1. General Provisions
These General Conditions (hereinafter the “GC”) are an integral part of all sales and supply contracts, in Italy and / or abroad, by Interface Facility Management (hereinafter “Supplier”). All offers, order confirmations and deliveries of the Supplier shall be deemed to have been made on the basis of these General Terms and Conditions, except in the written exception of the Supplier.
These General Conditions are understood to be accepted by the Customer, even if they differ from any general or particular purchase conditions prepared by the latter. The latter will not engage the Supplier in any way unless expressly accepted in writing by the same.
In the event that one or more provisions of these General Terms and Conditions is / is deemed invalid or unenforceable, this will not affect the validity and / or applicability of the remaining provisions of these General Conditions; any provision deemed to be invalid or unenforceable may be replaced with new, valid and applicable agreements, having content, as far as possible, equivalent to that of provisions deemed to be invalid or unenforceable.
2. Formation of the Contract – acceptance of the Customer
The contract will be concluded when the Supplier receives, from the Customer, the signed confirmation of the accepted offer.
The offers made by the Supplier will remain valid only for the period indicated therein and, once this period has expired, they will expire without the need for revocation. In the absence of a different indication, the offer will be considered valid for 30 (thirty) days from the date of issue. The delivery terms (or dates) indicated by the Supplier in the offer are to be considered for the Supplier as merely indicative and not binding.
Any cancellations or changes to the order by the Customer will not take effect unless authorized in advance, or subsequently accepted, in writing by the Supplier. In the event of termination of the supply of goods / services to be carried out according to the Customer’s specifications, the Customer undertakes to purchase all the goods / services expressly supplied by the Supplier to guarantee the fulfillment of individual orders of the Customer or to meet continuous obligations of supply possibly agreed with the Customer.
Intermediaries and agents do not have the power to commit the Supplier to the Buyer, nor to enter into contracts in the name and / or on behalf of the Supplier. The offers presented by intermediaries and agents are intended to be subject to approval and written confirmation by the Supplier.
Unless otherwise agreed in writing between the parties, the prices indicated by the Supplier in the relevant offer or, failing this, the prices shown in the price lists provided by the Supplier to the Customer and in force at the time of completion of the contract pursuant to the previous one will apply to each order. Article 2.
Subject to different written agreements between the parties, the prices of the Supplier’s products are fixed and invariable.
4. Delivery of goods
The delivery of goods / services will take place within the terms (or dates) of delivery expressed by the Supplier in the offer. In case of discrepancy between the delivery terms (or dates) requested by the Customer and reported in the offer as a mere reference, and the delivery terms (or dates) provided by the Supplier, these will prevail.
The delivery period begins after the Supplier has received the offer accepted by the Customer, but not before having clarified every detail necessary for the execution of the contract, and not before having obtained all the documents from the Customer, the necessary materials and components. If import and export formalities have to be fulfilled, or if the Supplier exercises retention rights, the delivery period or any other term stipulated for the fulfillment of the contractual obligations will be extended accordingly and the Supplier will not default. The preceding paragraph applies mutatis mutandis in the event of force majeure or following unforeseeable events occurring for the Supplier, its sub-suppliers or sub-contractors for reasons not attributable to the Supplier itself (eg extraordinary natural phenomena, lack of energy and raw materials, wars, terrorist attacks, labor disputes, business interruptions without guilt, unrest, sovereign acts, etc.). The Supplier has the right to exercise the right of retention at its unquestionable discretion as long as the Customer is not able to honor the obligations deriving from this contract or from any other agreement stipulated with the Supplier, with the exception of charges considered minor that do not negatively affect the execution of the contract by the Supplier. Unless otherwise agreed, the delivery term must be considered to have been observed if the goods have been shipped in due time or if the Customer is informed that the goods are ready for shipment. The Customer cannot refuse a partial delivery, unless the same is not unreasonable also taking into account the legitimate interest of the Supplier.
The type and means of delivery are determined by the Supplier in its reasonable discretion. Any insurance of the goods is requested and paid separately by the Customer.
Unless otherwise agreed, the risks related to the supply pass to the Customer when the products are delivered to the carrier.
If it has been agreed that the Customer directly receives or takes delivery of the goods, such delivery must take place without any delay, at the time of the communication by the Supplier that the goods are ready for shipment. Otherwise, the Supplier will have the right to store the goods at the Customer’s expense. The goods must be collected during the Supplier’s normal working hours.
