1 - SCOPE OF APPLICATION
These General Terms and Conditions of Sale define and govern – together with the additional documents that comprise the contract – sales between Idroelettrica S.p.A. (with registered office in San Cesario sul Panaro (MO), Via Bellini n.2) and its Customers.
Every sale made by Idroelettrica S.p.A. shall be governed exclusively – in addition to the conditions expressed from time to time in the Customer Commitment (order confirmation) issued by Idroelettrica S.p.A. – by the General Terms and Conditions of Sale set forth below, which are applicable to any order placed with Idroelettrica S.p.A. and which the Purchaser declares to know and accept in full and without exception.
These conditions apply to the exclusion of any other clause or condition, except for any special clauses previously agreed in writing and signed for acceptance by the parties.
All additional clauses or special purchase conditions incompatible with these general conditions, even if stated on the Purchaser’s order, shall be considered null and void and replaced by these General Terms and Conditions of Sale.
Idroelettrica S.p.A. reserves the unquestionable right to modify these General Terms and Conditions of Sale at any time, without retroactive effect.
The invalidity and/or inapplicability, in whole or in part, of one or more provisions of these General Terms and Conditions of Sale does not affect the validity and/or applicability of the remaining provisions of these General Terms and Conditions of Sale.
2 - CUSTOMER ORDERS/CUSTOMER COMMITMENT
The order in any form submitted by the Purchaser shall be deemed accepted by Idroelettrica S.p.A. only upon receipt of the Customer Commitment issued by Idroelettrica S.p.A. signed and stamped for acceptance on all pages by the Purchaser as well as – if present – the document summary sheet, called “Doc-Firma”, also signed and stamped for acceptance or, in the case of over-the-counter sale of immediately available products, with its execution by Idroelettrica S.p.A. through direct delivery of the products.
The Customer Commitment issued by Idroelettrica S.p.A. signed and stamped for acceptance on all pages by the Purchaser defines and sets forth all the final and binding conditions and contents of the contract together with the provisions of these General Terms and Conditions of Sale which apply even without their express reference, completely replacing what may be stated in the purchase order and attached conditions sent by the Purchaser.
In case of discrepancy between what is stated in the Customer Commitment issued by Idroelettrica S.p.A. and what may be indicated on the Purchaser’s order, the supply conditions stated in the Customer Commitment sent by Idroelettrica S.p.A. shall prevail.
Any technical/construction and/or quantitative modification requested by the Purchaser after transmission of the signed and stamped Customer Commitment shall be deemed valid only after written acceptance by Idroelettrica S.p.A. and will result in the charging of any resulting costs.
The terms indicated in the order shall begin from the date of receipt of all stamped and signed documents and upon receipt of the order deposit (where applicable). Should the Purchaser not confirm the Customer Commitment within 15 calendar days following the date of its issue and, unless otherwise agreed in writing, Idroelettrica S.p.A. reserves the right to revise the agreed supply conditions (prices, delivery times, and payment terms).
Idroelettrica S.p.A. will accept requests to postpone the delivery date up to 20 working days before the delivery date indicated in the Customer Commitment and, in such case, reserves the right to revise the agreed supply conditions (prices and/or payment terms).
Beyond this deadline, Idroelettrica S.p.A. reserves the right to complete production by the agreed date and the Purchaser accepts that the goods will be invoiced according to the terms indicated in the Customer Commitment.
3 – GOODS PREPARATION AND DELIVERY
The date indicated in the Customer Commitment signed and stamped for acceptance by the Purchaser is to be considered merely indicative and represents the date of preparation of the material and goods at the facilities in San Cesario sul Panaro (MO). Idroelettrica S.p.A. is not responsible for delays in the preparation of material and goods due to force majeure, that is, when execution is made impossible or unreasonably burdensome by an unforeseeable impediment independent of its will (such as, by way of example only and not exhaustively, strike, boycott, lockout, fire, war, embargo, power interruptions, delays in delivery of components or raw materials), which will be communicated in writing to the Customer. Any delays in the delivery of goods do not authorize the Purchaser to cancel or modify orders, nor to demand penalties or compensation of any kind, nor to modify the agreed payment terms.
