agreed quantities of Products are always allowed and accepted.
In case of conflict, the provisions contained in the Order Confirmation shall prevail over these General Terms and Conditions.
3) Prices and Payments
The prices are those indicated in the Order Confirmation. The Parties may agree on a price list for orders subsequent to the first one.
Prices are quoted net of VAT, statutory taxes and transport costs, which shall be borne in full by the Customer.
Payments is due by the date and method specified in the Order Confirmation.
Failure to pay within the aforementioned terms shall entail the automatic application of interest in accordance with the rules on combating late payment in commercial transactions, pursuant to Legislative Decree No. 231/2002.
In the event of non-payment of the amount due, without prejudice to the provisions of point 3.4 above, Foscarin Group may suspend the delivery of the Product itself, as well as the execution of any further orders, until the exact payment of the amount due by the Customer, all exceptions having been removed.
A delay of more than 10 days in the payment of the amount due shall entitle Foscarin Group to terminate the contract, pursuant to Article 1456 of the Civil Code, without prejudice to the right to compensation for damages.
4) Returns
Foscarin Group shall accept returns not due to defects of the Products only for valid and documented reasons, subject to agreement between the Parties. The Parties may decide on a case-by-case basis whether to proceed with the replacement with other Products or with the refund of the sale price, minus a commission fee for the return, equal to 20% of the purchase price.
The Products shall be returned to the Foscarin Group in their undamaged original packaging.
5) Guarantees
Foscarin Group provides only the warranty under Article 1490 of the Italian Civil Code for any defects of the Products supplied up to one year from delivery. The warranty consists, at the sole discretion of Foscarin Group, in the replacement or repair of the Product free of charge or in the reimbursement of the price.
The warranty does not cover normal wear and tear, defects or damage caused by the Customer or by third parties due to use of the Products not in accordance with normal use or due to repairs, replacements even of single components, interventions, maintenance carried out by persons not authorised by Foscarin Group or due to circumstances beyond the control of Foscarin Group.
Any defects or faults shall be documented and communicated in writing to Foscarin Group within 8 days after the occurrence of the defect or fault within a period of one year after delivery.
6) Burden of Proof
The Customer wishing to invoke the guarantee must prove that he has used the Products in accordance with normal use, and in any event that he has used them with due diligence.
7) Limitation of Liability
Foscarin Group shall only be obliged to provide the guarantees set forth in Article 5 with the above-mentioned limitations.
Foscarin Group shall not be held responsible for any damages, costs or losses incurred by the Customer in the event of a delay in the delivery of the Products.
In any case, Foscarin Group shall not be liable for any damage caused to the Customer or third parties, except in the case of intent or gross negligence.
8) Delivery of the Products
The Products are delivered ex works (EXW) Incoterms 2020 at the registered office of the Foscarin Group, unless otherwise agreed between the Parties.
The Customer shall collect the Products within 5 working days from the date on which the Foscarin Group notifies the Customer of the availability of the Products for delivery EXW.
The delivery times indicated in the Order Confirmation are indicative and are based on the assumption that the Customer has provided true, up-to-date and complete information and has paid in time.
9) Force majeure
Foscarin Group shall not be held responsible for delays or non-fulfilment due to unforeseeable and/or unavoidable events beyond its reasonable control, such as, but not limited to: accidents, provisions of mandatory regulations, proceedings of judicial or administrative authorities, wars, trade sanctions or embargoes, natural disasters, pandemics and any other natural calamities, the promulgation of restrictive measures, unforeseen interruptions of production facilities and IT services, activities of third parties that prevent the fulfilment of the contractual obligations under the agreed conditions.
In the event that the supply of the Products is delayed for more than four months for any of the reasons referred to in clause 9.1. above, each party shall be entitled to withdraw from the contract to the exclusion of all other claims, including claims for damages.
Foscarin Group may modify the prices and payment terms if one of the hypotheses referred to in clause 9.1 occurs. The changes will be effective after their communication to the Customer and will concern only the part of the delivery not yet executed. The Customer may withdraw from the contract for the part of the supply not yet executed within 7 days after the communication of the price change, by giving written notice to Foscarin Group, excluding any other claim, including any claim for damages by the Customer.
10) Data protection
All personal data provided directly by each party and, in any case, related to the execution of the supply of the requested Products shall be subject to processing, including automated processing, exclusively for purposes related to the fulfilment of contractual and legal obligations, in full compliance with the regulations applicable from time to time to the processing of personal data, such as, by way of example but not limited to, EU Regulation No. 679/2016 («GDPR»).
Each party shall collect from the interested parties the consent necessary for the fulfilment of contractual and legal obligations, guaranteeing that the personal data transmitted to the other party have been collected and processed lawfully and correctly, as well as their suitability and lawfulness – as to their nature and the manner of their collection – for the purpose and uses inherent to the performance of the contractual agreement.
11) Amendments to the General Conditions
Any modification of these General Terms and Conditions will be communicated by the Foscarin Group to the Customer and will be applicable to orders subsequent to those already existing at the time of the modification.
12) Applicable law and jurisdiction
The contractual relationship between the Foscarin Group and the Customer in order shall be governed by Italian law.
For any dispute that may arise between the parties regarding the interpretation, execution, breach or termination of this contract, the Court of Treviso shall have exclusive jurisdiction.
These General Terms and Conditions are drafted in Italian and English. In case of conflict, the Italian text shall prevail.
