GENERAL TERMS AND CONDITIONS OF SALE
1.0 Sleipner Italia Srl (hereinafter referred to as The Company) is a company duly incorporated and existing in Massarosa, Via Giuseppe Duccini 120, Social Security/VAT Registration number IT02568210468, General Business Register (REA) number LU 235936, Court of Lucca, Certified Email: sleipnerItalysrl@legalmail.it.
1.1 These General Terms and Conditions of Sale shall apply to any sale made by Sleipner Italia Srl and shall supersede any special terms or conditions, including the Buyer’s terms and conditions of purchase unless otherwise established in writing by one of the Company’s appointees.
1.2 Sleipner Italia Srl is engaged in the sale of Sleipner and/or Side-Power products manufactured by Sleipner Motor AS or by the Company, in Italy. Consumer protection regulations shall not apply to products sold to professional Buyers.
1.3 By opening an account and/or placing an order, the Buyer accepts these General Terms and Conditions of Sale, regardless of any other stipulation that may be proposed by the Buyer.
1.4 These General Terms and Conditions of Sale may be changed at any time without notice. The General Terms and Conditions of Sale in force at the time of placing the order shall apply.
1.5 If one of these General Terms and Conditions of Sale is waived, the remaining terms and conditions shall remain in full force and effect.
1.6 No delay in exercising, or failure to exercise, any rights of Sleipner Italia Srl under the Agreement shall operate as a waiver whereof or of the right to enforce them in future, subject to any applicable laws.
2. ACCOUNTS AND ORDERS
2.1 Before sending their orders, potential Buyers shall apply for an Account Opening Form. Orders cannot be placed until Sleipner Italia Srl has received and accepted a written Account Opening Form.
2.2 Requests for quotes sent by Buyers to the Company shall be treated as mere requests, which shall not be finalized until a written order is issued by the Buyer and accepted by Sleipner Italia Srl, and shall by no means be treated as “official purchase orders”.
2.3 Orders shall be sent in writing by fax or by email. No claims can be made on orders sent by telephone.
2.4 To avoid mistakes when placing orders, the Buyer shall describe the products and mention Sleipner Italia Srl’s item number. Otherwise, Sleipner Italia Srl will not be liable for any misconstruction or misunderstanding that may be due to a lack of details.
2.5 No orders shall be accepted by Sleipner Italia Srl until confirmed in writing. Quotes may be changed without notice unless confirmed in writing.
2.6 Once confirmed in writing and in our Order Confirmation, orders may not be canceled or changed, unless otherwise decided in writing by one of Sleipner Italia Srl’s appointees.
3. CATALOGUE AND PRICE LIST
3.1 The specifications listed in the catalog (including hardcopy and electronic catalogs) and the prices shown in the latest price list may be changed without notice. 3.2 The prices and terms that are in force at the time of shipment and are shown in the Order Confirmation shall apply. For orders planned in the sailing season to be delivered in the following season (sailing season 1st September – 31st August the following year), the prices in force at the time of shipment, not those in force at the time of order, shall apply.
3.3 All prices are in Euro (€), ex works (EXW – incoterms 2000), net of VAT, shipping costs, special packages, and any customs duty, save as otherwise agreed between the Parties.
3.4 The minimum amount of each order shall be 100€+VAT as applicable. An additional 10,00€ shall be charged on orders of less than 100€+VAT.
4.1 The shipping terms stated in the Order Confirmation shall apply. Save as otherwise agreed between the Parties, all shipments shall be sent from Sleipner Italia Srl, EXW (incoterms 2000).
4.2 If Sleipner Italia Srl takes care of shipment, the shipping costs shall be invoiced back to the Buyer.
5. TRANSFER OF RISK
5.1 The Buyer shall always be responsible for any risk incurred by the goods and the shipment thereof as from the shipment of the goods, even if the goods are shipped FOB. For any sale and regardless of the destination, responsibility for the goods shall be taken over by the Buyer as soon as the goods leave Sleipner Italia Srl’s sites and warehouses, regardless of the terms of Sale and of the payment of the shipping charges.
5.2 The Buyer shall insure the goods at the Buyer’s expense against any shipping risk and shall make sure that, when the goods are delivered, the packages are in good condition and, if needed, shall file any claim with the shipping company, which shall be solely liable for any loss, breakage, failure or delay.
