General terms and conditions of purchase
2. Orders and their amendments
2.1. Orders, contracts and delivery or supply requests as well as any amendments or additions shall be set forth and accepted in writing.
2.2. In any event it is to be understood that any oral agreements as well as any amendments or integrations to these Terms of Purchase shall require written confirmation by the Buyer to be effective.
2.3. Any communication sent by fax or email or any other online communication shall also be considered as written confirmation
2.4. Cost estimates shall be binding and shall give no right to fees of any kind in favour of the Supplier, except if specifically agreed by the Supplier and the Buyer (hereinafter referred to as the “Parties”).
2.5. If the Supplier fails to accept, or does not confirm, the order in writing within 5 (five) calendar days of receipt thereof, the Buyer shall have the right to cancel it.
2.6. Where provided, the agreements on quality, safety and health at work, environmental protection and social responsibility (Quality Assurance Agreement), the Logistics Manual and the Delivery and Packaging Specifications form an integral part of the agreement with the Supplier that expressly declares having examined it and accepted it in the Terms of Purchase hereto.
3. Execution of sale – Prices
3.1. The Supplier shall confirm to the Buyer the acceptance of the Order within 5 (five) working days from its receipt, by sending signed copy to the Buyer. Upon expiry of that period with no written communication from the Supplier, the Order shall be considered confirmed in its entirety and it can be cancelled by the Buyer at its complete discretion with no the right from the Supplier to ask for compensation and/or damages under any circumstances.
3.2. The prices set forth in the Order are fixed and shall not be modified; these include the cost of the related delivery packaging.
General condition of sale
Art. 1 – Recital
Unless otherwise provided for in a separate written agreement between the parties, every sale of products of Lodes S.r.l., VAT 02992370276 (hereinafter, “the Seller”) is governed by the following General Conditions of Sale that must be considered as an essential part of this agreement and shall be deemed to have been accepted by the Buyer even though the latter has not signed them. Any clause unilaterally added by the Buyer in the documentation signed by it and/or in its correspondence, being against or in any case in addition to the general conditions or to those specific expressly approved in writing by the Seller, shall be deemed as not written and shall be of no effect.
Art. 2 – Completion of the sale, quantities and prices
The sale is deemed to be completed once the Seller gives the written order confirmation also by fax and/or email or when deliveries are commenced in cases where the immediate delivery of the supply is requested, also in consideration of changes occurred and then accepted by the customer. The prices agreed are understood for products delivered ex works of the Seller and do not include services and accessory charges (such as VAT, special packaging, transport and installation costs, and/or assemblages and so on).
Art. 3 – Delivery, risk transfer and transport
Products are delivered to the Buyer at the Seller’s plant or at another place indicated in writing by the Seller, and the risk transfer takes place with the delivery of the goods to the first carrier or Buyer in the events of collection of goods directly carried out by the latter. The products always travel at the Buyer’s sole risk also when the carrier is selected and appointed by the Seller, being the latter freed from all responsibilities after having delivered the products to the carrier, this delivery is deemed to all effects being carried out directly by the said Buyer. The delivery terms agreed are to be understood as indicative. If the Seller is responsible for delay of delivery for a period of up to 60 days, the Buyer is not entitled either to refuse the supply or to request the termination of the agreement and/or the compensation for any damages. If the delay in delivery exceeds 60 days, the Buyer is entitled to request – by registered letter- the cancellation of the order and the reimbursement of the advances if paid. In any event, the Seller shall not be liable for and/or direct and indirect damages of any nature and for any reason due to the delay or the failure to carry out the supply.
Art. 4 – Reservation of title
The Buyer acquires property rights over the goods with the full payment of the price invoiced of the supplies but it takes the risks thereof as of the delivery.
Art. 5 – Products features and conditions of use
Unless otherwise expressly agreed in writing by the parties, the conditions for using of the products are those communicated or in any case resulting from the drawings and technical specifications of the Seller, if any, or as described in the website www.studioitaliadesign.com in relation to products. The quality levels of products are the standard quality levels of the Sellers, indicated in the relevant specifications as described on the Seller’s website. It is always the Buyer’s responsibility to identify and notify the Seller of the conditions of use of products before technically defining them. Failing any particular instructions from the Buyer, the Seller considers as usual conditions of use those it considered or described in its designs and technical documentation.
Art. 6 – Warranties
The products delivered are covered by a warranty for defects in material and manufacture for a period of 24 months as of the delivery if the Buyer is a natural person, otherwise the warranty period will be of 12 months as of the delivery. The Seller shall replace the products delivered in this warranty period being faulty due to factory defects or in alternative, at its discretion, pay the Buyer an amount equal to the price already invoiced of the said products, being expressly excluded and waived any other right or claim by the Buyer also as compensation for direct and/or indirect damages or cost repayment borne by it (such as recovery, technical assistance, recalling costs, etc.).
