GENERAL CONDITIONS OF SALE
1.1 Pursuant to the Conditions herein, the terms specified below shall have the following meaning:
a) Seller: Fami Srl;
b) Buyer: any company, body or legal entity that purchases the Seller’s products;
c) Products: the goods manufactured, assembled and/or marketed by the Seller;
d) Order: each proposal for the purchase of Products submitted by the Buyer to the Seller;
e) Order Confirmation: the Seller’s written acceptance of the Order;
f) Contract: the sale concluded between the Seller and the Buyer at the time of the Buyer’s receipt of the Order Confirmation;
g) Parties: the Seller and Buyer jointly;
h) Trademarks: all the trademarks of which the Seller is the owner or licensee;
i) Intellectual property rights: all intellectual and/or industrial property rights of Fami Srl, including, without limitation, the rights relating to patents for inventions, designs or models, utility models, trademarks, know-how, technical specifications, data and software, regardless of whether or not such rights are recorded, as well as any application or registration relating to those rights and to any other right or form of protection of a similar nature or having equivalent effect.
2. General provisions
2.1 These General Conditions of Sale (hereinafter the “Conditions”) form an integral part of the Contracts concluded between the Seller and the Buyer for the supply of Products.
2.2 The Conditions have effect between Fami Srl (hereinafter “Fami”) and the Buyer without the need for an express reference thereto or a specific agreement to that effect. Any different condition or term applies only if confirmed in writing by the Seller.
2.3 The Seller reserves the right to amend, supplement or delete any provision of these General Conditions of Sale at any time and to give notification of the changes through the dedicated page of the company website, provided that such additions, amendments or deletions apply to all Sales concluded from the 15th day after the communication (via publication on the web site or via the newsletter or any correspondence sent in writing) of the new Conditions of Sale to the Purchaser.
2.4 Any reference to commercial terms (such as EXW, DPA, DPU, DDP, etc.) is to be understood as referring to the Incoterms® of the International Chamber of Commerce, included in the text in force on the date of conclusion of the Contract.
3. Field of application
3.1 These General Conditions of Sale (hereinafter the “Conditions”) apply to all contracts (whether concluded by phone, fax, email or website), unless otherwise expressly agreed in writing by the Parties, and form an integral and substantial part of every Order and Order Confirmation, even if not expressly mentioned.
3.2 The Buyer may not invoke or object to Conditions other than the Conditions herein. Therefore, any conditions specified in writing by the Buyer in the Order, or in any other phase of the contractual negotiation including after the Order Confirmation, as well as any general conditions of purchase of the Buyer, shall not be valid. Any written or verbal condition sent by collaborators, employees, agents or representatives of the Seller has no effect unless reproduced in the text of the Order Confirmation or unless confirmed in writing by the Seller. In this regard, the partial or complete execution of the Order by Fami or any other fulfilment thereof in respect of the Buyer shall not be valid and cannot be interpreted as tacit or implicit acceptance of any general condition of contract that has not been explicitly signed by Fami.
3.3 The Conditions are valid only for contractual relations between Fami and professional operators, so Legislative Decree No. 206 of 6 September 2005 (Consumer Code), as amended, is not applicable.
4. Offers and Orders
4.1 The offers made by the Seller are not to be considered binding. The information in catalogues, brochures and price lists are not binding for the Seller, who reserves the right to make any changes to the Products and their prices. Therefore, the Seller shall be considered solely bound by the information in the Order Confirmation.
4.2 Each Order sent by the Buyer, either directly to Fami or through the agents or representatives of the Seller, is understood as an irrevocable purchase offer that will remain effective for 30 (thirty) days from the date of its regular receipt by the Seller, unless waived by explicit declaration from time to time.
4.3 The Buyer’s submission of the Order implies that he or she has fully read and acknowledged all the Conditions herein, which shall therefore be understood as fully accepted by the Purchaser without limitations or reservations.
4.4. Orders and/or changes to Orders made verbally or by phone must be confirmed in writing by the Buyer. Otherwise, the Seller shall not be responsible for any errors or misunderstandings.
4.5 The Seller expressly reserves the right to evaluate any Order without being bound accept it.
4.6 Orders duly accepted by the Seller via the Order Confirmation cannot be cancelled by the Buyer without the written consent of the Seller.
