General Terms and Conditions of Sale or Delivery of Itamare S.r.l.
The natural person or legal entity that entertains a contractual relationship of sale and/or supply of goods and services (hereinafter also only the “Customer”) with the company Itamare S.r.l. (c.f. 04463550980, p. vat 04463550980) with headquarters in Via Mandolossa 132, 25064, Gussago (hereinafter also only “Itamare”) is informed that the relationship will be governed according to the provisions of these general conditions (hereinafter also only “General Conditions”) of which information is given to the Customer who signs them pursuant to art. 1341 c.c.
1 SCOPE OF APPLICATION
1.1 All sales or supply contracts entered into by Itamare are generally governed by these General Terms and Conditions.
1.2 Any clause stipulated by the Customer shall be null and void if it conflicts with these General Terms and Conditions and if it does not expressly result from an agreement signed by Itamare.
1.3 Any agreements agreed within the supply contract expressly derogating from these General Terms and Conditions or in agreements entered into by Itamare subsequent to the conclusion of the Contract shall, in case of conflict, prevail over the General Terms and Conditions.
2 TECHNICAL ASPECTS OF THE PRODUCTS
2.1 The technical specifications of the goods developed and produced by Itamare (which in the following will be referred to as the goods and/or services supplied by Itamare also referred to as “Products”) are those reported in the technical manuals in Itamare’s possession, for the models currently in production, and the only ones valid for contractual purposes. The company reserves the right to make changes that do not affect the essential characteristics of the Products in order to adapt to production requirements, even for improvement, or for company needs.
2.2 Images concerning Products in catalogues, brochures, websites or sales documents have merely an indicative and illustrative value without binding Itamare.
2.3 Prior to the conclusion of the contract of sale or supply, the Customer assumes all responsibility for the suitability of use for the purposes for which the Products were purchased, as well as for the conformity of the Products with the regulations in force at the place of use.
2.4 The Products must be used in accordance with the instructions for use provided by Itamare at the time of delivery of the Products and referred to the Products in the catalogue and/or in the Technical Manual of Itamare or communicated or made accessible by Itamare to the Customer and with the diligence required by the nature of the Products, under penalty of forfeiture of the warranty.
2.5 The Customer who has purchased the Products becomes solely responsible for the disclosure of the indications of use and applications of the same, as well as the statements made to third parties in relation to the Products themselves, relieving Itamare from any liability or damage suffered by third parties and/or the Customer.
3 QUOTATIONS AND ORDERS
3.1 Written documents, such as estimates, do not constitute contractual proposals.
3.2 Orders must be confirmed to the Itamare sales department by registered form following confirmation of the offer received.
3.3 The Customer undertakes to provide the data and documents required to finalise the order confirmation.
3.4 Orders requiring customised constructions are considered accepted and confirmed only after the technical drawings have been examined, signed by the customer, and returned to the sales department with a visible date.
Only after the Customer’s confirmation is the contract of sale or supply (hereinafter also referred to as the “Contract”) concluded, which Itamare and the Customer shall be deemed to be concluded with the transmission of the order confirmation by Itamare by hand, by return receipt or by e-mail to the Customer.
Once confirmed, no liability for errors or possible misunderstandings can be claimed against or attributed to Itamare.
4 DELIVERY TERMS
4.1 The start of the delivery period by the company Itamare requires the clarification of all technical issues relating to the order and the completion of the Contract, the fulfilment of the delivery obligation presupposes the punctual and correct fulfilment of the Customer’s obligations.
Itamare reserves the right to invoke termination of the Contract for non-performance:
4.2 If the Customer culpably breaches its obligations to cooperate (by way of example only: failure to respond to requests for payment and/or clarification made by Itamare), Itamare shall then be entitled to consider the contract terminated for breach and to obtain compensation for all damages suffered, as well as expenses incurred and subsequent occurrences.
4,3 If Itamare is prevented from fulfilling its obligations due to unforeseeable circumstances or circumstances extraordinary to the company (by way of example only: pandemic, business interruption, strike) and it is not possible to avoid it, despite the exercise of due diligence with reference to the individual case, the delivery period shall be extended for the duration of the interruption in performance caused by such circumstances, or for that different period agreed in writing between Itamare and the Customer.
4.4 If the interruptions referred to in point 2 result in a delay in production of more than 6 months or it becomes impossible to fulfil the contract, Itamare shall be entitled to withdraw from the contract, subject to prior written notice and without prejudice to compensation for services already rendered, excluding any compensation for damages arising from the delay in performance or the impossibility of performance.
4.5 No claims whatsoever may be asserted against Itamare for damage, theft, delays or damaging events occurring during transport.
4.6 The delivery terms are always indicative, the Customer’s right to claim sums by way of compensation for damages arising from delayed delivery of the Products on order is excluded.
4.7 If shipment is delayed at the customer’s request, Itamare is entitled to charge the costs incurred for storage, in the case of storage at Itamare’s factory, at least 3% of the total amount indicated in the invoice for each month of delay until actual delivery. After the expiry of an agreed delivery term and extended upon request of the purchaser, the legal provisions concerning non-acceptance shall apply. Itamare is exempt from any liability for the detention of the Products.
