1. Validity of the General Terms and Conditions of Sale
1.1 All sales and supplies of products (the "Products") by Mondial Forni S. p.A. (the "Seller") shall be carried out according to the general conditions of sale ("General Conditions") prepared by the Seller. Every transmission of orders implies their full acceptance by the purchaser ("Purchaser"). Seller and Buyer are hereinafter referred to collectively as the "Parties" and individually as the "Party", depending on the context.
1.2 Any deviations from the General Conditions shall be valid only if expressly approved in writing by the Seller. Unless otherwise agreed in writing, these General Conditions shall always prevail over any general conditions of purchase of the Purchaser, irrespective of the time of their sending to the Purchaser and/or receipt of the general conditions of purchase by the Seller.
2. Orders and Order Confirmations
2.1 Each request for Products submitted to the Seller ("Order") shall have the value of a contractual offer under Italian Law and is irrevocable by the Purchaser for 90 days.
2.2 Upon receipt of the Order, the Seller shall send its Order Confirmation ("Confirmation") containing all contractual agreements, with a request to return a copy of the same signed for acceptance by the Purchaser. The contract ("Contract") shall be concluded only upon receipt by the Seller of a copy of the Confirmation signed for acceptance by the Buyer.
2.3 In the event of cancellation of the Order, or of variation or cancellation, even partial, by the Purchaser within the 90-day term indicated, the Purchaser shall be obliged to pay a penalty. The penalty shall equal 20% of the total value of the goods referred to in the cancelled Order, without prejudice to compensation for further damages. The Seller shall always remain free to accept or refuse the Order and in the event of non-acceptance of one or more Orders, the proposer shall not be entitled to claim damages for any reason.
3. Object of the Contract
3.1 The Contract only includes what is specified in the Seller's Confirmation.
3.2 The Services, as specified in the Confirmation, may include the Installation of the Products ("Installation"). The Seller may also entrust authorised third-party technicians, under its responsibility, to perform Installation in a workmanlike manner.
3.3 The Purchaser must specify the nominal voltage (VOLT) and frequency (HERTZ) data in advance in order to receive the correct Products.
3.4 The Products have technical and construction specifications that may be subject to change at the Seller's discretion.
Unless otherwise agreed in writing, the sales price is understood to be ex Seller's warehouse ("Ex Works"), does not include costs not specifically included and is exclusive of taxes and duties.
5. Delivery and transport
5.1 Delivery terms are approximate in favour of the Seller and are never essential.
5.2 The Purchaser acknowledges that any delay in the delivery of the goods with respect to the date indicated, even if only approximately, shall not give rise to any compensable damage.
5.3 In the event that the Purchaser delays acceptance of the Products, the Products may also be stored at third parties trusted by the Seller. The Seller holds the right, after a grace period of 15 days, to charge a penalty equal to 1.5% of the price of the Products for each month or fraction of a month from the date of confirmation of the availability of the Products, up to a maximum of 20% of the value of the Products ("Penalty for Delay").
5.4 After 90 days have elapsed from the agreed delivery date without the Purchaser having taken delivery of the Products, the Seller reserves the right to terminate the Contract, applying a further penalty of 20% of the price of the Products, in addition to the Penalty for Delay and without prejudice to the right to compensation for any further damage.
5.5 In any case, delivery is subject to the punctual execution of agreed and already due payments, also in connection with other orders.
6. Installation, Start-up and Service
6.1 The daily cost of the technician authorised by the Seller, including travel expenses, board and lodging, unless otherwise agreed in writing, is € 600,00.
6.2 The dimensions of the premises and accesses must always be communicated to the Seller in advance; otherwise the Seller shall not be liable for any inconvenience or additional costs, which the Purchaser shall bear.
6.3 Chimneys, the connection to them of smoke and vapour exhausts from the furnace, air intake and exhaust ducts, connections for water, compressed air, fuel, electricity, earthing, etc. shall be carried out at the Purchaser's care and expense, who assumes responsibility for their execution in accordance with the law in conformity with the functional characteristics required by the Products.
6.4 The functional test of the Products shall be carried out to the exclusion of all checks and verifications of the works for which the Purchaser is responsible and of their functionality, including the installation and testing of burners.
6.5 If Installation is not carried out by the Seller's personnel or by an authorised technician, warranty service shall lapse.
7.1 The selection, installation and subsequent maintenance of the burners are the responsibility of the Purchaser, unless otherwise agreed in writing; the Seller shall only provide the technical specifications. The burners in the Seller’s List are of the make and model provided as options.
7.2 The Purchaser is responsible for monitoring the servicing of the burners at the place of use and for the divulgation of the regulations in force at the place of use of the burners for compliance with safety and environmental protection requirements.
8. Payments and retention of title
8.1 Until the price has been paid in full, the Products sold remain the property of the Seller, who may at any time claim their return.