Idroelettrica S.p.A. will notify the Purchaser of the preparation of goods ready for delivery through a “goods ready notice” to be sent in writing by email.
Idroelettrica S.p.A. may proceed with the received order by also making partial deliveries, executed at successive times which, considered collectively, correspond to the total supply requested. Idroelettrica S.p.A. may, at any time, decide not to execute or suspend the agreed supplies, should the Purchaser default on payments due.
4 – PAYMENT TERMS
Payments must be made punctually according to the methods and terms indicated in the Customer Commitment signed and stamped for acceptance by the Purchaser or, in the absence of the Customer Commitment signed and stamped for acceptance, according to the methods and terms indicated on the invoice. Any requests for clarification or disputes relating to invoicing must be communicated to Idroelettrica S.p.A. in writing at the email address: [email protected] within and no later than 10 days from the date of receipt of the electronic invoice.
By signing the Customer Commitment, the Purchaser is fully aware and accepts that, regardless of the delivery of the material, Idroelettrica S.p.A. will issue the invoice to them by the end of the month in which the “goods ready notice” was sent, and confirms that they will comply with the agreed payment terms according to the methods indicated in the Customer Commitment.
Service provisions (initial start-up, shaft line installation, on-site assembly…), unless otherwise agreed, are always included in the same delivery note for the material to which they refer, and are therefore invoiced together with the material with the same payment deadlines, even if not yet performed.
Should an extension of payments be granted or in case of non-payment or late payment of an invoice within the prescribed term, default interest pursuant to Legislative Decree no. 231/2002 shall accrue from the unpaid due date without the need for formal notice.
For invoices (or sum of invoices for the same month) of an amount less than €150.00 (VAT excluded), €10.00 will be charged for minimum amount expenses, excluding supplies paid during the month, or relating to assistance or repair interventions.
Any complaints or disputes by the Purchaser do not give the Purchaser the right to suspend or otherwise delay payments for the goods subject to dispute nor, even less, for other supplies.
5 - SHIPPING AND TRANSPORT
In the case of orders that include shipping and transport, they will be executed according to the methods specified in the Customer Commitment as well as – if present – in the “STANDARD TRANSPORT CONDITIONS” form sent together with the Commitment itself, where the standard conditions governing transport managed by Idroelettrica S.p.A. are summarized.
It is the Customer’s responsibility to notify Idroelettrica S.p.A., within 2 days of receiving the form, of any transport and/or delivery conditions different from the standard ones, should they not be practicable, by completing the relevant sections and subsequently returning the “STANDARD TRANSPORT CONDITIONS” form to Idroelettrica S.p.A.
In the event that delivery of the goods requires the use of vehicles equipped with a hydraulic tailgate or mechanical crane, Idroelettrica S.p.A. must be informed in advance and this must be clearly indicated in the Purchaser’s order. The resulting additional costs will be charged in full to the Purchaser, possibly also with the issue of a debit note relating to the additional costs with payment terms of 30 days end of month. Should no particular instructions be provided in this regard, shipping will be carried out by the means deemed most appropriate by Idroelettrica S.p.A..
For shipments in Italy, excluding islands, the following amounts will be charged:
- minimum deliverable amount per single order: €150
- from €150 to €500, €15 will be charged
- over €500, 3% of the taxable amount will be charged
For packages exceeding 100 kg or 1 cubic meter, with length exceeding 3 meters and/or for material transportable only by truck crane, transport costs will be communicated from time to time.
6 - STORAGE COSTS
After 5 working days from the “goods ready notice” sent to the Purchaser in writing by email, should it not be possible to deliver the material for the following reasons: the Purchaser does not arrange for collection, or does not authorize shipping in the case where transport is handled by Idroelettrica S.p.A., or it is not possible to execute it due to lack of precise instructions from the Purchaser, after 5 days from the goods ready notice, Idroelettrica S.p.A. will charge the following storage costs as reimbursement for insurance, handling, custody, and warehousing costs:
- €20/day for the first 30 days, – €45/day from the 31st day – €70/day beyond the 61st day
- Firebox €150/module fixed initial cost for handling and transfer to storage
- Fireblock-Tanks-Cisterns €300 fixed initial cost for handling and transfer to storage
The same will also be applied should the Purchaser, 10 calendar days before the goods preparation date, request suspension of the order or postponement of the delivery date.
