Conditions of sale

1 - SCOPE OF APPLICATION 
These General Terms and Conditions of Sale define and govern - together with the additional documents that make up the contract - the sales between Idroelettrica SpA (with registered office in San Cesario sul Panaro (MO), Via Bellini n. 2) and its Customers. Any sale made by Idroelettrica SpA is understood to be governed exclusively - in addition to the conditions from time to time expressed in the Customer Commitment (order confirmation) issued by Idroelettrica SpA - by the General Conditions of Sale set forth below, which are applicable to any order placed with Idroelettrica SpA and which the Buyer declares to know and accept in full and without exception. 
These conditions shall apply to the exclusion of any other clause or condition, except for any special clauses agreed in advance in writing and signed for acceptance by the parties.
All additional clauses or special conditions of purchase that are incompatible with these general conditions, even if they appear on the Buyer's order, shall be considered as not affixed and replaced by these General Conditions of Sale.
Idroelettrica SpA reserves the unquestionable right to modify these General 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 shall not affect the validity and/or applicability of the remaining provisions of these General Terms and Conditions of Sale.
These General Terms and Conditions of Sale are published on the website: https://www.idro-elettrica.it, under "General Terms and Conditions of Sale" so that they are deemed known and accepted by all Buyers. 

2 - ORDERS FROM CUSTOMERS/CUSTOMER COMMITMENT
The order in any form forwarded by the Buyer shall be deemed accepted by Idroelettrica SpA only upon receipt of the Customer Commitment issued by Idroelettrica SpA signed and stamped for acceptance on all pages by the Buyer as well as - if any - the "Technical Document" also signed and stamped for acceptance or, in the case of over-the-counter sales of immediately available products, with its execution by Idroelettrica SpA through direct delivery of the products. 
The Customer Commitment issued by Idroelettrica SpA signed and stamped for acceptance on all pages by the Buyer defines and sets forth all 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 an express reference to them, fully replacing any statements in the purchase order and attached conditions sent by the Buyer.
In case of any discrepancy between what is stated on the Customer Commitment issued by Idroelettrica SpA and what may be stated on the Buyer's order, the supply conditions stated on the Customer Commitment sent by Idroelettrica SpA shall prevail. 
Any technical/constructive and/or quantitative changes requested by the Buyer after the transmission of the signed and stamped Customer Commitment will be considered valid only after written acceptance by Idroelettrica SpA and will entail the charging of any resulting charges.
The commencement of the terms specified in the order will commence from the date of receipt of all stamped and signed documents and upon receipt of the down payment to the order (where applicable). If the Buyer does not confirm the Customer Commitment within 15 calendar days after the date of its issuance and unless otherwise agreed in writing, Idroelettrica SpA reserves the right to revise the agreed terms of supply (prices, delivery times and payment terms).
Idroelettrica SpA will accept requests for postponement of the delivery date up to 20 working days before the delivery date indicated in the Customer Commitment and, in this case, reserves the right to revise the agreed supply conditions (prices and/or payment terms). Beyond this deadline Idroelettrica SpA reserves the right to complete production by the agreed date and the Buyer agrees 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 Buyer is to be considered merely indicative and represents the date of preparation of the material and goods at the plants in San Cesario sul Panaro (MO). Idroelettrica SpA shall not be liable for delays in the preparation of material and goods due to force majeure, i.e., when performance is rendered impossible or unreasonably burdensome by an unforeseeable impediment independent of its will (such as, but not limited to, strike, boycott, lockout, fire, war, embargo, power outages, delays in the delivery of components or raw materials), which will be communicated in writing to the Buyer. Any delays in the delivery of the goods do not entitle the Buyer to cancel or change orders, nor to demand penalties or indemnities of any kind, nor to change the agreed terms of payment. 
Idroelettrica SpA will notify the Buyer that the goods are ready for delivery by means of a "notice of ready goods" to be sent in writing by e-mail.
Idroelettrica SpA may fulfill the order received by also making partial deliveries, made at later times which, taken together, correspond to the total supply requested. Idroelettrica SpA may, at any time, decide not to execute or suspend the agreed deliveries if the Buyer defaults on payments due.