5. Conclusion of the Contract
5.1 The Contract may be considered concluded only after the sending of an Order Confirmation by Fami (via email, fax or other equivalent electronic means) for each individual Order. In any case, the issue of the invoice by the Seller or the execution of the order by the Seller will be considered as confirmation.
5.2 If the Order Confirmation contains additions, limitations or other changes to the Order, the Buyer’s assent to these changes will be deemed tacitly given unless written notification is sent to the Seller within two working days of their receipt of the Order.
5.3 Changes and additions requested by the Buyer after the conclusion of the Contract will have no value and effect unless the Seller accepts them in writing, with possible clarification of the new delivery time, price and payment method.
5.4 All Contracts are always considered concluded at the registered offices of Fami Srl in Italy, 36027 Rosà (Vi), Via Stazione Rossano 13.
6.1. The prices of the Products shall be those specified in the Seller’s price list in force at the time the Order is finalised or, if the Product is not included in the price list or the price list is not available, those specified in the Order Confirmation.
6.2 The prices of the products will be those indicated in the Order Confirmation and, unless otherwise agreed, are understood as applicable to goods delivered ex works (EXW). These prices, unless stated otherwise in the Order Confirmation, do not include the costs and expenses of special packaging, shipping, insurance and transportation from the Seller’s premises, any expenses, taxes or duties relating to the sale of the Products, including the costs of all customs formalities (by way of non-exhaustive example: customs duties, taxes and other charges for the exportation of the Products), which shall be borne by the Buyer.
6.3 The Seller reserves the right to make a price adjustment in the event of a change in (a) the Contract, requested by the Buyer after the conclusion thereof and accepted by the Seller, and in (b) the type of delivery, material or execution of the Products due to the incompleteness or inaccuracy of the information and/or documentation provided by the Buyer.
7. Terms of payment
7.1. At the time of conclusion of the Contract, the Seller may ask the Buyer to pay a deposit of 30% of the value of the supply order. The Parties may agree in any case the payment of a different confirmation deposit, subject to prior written agreement in the Contract.
7.2 In the event of non-payment of the deposit, the Contract, where applicable, shall be considered terminated ipso jure and the Seller may demand payment of any amounts accrued as at that time, in addition to compensation for any financial and non-financial damages and costs, including legal costs where incurred.
7.3 Where the terms of payment are not specified in the Contract, the payment must be made by bank transfer within 30 days from the end of month invoice date. The payment shall be considered effected when the amount becomes available to the Seller at its bank in Italy. If the Parties have agreed on advance payment without further specifications, it is assumed that the advance payment refers to the entire price of the Products included in the supply order. In the case of delivery in instalments, the Buyer shall pay the appropriate amount for each delivery batch, unless otherwise agreed in writing in the Contract.
7.4 Payments must be made in the agreed currency and any banking fees or commissions owed in connection with the payment will be fully borne by the Buyer.
7.5 In the case of partial non-payment or delayed payment by the Buyer, the Seller shall have, without prejudice to all other rights, the right to suspend further deliveries even if they were due under separate contracts and to demand immediate and full payment of all the goods ordered and to postpone its deliveries for a period equivalent to the delay in payment, whatever the amount may be, until the payment and related interest on arrears has been settled.
7.6 Such non-payments and late payments shall give the Seller the right to recognition and payment, in its favour, of the interest on arrears pursuant to Legislative Decree No. 231/2002, in addition to costs, including legal costs, which may be considered necessary for the recovery of the sums due to the Seller for any reason.
7.7 Failure to pay even a single invoice will result in the Seller having the right to terminate any Contract concluded with the Buyer pursuant to art. 1456 of the Italian Civil Code and to suspend the processing or delivery of any other order supply in progress, without prejudice, in any case, to full compensation for any damage resulting from the Buyer’s non-fulfilment or delay. Any delays in the processing of orders or in deliveries, caused by previous suspensions of production due to non-payments by the Buyer do not constitute non-fulfilment by the Seller.
7.8 Any claims or disputes shall not give the Buyer the right to suspend or delay payments.
8. Delivery terms
8.1. The delivery time shall be that indicated in the Order Confirmation and, unless otherwise agreed, shall be understood as ex-works (EXW) from the Seller’s plant. If requested and expressly agreed in writing in the Contract, Fami shall take care of the transportation of the Products, at the risk, cost and expense of the Buyer. Any transport costs shall be borne by the Buyer and shall not affect shipment risks, which shall continue to be borne by the Buyer at the latest upon delivery of the Products to the first carrier.