Storage costs will be charged via Debit Note by bank receipt at 30 days end of month.
Any liability of Idroelettrica S.p.A. for deterioration of products resulting from prolonged storage in its warehouses is excluded.
7 - RIGHT OF WITHDRAWAL AND SUSPENSION OF EXECUTION
In case of delay in payments by the Purchaser, Idroelettrica S.p.A. reserves the right to suspend, even without notice, and/or withdraw from any contracts in progress, even if different from those to which the delayed or non-payment refers, and this without any right on the part of the Purchaser to compensation or damages of any kind.
Idroelettrica S.p.A. also reserves the right to withdraw and/or suspend execution whenever there is a change in the Purchaser’s financial conditions and/or other signs of insolvency such as to suggest that the Purchaser will not fulfill the payment obligation and whenever circumstances come to its knowledge that cast doubt on the Purchaser’s solvency and payment of the price or consideration within the agreed terms.
8 - RETENTION OF TITLE
Goods sold with deferred payment are deemed sold (art. 1523 et seq., and art. 2762 of the Italian Civil Code) with retention of title in favor of Idroelettrica S.p.A. until full payment. Ownership of the goods shall remain with Idroelettrica S.p.A. until the entire price has been paid, it being understood that the sale takes place under the condition of full payment having been made.
Therefore, in case of even partial default by the Purchaser, Idroelettrica S.p.A. shall have the right to request immediate return of the goods, even in case of bankruptcy, while retaining the deposits paid as compensation, without prejudice to greater damages. In case of contract termination, the installments and advances collected by Idroelettrica S.p.A. shall remain acquired as usage fee or compensation, without prejudice to greater damages, subject to the legal provisions on sale with retention of title. The Purchaser undertakes to keep Idroelettrica S.p.A. constantly informed of the location where materials sold with retention of title are kept. During the aforementioned period, the Purchaser shall assume the obligations and responsibilities of custodian of the supplied goods and may not sell, lease or pledge, move, allow seizure or attachment of such products without declaring the ownership of Idroelettrica S.p.A. and without giving immediate notice to the same by registered mail with return receipt or by certified email.
9 - COMPLAINTS
Any complaints for defects, non-conformities, or anomalies of the goods must be sent to Idroelettrica S.p.A. in writing at the certified email address [email protected] within 8 days of receipt of the goods, together with references to the tax documents issued at the time of delivery.
10 – WARRANTY
Idroelettrica S.p.A. warrants its products for a maximum duration of 12 (twelve months) from the date of the transport document issued by the same and in any case according to the terms provided by Legislative Decree no. 206 of 06/09/2005 and subsequent amendments and additions; products repaired under warranty will be subject to the same warranty for a period of 6 (six) months from the date of repair.
The submission of a notice of defects and/or the request for replacement or repair of products under warranty does not authorize the Purchaser to suspend payments; any subsequent recognition of a warranty is in any case subject to payment regularity and does not give the Purchaser any right to suspend or modify their contractual obligations, nor does it give the right to claims for direct and indirect damages caused by Idroelettrica S.p.A. products.
Material that must be repaired or replaced must be sent to Idroelettrica S.p.A. exclusively carriage paid and will be returned carriage forward.
The costs necessary for disassembly and reassembly of products from the place where they are installed are borne by the Purchaser.
Should the Purchaser request that repair or replacement of material under warranty be carried out at the installation site, the respective methods must be agreed with Idroelettrica S.p.A..
The warranty is limited exclusively to free repair or replacement of parts recognized by Idroelettrica S.p.A. as having material or construction defects, or erroneously supplied.