6. DELIVERY DATE
6.1 Sleipner Italia Srl’s delivery dates shall not be binding.
6.2 Except in the event of gross negligence on the part of Sleipner Italia Srl, the Buyer shall not use late deliveries as a pretext to cancel the sale, reject the goods or submit a claim for damage.
6.3 If, having been served notice of default, the Buyer rejects the delivery of the goods, Sleipner Italia Srl may demand enforcement of the sales agreement or consider the agreement finally terminated, without prejudice to any other damage or interest. Any prepayment made by the Buyer shall be withheld by Sleipner Italia Srl.
7.1 Any complaints for shortages or mistakes in the delivered goods or in the invoices shall be sent in writing (by fax or email), along with the Order Confirmation, to the shipping company and to Sleipner Italia Srl just after receiving the goods and otherwise within 8 days of the date of reception thereof. The phrase “unchecked goods” shall not be legally binding.
7.2 The Buyer shall report any failure or mistake found in the goods to Sleipner Italia Srl and shall not return the goods until the Company accepts such return. The shipping costs for returning the goods shall be borne by the Buyer unless Sleipner Italia Srl is responsible for the mistakes and failures found in the goods.
7.3 Complaints that are not sent to the shipping company and Sleipner Italia Srl on these terms and conditions shall not be accepted.
7.4 If the Buyer sends a complaint to the shipping company and to Sleipner Italia Srl on these terms and conditions and Sleipner Italia Srl is found to be responsible for such mistakes, then Sleipner Italia Srl shall repair, change or complete the goods, and such remedy shall override any discount, refund or cancellation of the sale.
7.5 Regardless of their truthfulness, the Buyer’s complaint shall not relieve the Buyer from the obligation to pay the full amount of the order, in compliance with the terms and conditions laid down in the Sales Agreement.
8.1 Usually, packaging is free of charge, except for special packages that will be charged extra above the net price of the order.
8.2 Special or export packages, packages for hazardous materials and for air or sea freight shall be charged extra and invoiced in a separate line of the order.
9.1 The payment terms mentioned in the Order Confirmation shall apply. No discounts shall be granted for prepayments. Payments shall be made in advance, save as otherwise agreed in the Order Confirmation.
9.2 Should there be any disagreement about any part of the invoice, the Buyer shall pay the undisputed part of the invoice without delay.
10. FAILURE TO PAY
10.1 Failure to pay on the due date shall be considered a serious breach of the Agreement, which shall entitle Sleipner Italia Srl to suspend all deliveries without notice and to terminate the sales agreement with the Buyer, without having to pay any damage or interest.
10.2 Failure to pay on the due date shall entitle Sleipner Italia Srl to ask the Buyer to pay any unexpired sum and to charge any default interest, insofar as provided under Legislative Decree no. 231/2002 as amended.
11. ASSIGNMENT OF RECEIVABLES
11.1 Sleipner Italia shall be entitled to assign the accrued receivables to any third party at any time and to take out solvency coverage without notice, and in such circumstance, the Buyer shall not be entitled to submit any claim for damage or termination or cancellation of the agreement.
12. TERMINATION – WITHDRAWAL – PENALTIES
12.1 [Without prejudice to article no. 52 of the applicable Consumer Code on out-of-store agreements] The Buyer cannot withdraw from an agreement for the supply of special goods if notice of such withdrawal is served after receiving Sleipner Italia Srl’s Order Confirmation or if Sleipner Italia Srl has started to build the goods or provide the supply.
12.2 As to standard goods, if the Buyer fails to collect the goods by the deadline set out in Sleipner Italia Srl’s Order Confirmation or if, after Sleipner Italia Srl has fulfilled the agreement or has started to produce the goods, the Buyer intends to cancel the order, then the Buyer shall pay a penalty, as follows:
– 25% of the net price of the ordered goods (sales price, net of VAT), except additional costs, such as packaging, shipping etc., if the goods have not been delivered yet;
– 50% of the net price of the ordered goods (sales price, net of VAT), except additional costs, such as packaging, shipping, etc., if the Buyer intends to return all of the delivered supply within one calendar month of the delivery date, with the written authorization of Sleipner Italia.
12.3 In any case, the goods shall be returned by the Buyer, at the Buyer’s expense, to the trading offices of Sleipner Italia, in Via Giuseppe Duccini 120, 55054 Massarosa (LU), Italy, in undamaged and perfect condition as delivered, according to the above rules and article no. 13.