8.2. The delivery of the Products must take place within the time specified in the Contract, calculated in working days, with the specification that delivery times are purely indicative and are not essential terms and, in any case, do not include transport times. The Seller shall, therefore, not be responsible for any delay in delivery for any reason.
8.3. If the Buyer asks the Seller for a change in the delivery time, the request must be made in writing and the Buyer must in any case settle the payment for the order supply within the terms indicated in article 7 of these Conditions. The only costs excluded are those for storage, delivery, assembly, disassembly and installation, which must be paid within the new agreed delivery date.
8.4. Upon receipt of the notice of goods ready for shipment, the Buyer must collect the goods within 10 (ten) days. Otherwise, the Products may be stored outdoors, with the Seller being released from any liability and all guarantees being forfeited in favour of the Seller; the Buyer shall bear any handling and storage costs incurred by the Seller, which may also, at its discretion, have the Products placed in storage at the Buyer’s expense.
8.5 The Seller shall be entitled to issue a regular invoice within 10 (ten) days from the notice of goods ready for shipment.
8.6 In the case of delayed pick-up of the prepared goods for any reason not dependent on the will of the Seller, the delivery shall be deemed to have been made ten days after the communication of the notice of goods ready for shipment. In this case the Seller shall have the right to issue an invoice and to claim fulfilment of the agreed terms of payment and may carry out the packaging, transport or storage of the goods at the Buyer’s expense, without prejudice to compensation for any damage suffered, including for warehousing, safekeeping and storage of goods.
9. Warranty and complaints
9.1. The rules for the Warranty offered by the Seller are set out in the General Conditions of Warranty document viewable at www.famispa.com on the site and, with regard solely to Products under the Store Van brand, in the General Conditions of Warranty document viewable at www.storevan.com.
9.2 At the time of receipt of the Products, the Buyer must inspect the Products in the presence of the carrier entrusted with delivery, in order to check for any defects visible from the outside (such as, by way of non-exhaustive example, the quantities and packaging of the Products or the Products’ conformity with the indications of the Order Confirmation).
9.3 Any complaints relating to packaging, quantities, number or external features of the Products (faults and defects not hidden and visible from the outside) must be specified by the Buyer on the delivery note and the Transport Document must be signed, indicating the words “reserving all specific rights”. No later than 2 (two) working days from receipt of the Products, the Buyer shall send the Seller, in an email to: email@example.com, a copy of the delivery note and related photographic evidence, providing detailed information on the condition of the Products and the nature of the defects found.
9.4 Without prejudice to the duration of the Warranty offered by the Seller, any claims for defects not detectable by careful inspection at the time of receipt of the Products (faults and hidden defects) must be submitted to the Seller, under penalty of forfeiture, within and no later than 7 (seven) days from the date of discovery of the defect, via certified email to: firstname.lastname@example.org, specifying the product code, the batch (if available), the date of delivery and nature of the defect.
9.5 Any Product for which no objection has been raised in accordance with the procedures and terms indicated above shall be considered approved and accepted by the Buyer.
9.6 In no case shall the Seller’s agents, customers or intermediaries have the power to represent and commit the Seller to any binding obligations to the Buyer or other third parties. To this end, any communication relating to faults or defects of the Products shall be invalid and ineffective if made to the agents, customers or intermediaries of the Seller, or in any form or manner other than those indicated above.
10. Retention of Title
10.1 The Products remain the property of the Seller until the date on which the Purchaser has paid the full price of the Products and all sums due to the Seller.
10.2 If in the Buyer’s country of domicile it is necessary, for the validity of the Seller’s retention of title, to ensure the completion of administrative or legal formalities, including, without any limitation, the registration of the Products in public registers or the affixing of special seals on the Products, the Purchaser hereby agrees to cooperate with the Seller to carry out all the necessary acts to obtain the valid right, including with respect to third parties, to the retention of title.
11. Force Majeure
11.1 Both the Buyer and Fami may suspend the performance of their contractual obligations when said performance becomes impossible or unreasonably burdensome due to an unforeseeable impediment that is not under their control, such as, by way of non-exhaustive example, strikes, epidemics and/or pandemics, boycotts, lockouts, fires, wars, riots and revolutions, requisitions, embargoes or power cuts.