The Seller will anticipate the delivery of the replaced product, invoicing it regularly. Successively, when the product arrive to the Seller’s warehouse, the latter will credit the amount of the defective product. The transport’s costs will be paid by the Seller. Should the defected item be returned in an inadequate non-original packaging, with damages connected to the transport, The Seller will not credit any amount to the Buyer, and it will return the product to the sender at his own expenses. If the replacement was made for alleged defects in material and manufacture, but after the control carried out by the Seller, it is considered (i) unfounded, due to the absence of defects; (ii) further damaged by insufficient packaging in the return transport (iii) spoiled by tampering made by the Buyer, all transportation costs and the entire value of the product will be charged to the latter. Any defectiveness or non-compliance of products shall be reported by the Buyer by writing to the Seller – in order to be valid – within 8 days from receipt of goods; any hidden defects shall be reported by the Buyer by writing to the Seller – always in order to be valid – within 8 days as of the relevant discovery. It being understood that the Seller will not be responsible for any defect even though hidden, being notified in writing, after 24 months of the delivery of goods. The warranty does not apply where the defects identified are due to the Buyer’s negligence and/or to the use of products being not compliant with the information and explanations in any case gave by the Seller, technical provisions, to incorrect design, application, assembly or manufacture of the facilities in which they are installed, to incorrect maintenance carried out by unauthorized personnel, to improper cleaning since it is made with materials and manners being not suitable, to incorrect storage, handling and transport, to improper or imprudent use, also in the event of electrical system and its capacity being not suitable, or to circumstances that in any case cannot be related to the production defectiveness by the Seller. Every single product of the Seller corresponds to the mark laid down by the European Community with Directive 93/68 (extension of Directive 73/23) to confirm, with a mark recognized all over Europe, that the lights have undergone the electrical safety test required by European standards EN-60598-1-2 II ed. + CEI EN 60598-1 IV ed. corresponding to Italian standards CEI 34-21 + CEI 34-23, electrical safety standards referred to by all institutions, including the IMQ. The products indicated with the logo UL and/or ETL corresponds to the standards UL 1598/CAN/USA C22.2 No.250.0 o UL 153.
Art. 7 – Buyer’s Obligations
The Buyer is required to immediately take delivery of the goods given by the Seller to the carrier, or – where otherwise agreed – to timely collect them at the Seller’s plant on the date on which the Seller communicates, by any means, that the goods are ready. Where the Buyer delays the collection of the production for a period exceeding 10 days, in addition to the payment of price it shall pay the Seller a proper compensation equal to 2% per day of the price invoiced for storing such products. The Buyer shall carry out the payments normally, in accordance with the terms and conditions specified in the invoice. For late payments it will be accrued by default without need of further notification interest under Legislative Decree no. 231/2002. In the event of payment delays, the Seller is entitled to immediately suspend any supply, even though it has concluded other agreements with the same Buyer. The failure to pay within the terms agreed will cause in any event the loss of favourable terms for the Buyer.
Art. 8 – Replacement of the product
If a product is returned for commercial reasons or for a mistake in the order made by the Buyer, the Seller will retain an amount equal to the 20% of the total price as cost for reconditioning the product. If the returned product had already been used and/or it has been returned in an inadequate original packaging, with consequent transport damages, the Seller will not credit to the Buyer any amount and it will return the product to the sender at his own expenses. Only the articles in the catalogue and in the price list in force at the time of the request will be taken into consideration. Transport’s costs are always charged to the Buyer. The repair of damaged products will be authorized only if the damage has been caused by the Buyer. The Buyer, once accepted repair costs, will take care of returning the damaged product to the Seller’s warehouse and it will pay the costs of transporting the repaired product.
Art. 9 – Force majeure
If the Seller is unable to comply with the agreement due to force majeure or beyond its control events, the deadlines set for the supply are automatically extended for a period in which these effects continue. Where the obstacle to comply with the agreement is longer than 6 months, both parties may request the termination of the agreement and, in such event, the Seller repay the Buyer the advances received, if any, releasing itself from any additional obligation on it.
Art. 10 – Agreement
In the event of execution of a specific agreement signed by the parties, the said agreement together with its Annexes provides for and summarizes the obligations validly undertaken by the parties and being binding for them. The fulfilment by the parties will be subject to effective evaluation of the actual performance of the contractual tasks and duties to be carried out in good faith, with honesty and fairness. These General Conditions of Sale shall apply to the agreement, unless otherwise provided in writing by the parties or expressly provided in the said agreement.
The Seller will use the data received from the Buyer in accordance with the provisions of the article 13 of EU Regulation 2016/679 of 27 April 2016 (GDPR). For more information are available at the following link: https://www.lodes.com/privacy-policy.
Art. 12 – Disputes
Any dispute which may arise concerning the signing, validity, interpretation, performance, amendment and termination of the agreement or of these General Conditions of Sale will be settled according to principles and rule set forth in Article 13 below.
Art. 13 – Jurisdiction and Applicable Law
The Court of Milan, Italy, shall be held exclusively competent, being any other court of competent jurisdiction expressly excluded, and the Italian Law shall be applicable.
Art. 14 – Website
These General Conditions of Sale are those indicated on the website www.lodes.com and may be printed and reproduced on paper. The Seller undertakes to update the website www.lodes.com by publishing on it the version of the General Conditions of Sale as amended from time to time.