13.1 No goods may be returned for any reason whatsoever unless previously agreed with and authorized by Sleipner Italia Srl in a special RMA form RMA with a Return Authorisation number. Otherwise, the returned goods will not be accepted and will be sent back, with all costs charged back to the Buyer, save as otherwise agreed between the Parties.
13.2 Goods shall be returned by the Buyer, at the Buyer’s expense, to the trading offices of Sleipner Italia in Via Giuseppe Duccini 120, 55054 Massarosa (LU), Italy. Returns shall be shipped at the Buyer’s risk, subject to Sleipner Italia Srl’s right to charge the Buyer for any damage.
13.3 Complaints for goods sold to professional buyers that are faulty or do not meet the order will not be accepted unless notified by registered letter with advice of receipt, by fax or by Certified Email, within eight days of reception of the goods; after such deadline, the Buyer shall no longer be entitled to file any complaint.
13.4 In any case, no returns or invoices will be accepted if:
– they do not have a waybill with Sleipner Italia Srl’s delivery number on it;
– are damaged;
– have damaged packages or labels or are not in the same condition as when delivered;
13.5 After one month from the reception of the goods, save as otherwise agreed in writing with the Buyer.
13.6 If the return is accepted by Sleipner Italia Srl due to an incorrect Buyer’s order, a restocking penalty equal to 20% of the invoiced amount or 20€ (the higher of the two) and the shipping costs will be charged.
13.7 If the mistake has been committed by Sleipner Italia Srl or by the shipping company, then no penalty or any other cost will be charged.
14.1 Consumers have the rights provided under the warranties on the sales of goods, in accordance with articles no. 128 and following of the Consumer Code; such rights shall apply regardless of the warranty set out in this article no. 14. Such warranty is provided by Sleipner Italia Srl, Via G. Duccini 120 – 55054 Massarosa (LU), Italy.
14.2 Goods manufactured by Sleipner Motor AS are guaranteed as free of manufacturing or material defects if used in normal conditions and as designed and built for.
14.3 The warranty shall last twenty-four (24) months as from the date of delivery of the craft to the final ship-owner and up to thirty (30) months from the date of delivery of the goods to the shipping company, distributor, or dealer, or 12 months for workboats. Proof of purchase shall be included to prove the warranty is still valid.
14.4 This warranty can be transferred and shall cover the goods for the time stated therein.
14.5 Without prejudice to the above sections, if a component is found to be faulty, the Buyer shall:
– (a) Send a written Request for Warranty to Sleipner Italia Srl (by fax or by email) or to an authorized service center, by filling in a detailed report to the best of its knowledge about the nature and circumstances of the fault, including the product’s serial number, the date of purchase, the place of purchase, proof of purchase, the installer’s name and address, and the Buyer’s name, address, and telephone number;
– (b) The Buyer shall return the faulty part or the unit, as requested, along with the above-mentioned statement, to Sleipner Italia Srl or to an authorized service center. Under no circumstance shall the faulty goods be sent back to Sleipner Italia Srl or to an authorized service center without a preliminary agreement between the Buyer and Sleipner Italia Srl. The Buyer shall pay the shipping costs for the return of the goods.
– (c) If after the inspection Sleipner Italia or the authorized service center find that the fault is the result of defective material or manufacture, then the faulty equipment will be repaired or replaced. The warranty will only cover the replacement and/or repair of those items that we find to be inherently faulty and that might impair the operation of the equipment, and not the costs incurred for such replacement (such as removal and/or installation, towage, etc.). Once repaired or replaced, the goods will be returned to the Buyer at Sleipner Italia Srl’s expense;
– (d) No refund on the purchase price will be granted to the Buyer, unless Sleipner Italia Srl is unable to repair the fault, after having had a reasonable number of opportunities to do it. Before being refunded the purchase price, the Buyer shall produce a written statement from a professional ship-chandler, certifying that the instructions for installation in the User and Installation Manual have been adhered to and that, despite this, the fault has not been remedied;
– (e) the warranty service shall only be provided by Sleipner Italia Srl or by an authorized assistance center, and anyone else’s attempt at repairing the fault shall void this warranty.