Payments must be made by the Customer in the manner indicated by the Supplier in the offer.
Failure, late or partial payment and / or occurrence of events that negatively affect the Customer’s financial or economic situation and any other fact constituting default by the Customer will result in the Customer’s forfeiture of the terms agreed for the payment of the goods / services. The Supplier will therefore have the right to act immediately for the recovery of existing credits, even if they are not liquid and payable, and this at any time, without any prior notice and / or formalities. Any dispute or complaint by the Customer for defects or defects in the goods / services cannot, in any case, give the Customer the right to suspend or delay payments.
In the cases referred to in the preceding paragraph, the Supplier will also have the right, in its sole discretion, without thereby incurring any liability for damages, to i) not proceed with the execution of the order, ii) suspend and / or refuse delivery of goods / services ordered and not yet delivered, even in the case of goods / services not related to the non-payment or late payment in question, until full payment of the amount due by the Customer, iii) requesting payment guarantees from the Customer and / or different terms or payment methods, both for supplies still in progress and for subsequent ones.
The Supplier declares and guarantees that, upon delivery of the goods, it complies with the agreements reached in each case, such as, for example, specifications, drawings, etc.
The Supplier guarantees the absence of defects and faults in the goods supplied as well as their compliance with the technical specifications that have been expressly referred to in the offer.
The customer must check the goods immediately after delivery. Any defects detected during the inspection must be reported promptly, and in any case no later than 8 (eight) days from delivery, providing the exact details of the nature and extent of the defect. The Customer must give the Supplier the opportunity to examine the defects.
If the communication of defects is not given promptly, the goods are considered accepted; the submission of any claims or cancellation requests due to errors is precluded.
The warranty does not apply to defects resulting from normal wear and tear, non-compliance with the Supplier’s instructions (for example regarding the storage, use of goods, etc.) or if the Customer has made changes to the products or services, exchanged some product components or used consumables that do not match the original specifications, or for defects attributable to incorrect materials, designs, specifications, etc. of the Customer.
8. Early termination
Without prejudice to any other remedy available, the Supplier will have the right to terminate, with immediate effect, each sales contract concluded on the basis of these General Terms and Conditions, by registered letter with acknowledgment of receipt or via pec, addressed to the Customer, in case of violation by the Customer of any obligation arising from these General Terms and Conditions, where such breach is not remedied or remedied by the Customer, to the satisfaction of the Supplier, no later than 15 (fifteen) days after the Supplier’s written warning to fulfill.
9. Confidentiality and know-how
The Customer must treat any confidential information, documentation, documents and data (in particular, those of a commercial and technical nature) which are not in the public domain and which he becomes aware of in the course of the relationship with confidentiality and not disclose to third parties. commercial contract with the Supplier, and must use them exclusively in the context of the contractual commercial relationship with the Supplier. The use by the Customer of the name of the company or trademarks of the Supplier for advertising purposes or to give references is subject to the prior written consent of the Supplier.
10. Processing of Personal Data
If the Supplier has its headquarters in a European Union country, the provisions of the law regarding the protection of personal data will be applied. To this end, the Purchaser acknowledges being informed, pursuant to the effects and with the purposes referred to in art. 13 and art. 14 Regulation (EU) 2016/679 (“GDPR”), after having examined the information published for this purpose by the Supplier on its website, that the “personal data” communicated and / or exchanged with the Supplier, even in the phase of pre-contractual information, will be processed by the Supplier; it is also understood that the Purchaser expressly consents to the processing of “personal data” using his rights according to what is expressed in art. 7 GDPR.
11. Applicable law
Changes and additions to the contract must be made in writing. These General Terms and Conditions of Sale and the sales contracts are in their entirety, governed by Italian law and, in particular, in the case of contracts for the international sale of movable property as defined by art. 1 of the 1980 Vienna Convention, by the said Convention, where not derogated in writing by the parties.
The exclusive place of jurisdiction for all disputes arising from and / or relating to these General Terms and the sale of goods / services by the Supplier will be the Court of Milan, Italy.
Without prejudice to the foregoing, the Supplier may, however, cite the Customer before any Court having jurisdiction over the Customer.