11.2 The Party wishing to invoke this clause must immediately inform the other Party in writing, by certified email, of the occurrence and cessation of the of force majeure circumstances.
11.3 If the suspension due to force majeure lasts more than eight weeks, each Party shall have the right to terminate the Order, subject to 10 days’ notice, to be conveyed to the other in writing, by registered letter with return receipt or by certified email.
11.4 In any case, it is understood that the Seller will be entitled to receive payment for any Products already delivered, in addition to reimbursement of any expenses already incurred.
12. Change in the Buyer’s financial situation
12.1 Fami shall be entitled to suspend the fulfilment of the obligations arising from the supply of the Products in the event that the Buyer’s financial situation becomes such as to seriously endanger the Buyer’s ability to pay, unless a suitable guarantee is given. It is understood that the Seller will be entitled to receive payment for any Products already delivered, in addition to the reimbursement of any expenses already incurred.
13. Intellectual property rights
13.1 Intellectual Property Rights are the total and exclusive property of the Seller and their communication or use within the scope of these Conditions does not constitute, in relation to them, any right or claim on the part of the Buyer. The latter undertakes not to perform any act incompatible with the ownership of the Intellectual Property Rights.
13.2 The Buyer declares that: a) the Seller is the exclusive owner of the Trademarks; b) it shall refrain from using and registering marks that are similar to and/or confusable with the Trademarks; c) it shall use the Trademarks only in accordance with the Seller’s instructions and only for the purposes set out in these Conditions.
14. Competent court and applicable law
14.1 Any disputes arising from or related to these General Conditions of Sale and/or individual Contracts such as, by way of non-exhaustive example, disputes relating to their existence, validity, interpretation, effectiveness or execution, shall be resolved exclusively by the Court of Vicenza, even if the Contract contains international elements.
14.2 Notwithstanding the above, the Seller in any case has the right to bring the dispute before the competent court at the place of the Buyer’s registered offices.
14.3 These General Conditions of Sale and/or each individual Contract are entirely governed by and shall be interpreted under Italian law, even if the Contract has international elements, with the express exclusion of the 1980 Vienna Convention.
15.1. The Buyer declares that it has have received all the information provided in accordance with art. 13 of EU Regulation No. 2016/679 (GDPR) and gives its consent to the processing of personal data for the purposes referred to in these general conditions of sale and to be aware that in relation to the data supplied, it is may exercise the rights provided by Legislative Decree 196/2003 and by Regulation EU No. 2016/679 (GDPR). The Seller declares that the controller of the data collected is Fami Srl, with registered offices in Rosà (VI), Via Stazione Rossano 13, VAT No. and tax code 03498610249.
16. Compliance with Law 231/2001
16.1 The Buyer acknowledges that Fami Srl has adopted and implements an Organisation, Management and Control Model pursuant to Legislative Decree 231/01, along with the related Code of Ethics and Disciplinary System, details of which can be viewed on the company website www.famispa.com. The Buyer endorses the principles of the aforementioned Organisation, Management and Control Model and its annexes, and undertakes to comply with its contents, principles and procedures and, in general, to refrain from any conduct that may constitute any of the offences specified in Legislative Decree 231/01, as amended, and included in the aforementioned Organisation, Management and Control Model. The Buyer also undertakes to comply with, and to ensure its employees’ compliance with, all the principles stated in said documentation and the behavioural protocols provided by our organisation, pursuant to Legislative Decree 231/2001 and the annexes to this contract. Any breach of the rules provided by the aforementioned documents shall constitute a serious breach of contract.
17. Final Provisions
17.1 Should one of the Parties fail to take legal action or exercise their rights under these Conditions, such acquiescent conduct cannot be interpreted as a final waiver of such legal action or the exercising of such rights in the future.
17.2 The sale of Products by Fami to the Buyer does not give the latter any exclusive territorial right nor does it allow the Buyer to take on the status of distributor or dealer for Fami.
17.3 The partial or total invalidity of individual provisions of these Conditions shall not affect the validity of the remaining provisions.
17.4 These Conditions are drawn up in the languages of the website. In the case of doubts of interpretation, the Italian version will prevail.