Idroelettrica S.p.A. shall in no way be liable, and the warranty cannot be recognized, should the customer or third parties carry out repairs or replacements of the products or parts thereof without the written authorization of Idroelettrica S.p.A., and any type of compensation for repairs or modifications thus carried out is in any case excluded.
Excluded from any form of warranty, by way of example only and not limitation, are: parts damaged by incorrect electrical connections and/or hydraulic connections, by connections not compliant with the provisions of current regulations and laws, by insufficient maintenance, by normal wear and tear, by galvanic currents, by chemical corrosion, by failure to comply with the technical requirements stated in the Use and Maintenance Manual accompanying the goods, by tampering, by modifications or repairs undertaken by the Purchaser without express written authorization from Idroelettrica S.p.A. or performed before reporting the defect, or defects arising from incorrect product selection, incorrect installation, applications not provided for in the technical specifications, exceeding operating limit values, use of material with fluids having characteristics different from those prescribed, inadequate or improperly sized or adjusted electrical supply lines or protections.
Any damage and expense caused by an unfounded complaint shall remain at the Purchaser’s expense.
This warranty excludes any other type of warranty, whether express or implied, as well as any warranty relating to the suitability of products for particular customer requirements.
11 – RETURNS
The Purchaser wishing to return material must complete and send the “REQUEST FOR GOODS RETURN AUTHORIZATION” form available on the Idroelettrica S.p.A. website in the “Services/Forms” section.
In no case will the return of material be accepted without prior written authorization.
What is authorized must be returned carriage paid to the Idroelettrica S.p.A. premises and its value, if agreed, will be credited, subject to evaluation and verification of the perfect functionality of the returned material.
12 - PENALTIES
Idroelettrica S.p.A. does not accept Purchaser supply conditions that provide for the charging of penalties of any kind.
13 - DOCUMENTATION AND MATERIAL CHARACTERISTICS
Descriptive and illustrative information on products present on the website and on paper documentation (such as, by way of example only and not exhaustively, brochures and catalogs) of Idroelettrica S.p.A. are for informational purposes only.
Idroelettrica S.p.A. reserves the right to update the type and range of products represented and/or make improvements to the technical characteristics of the products represented at any time without any obligation on its part to communicate such updates.
Any technical updates to the material subject to a Customer Commitment that do not concern its essential technical characteristics, even if subsequent to acceptance of the Customer Commitment, do not give the Purchaser the right to revoke the order itself.
Requests for documents other than those indicated in the Customer Commitment and/or in the technical documents attached to it must be sent before acceptance of the Customer Commitment, in order to evaluate their availability and/or production. If positive, the times, methods, and any costs necessary for their preparation will be communicated.
Duplicates of documents already sent may be requested, with charging of related expenses, by email indicating the serial number or delivery note of the material supply.
14 - SPECIAL CLAUSE
The Purchaser undertakes to comply with all legal provisions concerning the export and/or re-export of products purchased from Idroelettrica S.p.A., holding the same harmless and indemnified from any claim by itself and third parties, as well as from any detrimental consequence that may arise from the export and/or re-export of the aforementioned products carried out by the Purchaser in the absence of any required authorizations.
15 – JURISDICTION
It is expressly accepted that any dispute relating to the conclusion, validity, interpretation, execution, and termination of the contract and contractual relationships arising from these General Terms and Conditions of Sale, even with foreign citizens or for goods supplied abroad, is governed by Italian law and the competent court with exclusive jurisdiction is the Court of Modena with exclusion of any other (regardless of the place of signature of the contractual conditions and without prejudice to the effects of Legislative Decree no. 206 of 06/09/2005 for supplies made to consumers, according to the definition referred to in art. 3).
- Pursuant to Regulation 679/2016/EU, data will be processed by the recipient for the management of the service/product requested from us/offered
- Data will be processed using paper and computerized methods
- Data will not be subject to disclosure but, possibly, communication to other well-identified parties for organizational aspects relating to the performance of the service/supply of the product.
- At any time, data subjects may exercise the rights referred to in arts. 7, 15-21, 51 of Regulation 679/2016/EU by contacting the Data Controller at the registered office of the Company.