14.6 Sleipner Italia Srl’s warranty shall not cover any damage or failure that may arise from improper installation, tampering with, improper maintenance, misuse, improper use or any use other than as directed in the User’s Manual, from normal wear and tear, discoloration or if the OCM parts or accessories have been replaced with others that have not been approved by the manufacturer, if the goods are used in conditions that exceed the product’s performance specifications, including exposure to overheating, sprays of freshwater or saltwater, or if soaked in water unless the equipment has been specifically designed to be waterproof.
14.7 The warranty shall not cover faults that are the consequence of damages suffered during the shipment.
14.8 No other express warranty shall be provided, and there are no warranties exceeding those described in Section 14 hereunder. This warranty shall expressly supersede any other express or implied warranty, including any implied warranty of merchantability, fitness for the ordinary purposes such goods are used for, fitness for specific purposes, or any other obligation of Sleipner Italia Srl or its employees and agents.
14.9 Neither Sleipner Italia Srl nor its employees shall be liable for any direct damage, special damage, incidental damage, or consequential damage arising from any fault covered by the above warranty or any other sources, including loss of profit, loss of use, damage or replacement of capital goods and/or property. The warranty shall not cover packaging and shipping costs or any traveling costs for services to be performed at the Buyer’s premises. The Buyer shall bear the costs for the removal and reinstallation of the goods. The Buyer shall not be entitled to claim any refund for any incidental costs due to vessel and/or equipment downtime. The warranty services shall not be construed as an extension/renewal of the warranty. Faulty parts replaced during the warranty period shall remain the property of Sleipner Italia Srl. Only replaced parts shall be covered by a new warranty for the period stated therein.
14.10 Sleipner Italia Srl shall not be liable for any accidental or consequential damage whatsoever, including damages resulting from collisions with other ships or objects.
14.11 The warranty applies in any country in which the goods are sold, inside and outside the European Union, according to the applicable laws and regulations. This provision shall override any other verbal or written information provided to the Buyer. No one shall be authorized to provide different information in this respect on behalf of Sleipner Italia Srl.
14.12 The warranty shall not cover the replacement of the equipment while it is being repaired.
14.13 Sleipner Italia Srl reserves the right to disclaim the warranty if our goods are controlled by electric/electronic components of a different manufacturer that have not been preliminarily authorized in writing to operate in conjunction with our goods.
14.14 If, once serviced by our staff or by the staff of one of Sleipner Italia Srl’s authorized service centers, the fault is found to be uncovered by the manufacturer’s warranty, then any cost charged by such manufacturer for the inspection and repair of the goods shall be charged back to the Buyer, save as otherwise agreed between the Parties.
15. RETENTION OF TITLE
15.1 Even if the risk on the goods is taken over by the Buyer in accordance with Article no. 5 above, title to the goods shall remain vested in Sleipner Italia Srl until Sleipner Italia Srl has received the full payment:
– of the aforesaid goods;
– of any other goods supplied by Sleipner Italia Srl;
– of any other sum owed by the Buyer to Sleipner Italia Srl.
15.2 Until title to the goods is taken over by the Buyer according to this Article, the Buyer shall keep the goods in a separate area where they can be instantly identified as the property of Sleipner Italia Srl. The Buyer shall insure the goods and shall take over any risk of loss or damage to the goods.
15.3 The Buyer shall not be entitled to pawn or encumber any goods, the title to which is vested in Sleipner Italia Srl, or otherwise act as the owner of such goods.
15.4 Until title to the goods is taken over by the Buyer and subject to any other rights of Sleipner Italia Srl, Sleipner Italia Srl can regain possession of all or part of the goods at any time and have access to the Buyer’s premises (or authorize other parties to have access to the Buyer’s premises) for such purpose, or ask to have all or part of the goods given back.
15.5 The Buyer’s right to ownership of the goods shall immediately end if:
– a bankruptcy order is issued against the Buyer or the Buyer enters into an agreement or a composition with creditors or resorts to any applicable law that may involve debt relief for insolvent debtors or if the Buyer (if a legal person) convenes a (formal or informal) meeting of creditors or goes into (voluntary or compulsory) liquidation unless such voluntary liquidation is solely aimed at a reorganization or merger, or if a receiver and/or a trustee or administrator or administrative receiver is appointed in connection with the Buyer’s company or with part of it, or if a resolution is passed or a petition is filed with a court to wind up the Buyer’s company, or if legal proceedings are started against the Buyer’s actual or potential insolvency; or
– enforcement proceedings are issued on the Buyer’s assets, at law or in equity, or if the Buyer has authorized such proceedings, or such proceedings have been enforced by a third party against the Buyer, or if the Buyer fails to meet or accomplish its obligations under the Agreement or any other agreement entered into with a company or with the Buyer, or if the Buyer cannot repay its debts pursuant to article no. 1523 of the Italian Code of Civil Procedure;
– the Buyer encumbers the goods with mortgages or any other pledge.