4 - PAYMENT CONDITIONS.
Payments must be made punctually according to the terms and conditions indicated in the Customer Commitment signed and stamped for acceptance by the Buyer or, in the absence of the Customer Commitment signed and stamped for acceptance, according to the terms and conditions indicated in the invoice. Any requests for clarifications or objections regarding the invoice must be communicated to Idroelettrica SpA in writing to the e-mail address: [email protected] no later than 10 days from the date of receipt of the electronic invoice.
By signing the Customer Commitment, the Buyer is fully aware and accepts that, regardless of the delivery of the material, Idroelettrica SpA will issue the invoice at its charge by the end of the month in which the "notice of goods ready" was sent, and confirms that it will comply with the payment terms agreed upon in accordance with the terms indicated in the Customer Commitment. 
If a concession is made for renewal of payments or in case of non-payment or late payment of an invoice by the due date, interest on arrears will accrue pursuant to Legislative Decree No. 231/2002 from the date of the outstanding due date without the need for notice of default.
For invoices (or sum of invoices from the same month) of less than €150.00 (excluding VAT), €10.00 will be charged for minimum charges, excluding supplies paid during the month, or referring to service or repairs. 
Any claims or disputes of the Buyer shall not entitle the Buyer to suspend or otherwise delay payments for the disputed goods, nor, much less, for other supplies.

5 - SHIPMENT and TRANSPORT
In the case of orders that provide for shipping and transportation, they will be carried out according to the procedures specified in the Customer Commitment as well as - if any - in the "STANDARD TRANSPORT CONDITIONS" form sent together with the Commitment itself, which summarizes the standard conditions governing transportation handled by Idroelettrica SpA. It is the Customer's responsibility to notify Idroelettrica SpA, within 2 days of receipt of the form, of any transport and/or delivery conditions that differ from the standard ones, if they are not practicable, by filling in the relevant parts and subsequently returning to Idroelettrica Spa the "STANDARD TRANSPORT CONDITIONS" form.
In the event that the delivery of the goods requires the use of means equipped with hydraulic tailgate or mechanical crane, Idroelettrica SpA must be informed in advance and this must be clearly indicated in the Buyer's order. The resulting increased costs will be charged in full to the Buyer, possibly including the issuance of a debit note regarding the additional costs reserving a 30 ggfm payment. If no special instructions are given to this effect, shipment will be made by the means Idroelettrica SpA deems most appropriate. 
For shipments within Italy, excluding islands, the following amounts will be charged:
- minimum deliverable amount per single order: € 150
- from € 150 to € 500 will be charged € 15
- over € 500 will be charged 3% of the taxable amount
For parcels exceeding 100 kg or 1 cubic meter, with a length exceeding 3 meters and/or for material that can only be transported by crane truck, transportation costs will be communicated from time to time.

6 - STORAGE CHARGES
After 5 calendar days from the "notice of goods ready" sent to the Buyer in writing by e-mail, if it is not possible to deliver the material for the following reasons: the Buyer does not arrange for collection, or does not authorize the shipment in the case where transportation is by Idroelettrica SpA, or it is not possible to execute it for lack of precise instructions from the Buyer, Idroelettrica SpA will charge the following storage fees as reimbursement for insurance, handling, custody and storage costs: 
   (a) 20 € for each day of storage, elapsed 5 from the notice of ready goods
   b) Firebox 150 € initial fixed cost for handling and transfer to storage.
   c) Fireblock-Tanks-Tanks 300 € initial fixed cost for handling and transfer to storage.
The same will be applied even if, 10 calendar days before the date of readiness of the goods, the Buyer requests suspension of the order or postponement of the delivery date. 
Storage charges will be charged by Debit Note by bank receipt at 30 days f.o.b.
Any liability of Idroelettrica SpA for deterioration of products resulting from prolonged storage in its warehouses is excluded.

7 - RIGHT OF WITHDRAWAL AND SUSPENSION OF PERFORMANCE 
In the event of delay in payment by the Buyer, Idroelettrica SpA reserves as of now the right to suspend, even without notice, and/or withdraw from any ongoing contracts, even if different from those to which the delayed or non-payment refers, and this without any right on the part of the Buyer to indemnity or compensation of any kind.
Idroelettrica SpA also reserves the right to withdraw and/or suspend performance whenever a change in the Buyer's financial conditions and/or other signs of insolvency appear to the Buyer such as to suggest that the Buyer will not fulfill its payment obligation and whenever circumstances come to its knowledge that cast doubt on the Buyer's solvency and payment of the price or consideration within the agreed terms.

8 - PROPERTY RESERVE.
Goods sold with deferred payment shall be deemed assigned (art.1523 et seq., and art. 2762 civil code) with reservation of title in favor of Idroelettrica SpA until full payment. Ownership of the goods will remain with Idroelettrica SpA until full payment of the price is made, it being understood that the sale takes place under the condition that full payment is made. Therefore, in the event of even partial default by the Buyer, Idroelettrica SpA shall have the right to demand the immediate return of the goods, even in the event of bankruptcy, retaining in any case the down payments paid as indemnity except for greater damages. In the event of termination of the contract, the installments and advances collected by Idroelettrica SpA shall remain acquired by way of use fee or indemnity, except for greater damages, without prejudice to the legal provisions on sale with retention of title. The Buyer undertakes to keep Idroelettrica SpA constantly informed of the place where the materials sold under reservation of title are kept. During the aforementioned period, the Buyer shall assume the obligations and responsibilities of custodian of the things supplied and may not alienate, give in use or pledge, move, let seize or attach such products without declaring ownership to Idroelettrica SpA and without giving immediate notice to the same by registered letter with return receipt or by pec. 