8.2 Unless otherwise agreed in writing, payment shall be made within 30 days after invoicing.
8.3 In the event of non-payment, even partial, on the due dates agreed upon, for the sole effect of non-payment and therefore without the need for a default notice, in application of the regulations in force: (i) default interest shall accrue in favour of the Seller, from the due date for payment and until the actual settlement, at the rate established by the combined provisions of Articles 4. and 5.1 of Italian Legislative Decree no. 231/2002 on combating late payment in commercial transactions, or at the rate set forth in any regulations that may be applicable in the future; (ii) the Seller shall be entitled to immediately interrupt any further performance, even if related to other agreements; (iii) the Purchaser shall be deemed to have forfeited the benefit of the term, with the consequent right for the Seller to immediately request payment of the entire amount due from it for all supplies made and not yet paid for.
9. Liability and Warranty
9.1 The Seller warrants ("Warranty") the quality of its Products and their freedom from defects for 12 (twelve) months from the date of shipment of the Products. Replacement of parts during the Warranty period does not extend the Warranty period. Labour is not included.
9.2 The Warranty shall cover the supply of parts to replace defective parts, delivered ex-works, excluding labour.
9.3 The Purchaser is obliged to report any lack of conformity and/or defects by e-mail, with an attached copy of the delivery note of the goods signed by the carrier, no later than 8 days, under penalty of forfeiture, from receipt of the goods or from the discovery of the defect, if hidden.
9.4 The Purchaser loses the right to the Warranty: (i) if the agreed terms of payment are not observed; (ii) if the faults are caused by inexperience, abnormal use, overload, poor maintenance, tampering or modifications of the Products not ordered by the Seller; (iii) if the original labels and/or marks have been removed.
9.5 Mondial Forni's liability in the event of defects or lack of conformity of the Products is limited to a ceiling equal to the price of the Products sold: indirect damages are excluded, with particular reference to machine downtime and production stoppage,
9.6 The Warranty does not cover normal wear and tear and normal deterioration of the system, as well as all so-called expendable or consumable materials (by way of example only: glass, seals, flooring, light bulbs).
9.7 Concerning the supply of replaced materials under Warranty, the following provisions shall be observed:
A- supply under Warranty without request for return of materials found to be defective
B- supply under Warranty with request for return of defective materials
In case "A", the Seller shall make available free of charge the parts deemed defective.
In case "B", delivery under Warranty is effected as follows: (i) The Seller shall make available ex-works and against payment the parts deemed defective and, at the same time, shall send the Buyer a "Materials Return Form", which shall indicate the number of the claim and must always accompany the defective goods returned to the company (ii) the Products must be returned to the Seller together with the "Materials Return Form" duly completed with appropriate packaging and all shipping documents marked "Parts Returned under Warranty", failing which the return will be refused (iii) Returns of materials found to be defective will not be accepted if the "Materials Return Form" is not duly completed in its entirety (iv) The Seller shall bear the cost of returning materials deemed defective only on condition that the Purchaser uses the couriers indicated by the Seller (v) Materials deemed defective must be returned, if requested, within the following terms within 30 days (ITALY); within 60 days (EUROPE and the REST OF THE WORLD) (vi) In the event of failure to return the materials within the specified terms, no credit note will be issued for materials previously supplied by the Seller against payment.
10. Force Majeure
10.1 For the purposes of this Article, "Force Majeure Events" are earthquakes, floods, pandemics, war, compulsory orders of Authorities and any other impediment if and to the extent that the Party hindered proves: a) that such impediment is beyond its reasonable control; and b) that such impediment could not have been reasonably foreseen at the time the Order was sent or the Order was confirmed; and c) that the effects of the impediment could not have been reasonably avoided by the Party concerned.
10.2 The Party affected by the Force Majeure Event shall in any case undertake to perform the Contracts concluded as far as possible and to limit as far as possible the damage caused to the other Party by the non-performance.
10.3 The Party invoking an event of Force Majeure shall promptly inform the other Party, in any case within 5 days from the knowledge of the fact preventing fulfilment, indicating the presumed duration of the impossibility of fulfilment. If the duration of the impossibility of fulfilment exceeds 90 days, the non-defaulting Party shall have the right to communicate that it is not interested in the execution of the Order, or of the part of the Order that has become impossible, with consequent termination of the Contract.
11. Applicable law and exclusive jurisdiction
11.1 Contracts of sale and supply of services shall be governed by Italian law.
11.2 For any dispute between the parties relative to the conclusion of the Contract, its interpretation, execution or termination, the Court of Verona shall have exclusive jurisdiction, with the express exclusion of any other jurisdiction. The Seller alone shall also have the right to apply to the Court of the place where the Purchaser has its registered office or residence.
12. Processing and protection of personal data
Pursuant to and for the purposes of Article 13 of EU Regulation no. 679/ 2016 ("General Data Protection Regulation - GDPR"), the Seller and the Buyer declare that they have mutually informed each other about: the identity and contact details of the Data Controller; the legal basis, purposes and methods of processing of their respective data; communication and dissemination of personal data to third parties; the data retention period; the mandatory or optional nature of the provision of data and the consequences of any refusal to answer or communicate them; the rights of the Data Subject and in particular the right to object to the processing of data relating to the Data Subject and/or to obtain the cancellation, transformation, updating, rectification and integration of such data.
By signing this contract, the parties mutually consent, where necessary pursuant to Article 7 of EU Regulation No. 679/ 2016, to the processing of their data under the aforementioned terms and limits. The Purchaser also acknowledges that he/she has fully read the aforementioned information notice at https://www.mondialforni.com/it/.