4.8 Shipment is made ‘Ex Works Itamare’, unless agreed upon prior to order confirmation.
4.9 Orders are shipped with packaging adopted according to the shipping systems used in order to transport the goods in the optimal state in which they leave the factory.
4.9.1 The cost of packaging shall be borne by the Customer. In the event that specific packaging or treatments or delivery with insurance is requested by the Customer, the costs incurred shall be borne by the Customer.
5 TERMS OF PAYMENT
5.1 Unless otherwise stated in the order confirmation, prices are ‘ex works’, excluding packaging, which will be invoiced separately.
5.2 Statutory value added tax is not included in the prices shown by Itamare; it will be shown separately on the invoice at the statutory rate on the date of invoice..
5.3 Payments must be made in advance unless agreed in writing during the contractual phase.
5.4 In the event of late or non-payment of even part of the amounts due, regardless of the customer’s financial condition, Itamare shall be entitled to:
– Demand termination of the Contract and compensation for damages from the date on which the right to payment accrued plus statutory default interest in accordance with applicable law with a surcharge of 3 percentage points.
– Suspend deliveries still in execution, upon notice to the Customer, until the amounts due and accrued interest are paid.
The company Itamare shall not be considered in default due to delays in delivery in the event of non-payment or delayed payment of even only part of the amounts due and, therefore, any legal action taken against Itamare as a result of non-delivery and/or delayed delivery, which shall be carried out under the above-mentioned conditions, shall be deemed to be without foundation and/or effectiveness.
5.5 If these amounts are not paid two working weeks after the established payment date, Itamare may :
– Require immediate payment of any debt accrued, regardless of the form of payment established in the contractual phase.
– Consider the Contract terminated for non-compliance and retain any sums already received, without prejudice to compensation for damages.
– Withdraw treatments and/or favourable conditions reserved for the Customer such as, but not limited to, discounts and payment deferrals.
6 RETENTION OF OWNERSHIP
6.1 In the event that there is a delay in the payment of the Products, Itamare or its delegate (upon presentation of a suitable proxy, a copy of which must be retained by the Customer) shall have the right to access the premises in which they are located and to take possession of them.
6.2 Definitively collect the sums paid and charge the costs of the repossession proceedings as a penalty.
6.3 The Customer shall obtain ownership of the Products only upon full payment of the amount defined in the purchase contract, plus any overdue interest if due.
7 WARRANTY AND LIMITATIONS
7.1 Itamare guarantees that the Products have been manufactured to the highest quality standards and have been tested at its premises before delivery to the Customer.
7.2 The duration of the guarantee is 12 months from the date of issue of the transport document of the Products, unless otherwise agreed upon in the contract.
7.3 The possible presence of flaws in the Products does not determine the dissolution or termination of the Contract nor the right of the Customer to claim compensation for damages, the Customer, as a condition for the opposability to Itamare of any dispute regarding any alleged flaws, undertakes to ask Itamare through a complaint made in writing to assess the defects complained of and, if the existence of such defects is found and the complaint proves to be well-founded, the Customer shall be entitled to have the Products repaired or replaced so that they perform the functions for which they were designed.
7.4 The guarantee of the Products and their accessories, except for more favourable treatment recognised in the contract, is applied as follows::
– In accordance with current regulations, within 8 days of receipt of the goods, the Customer is required to notify by PEC or registered mail any faults or defects in the product in a descriptive manner.
– At Itamare’s discretion, the warranty is manifested through the repair and/or replacement free of charge of those parts which, after verification by the Technical Department, prove to be defective making the Product unsuitable for its intended use. The defect may be understood as either a design or material defect.
– Excluded from the warranty are costs related to any type of intervention such as, for example, travel, board and lodging of the Technician, dismantling of parts of the boat to access the defective product, hauling/launching of the boat, costs related to the boat’s immobilisation, any customs duties, VAT.
– The warranty does not cover cases where the defective parts have been tampered with, even unintentionally, or disassembled by unauthorised personnel, or problems arising from normal deterioration of the products or from lack of routine maintenance.
– Warranty work is carried out only at the factory premises or in establishments authorised by Itamare.
– The parts on which the defect is found must be returned complete with original packaging and in perfect condition at the Customer’s expense and after authorisation by Itamare.
7.5 The Warranty lapses in the event that the Customer has decided to proceed independently with interventions not authorised by Itamare, or due to or during the assembly of non-original parts or repair by third parties, the Products have suffered further damage.
7.6 Warranty rights are also forfeited if the Products are used for a purpose other than that for which they are intended, if storage instructions are not observed, if they are modified without authorisation, or if they are not installed in accordance with the specifications of the Products or the technical manual.
8.1 For disputes relating to and/or referring to the Contract stipulated between Itamare and the Customer or to these General Sales Conditions, the Court of Brescia shall have exclusive jurisdiction.