9 - COMPLAINTS.
Any claims for defects, non-conformities or anomalies in the goods must be submitted to Idroelettrica SpA in writing to the PEC address idroelettricaspa@pec.it within 8 days of receipt of the goods, together with the references of the fiscal documents issued at the time of delivery.  

10 - WARRANTY.
Idroelettrica SpA guarantees 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 for by D.LGS n. 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 complaint of defects and/or the request for replacement or repair of products under warranty does not authorize the Buyer to suspend payments; any subsequent recognition of a warranty, is however subject to the regularity of payments and does not give any right to the Buyer to suspend or modify its contractual obligations, nor does it give any right to claims for direct and indirect damages caused by Idroelettrica SpA products. 
Material that needs to be repaired or replaced must be sent to Idroelettrica SpA only carriage paid and will be returned freight collect. The costs necessary to disassemble and reassemble the products from the place where they are installed shall be borne by the Buyer. If the Buyer requests that repair or replacement of the material under warranty should be carried out at the place of installation, the respective arrangements should be agreed with Idroelettrica SpA.
The warranty is limited exclusively to repair or replacement free of charge of parts recognized by Idroelettrica SpA with defects in material or construction, or wrongly supplied.
Idroelettrica SpA shall in no way be liable, and the warranty shall not be acknowledged, if the customer or third parties carry out repairs or replacements of the products or parts thereof without the written authorization of Idroelettrica SpA, and in any case any kind of indemnity for repairs or modifications so carried out is excluded.
The following are understood to be excluded from any form of warranty, by way of example only and not limitation: parts damaged by incorrect electrical connections and/or hydraulic connections, by connections that do not comply with what is prescribed in the regulations and laws in force, by insufficient maintenance, by normal wear and tear, by galvanic currents, by chemical corrosion, by failure to comply with the technical prescriptions given in the Use and Maintenance Booklet accompanying the goods, by tampering, by modifications or repairs undertaken by the Buyer without express written authorization from Idroelettrica SpA or carried out before the defect was reported, or defects resulting from incorrect selection of the product, incorrect installation, applications not provided for in the technical specifications, exceeding the operating limit values, use with material with fluids having characteristics other than those prescribed, inadequate or incorrectly sized or regulated protections or electrical supply lines.
Any damage and expense caused by an unfounded claim shall remain the Buyer's responsibility. 
This warranty excludes all other warranties, whether express or implied, as well as any warranties relating to the responsiveness of the products to particular customer requirements.

11 - RETURNS.
The Buyer who wishes to return material must complete and send the form "REQUEST FOR GOODS RETURN AUTHORIZATION" available on the Idroelettrica SpA website in the "Services/Forms" section. Under no circumstances will the return of material be accepted unless prior written authorization is obtained. Authorized items must be returned carriage paid to the headquarters of Idroelettrica SpA and will be credited with any agreed value, after evaluation and control of the perfect functionality of the returned material.

12 - PENALTIES. 
Idroelettrica SpA does not accept Buyer's terms of supply that provide for the charging of penalties of any kind.

13 - DOCUMENTATION and CHARACTERISTICS of the MATERIAL.
Descriptive and illustrative information about products on Idroelettrica SpA's website and printed documentation (such as, but not limited to, brochures and catalogs) are for informational purposes only.
Idroelettrica SpA 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 of 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 entitle the Buyer to revoke said order.

14 - SPECIAL CLAUSE 
The Buyer undertakes to comply with all legal provisions concerning the exportation and/or re-exportation of products purchased from Idroelettrica SpA, holding the same relieved and indemnified from any of its claims and those of third parties, as well as from any prejudicial consequence that may arrive from the exportation and/or re-exportation of the aforementioned products that is carried out by the Buyer in the absence of any prescribed authorizations.

15 - FORUM
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 Conditions of Sale, even if with foreign nationals or for goods supplied abroad, is governed by Italian law and the court of exclusive jurisdiction is the Court of Modena with the 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, as defined in art. 3).

1. In accordance with Reg. 679/2016/EU the data will be processed by the recipient for the management of the service/product requested/offered to us
2. The data will be processed by paper and computerized means
3. The data will not be disseminated but, possibly, communicated to other well identified subjects for the organizational aspects inherent to the performance of the service/provision of the product.
4. At any time, the rights under Articles 7, 15-21, 51 of Reg. 679/2016/EU may be exercised by data subjects by contacting the Data Controller at the Company's registered office.

IT
EN