15.6 Sleipner Italia Srl shall be entitled to recover payment of the goods even if title to such goods has not been transferred yet.
15.7 If one of the provisions of the agreement is determined to be or have become invalid or unenforceable by a court or an authority having jurisdiction, such clause shall be removed and the validity and enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired.
16. INTELLECTUAL PROPERTY
16.1 All the patents, drawings, trademarks, copyrights, and any other industrial or intellectual property rights of Sleipner Motor AS on the goods sold by Sleipner Italia Srl, including their components, packages, and materials, shall be the exclusive property of Sleipner Italia Srl. The Buyer may not use the intellectual property rights of Sleipner Italia Srl in any form whatsoever, without a prior agreement. In particular, the Buyer shall submit to Sleipner Italia Srl any publication or form of advertisement that may involve the use of any intellectual property rights of Sleipner Italia Srl, and Sleipner Italia Srl reserves the right to change or ban such publications or advertisements.
17. FORCE MAJEURE
17.1 Should Sleipner Italia Srl be hindered or be late in fulfilling the obligations laid down by the Sales Agreement as a result of a strike, lockout, business litigation, decisions issued by local or national governments or other public authorities, natural catastrophes, storms, fires, floods, explosions, accidents, theft, unavailability of stock, public disorders, riots, wars or any other force majeure circumstance that is beyond the control of Sleipner Italia Srl, the Sales Agreement may be suspended or terminated by Sleipner Italia Srl without notice. Sleipner Italia Srl shall by no means be liable for any damage or delay that may be caused by the aforesaid hindrances or by the ensuing suspension or termination of the Sales Agreement.
18. NOTICE PURSUANT TO LD No. 231/2001
18.1 The Buyer is aware of the applicable regulations on the administrative liability of companies and the provisions of Legislative Decree no. 231/2001. The Buyer is aware that Sleipner Italia Srl has implemented a Code of Ethics, in compliance with Legislative Decree no. 231/2001. In addition, the Buyer is aware of the text posted on the website www.side-power.it. The Buyer shall not engage and shall make its directors, employees and/or consultants abstain from engaging, in any deeds or behaviors that might infringe the Code of Ethics of Sleipner Italia Srl and, more generally, committing the crimes listed in such Legislative Decree no. 231/2001. In addition, the Buyer agrees that appropriate measures have been taken to make sure this Agreement may be fulfilled in accordance with the Code of Ethics of Sleipner Italia Srl. Should the Buyer breach Legislative Decree no. 231/2001 or the Code of Ethics, Sleipner Italia Srl may terminate the Agreement for default, pursuant to article no. 1456 of the Code of Civil Procedure, by serving a written notice to the Buyer to such effect by registered letter with advice of receipt.
19.1 None of the rights and generally none of the legal relations that may result from or arise out of the Agreement may be assigned or transferred by the Buyer to any third party, without the written authorization of Sleipner Italia Srl.
20. PLACE OF JURISDICTION
21. These terms and conditions of Sale and any sale completed on the basis of such terms shall be governed and construed in accordance with the law of the Republic of Italy.
21.2 Any controversy arising from or in connection with these General Terms and Conditions of Sale or with any sale completed on the basis of such terms shall be referred to the courts having jurisdiction on the place n which Sleipner Italia Srl has its registered offices (Court of Lucca).
Sleipner Italia Srl
Via Giuseppe Duccini 120
55054 Massarosa (LU) – Italy
Phone: +39 0584 1788149
Fax: +39 0584 1856668
Via Giuseppe Duccini 148
55054 Massarosa (LU) – Italy
Phone: +39 0584 1788149
Fax: +39 0584 1856668
Capitale Sociale € 10.000 i.v.
P. IVA IT02568210468
REA n. LU 235936