The Seller is the firm providing the supply materials and issuing the related invoice.
The Buyer is the recipient of the invoices related to the supply materials.
The provisions of these General Terms and Conditions of Sale are effective for all contracts stipulated between the Parties as of the date of signing up to an unlimited term, save for the expressed right of termination through 30-day notice to the counterpart.
These general terms and conditions of sale are intended as fully accepted by the client upon order confirmation.
The Seller reserves itself the right to accept or reject the order received and transmitted in writing and which net amount must be at least € 500.00= VAT excluded.
Orders with a net amount lower that € 500,00= VAT excluded will not be accepted.
Every specification, drawing or image related to the products included in TOF S.r.l. catalogues or price lists is for sole indication and not binding, and it may be modified without prior notice.
The only specifications with binding value for TOF S.r.l will be those expressly included in the order confirmation.
Any copy, in full or partial, of the catalogues or price lists failing TOF S.r.l’s written authorization is forbidden.
All prices are expressed in Euro.
The price shown in the order confirmation is considered Ex-works – San Maurizio d’Opaglio – net of VAT and any other tax.
According to the fluctuations of raw material prices, the offers will have a validity of 7 days from their date of issue.
The price in force shall be the one shown in the offer.
Any import and custom duty as well as any other tax related to the country of destination of the goods will be charged in full to the Buyer.
Statements, agreements and warranties by subjects not holding an organic representation by the Firm (including but not limited to, employees, representatives or agents) and not complying with the terms and conditions given herewith, will not be considered binding by TOF.
Goods travel at the Buyer’s own risk, even if sold free at destination.
The receiver must check the incoming goods and notify any damage directly to the vector, even when the goods are delivered ex-works.
5. DELIVERY TERMS
Delivery terms are merely indicative.
TOF pledges to fulfil the delivery terms agreed and specified in the order confirmation, yet no delay shall legitimate the Buyer to claim order cancellation and indirect, direct or any other type of damage.
Events preventing or delaying the shipment of the goods such as, including but not limited to, delayed supplies of raw materials, prohibition to import, strikes (also corporate) and other events that may prevent or delay the production and/or machining, are conventionally considered causes of force majeure and the Seller may not be held liable for the shipment delay.
Similarly, force-majeure events also include any event preventing the Seller from fulfilling any contractual obligation, providing that the cause of force majeure is out of its control and could be reasonably foreseen or prevented.
In the above-mentioned cases, the Seller may delay the shipment as long as the causes of the delay persist.
Save for provisions otherwise stipulated in writing, the Seller delivers the loaded goods to the Buyer ex-works at the Buyer’s premises (CC Incoterms 2010); ownership, risk of deterioration and any possible damage are transferred from the Seller to the Buyer upon delivery, or, should the Buyer refuse to receive it, when delivery is offered.
Acceptance of the shipment by courier will constitute delivery for all legal purposes.
Only payments in Euro carried out within the due dates and according to the terms and conditions agreed in the invoices will be considered releasing.
Delayed payments for the supplies will lead to automatic charge of moratory interests as set forth by Law Decree 231/2002, without necessity of formal default, and will lead to immediate suspension or termination without notice of pending goods or contracts, even when not related to the payments in question.
In case of deferred payment, failure to comply with even one single due date, will lead to automatic withdrawal of the terms and immediate payment of the entire amount due, in addition to the above-mentioned consequences.
7. INTELLECTUAL PROPERTY
All intellectual property rights (including but not limited to patents for inventions, utility models, copyrights, brands and know-how) on the goods sold herein are owned exclusively by the Seller.
8. RETENTION OF TITLE
The provided goods are owned by the Seller up to their regular and full payment.
Cheques or bills, even when accepted by TOF S.r.l., will be considered as payment only upon their encashment.
TOF S.r.l. guarantees that the product sold has been thoroughly tested in house and it is however covered by a 12-month warranty as of the date shown on the transport bill.
The warranty for defects is limited to those arising during regular and proper use according to the instructions provided by the Seller.
The Buyer undertakes any risk with regard to the suitability of the product provided for the use it intends to make, as well as any risk deriving from product tampering or negligent, unprofessional or imprudent use and however in a way different from its intended use.
The warranty will not cover in any way tampering or modifications of the product.
Article 1495 of the c.c. will apply in any case.
Under no circumstances the Seller will be held liable toward the Buyer for indirect, accidental, consequential or punitive damages, including but not limited to, loss of earnings, loss of contracts, failed production, machine downtimes, payment of penalties to third parties, refunds for machine replacements of any given nature, contractual or extra-contractual, of the claims.
Upon delivery, the Buyer shall inspect the products for conformity and absence of defects.
Under penalty of forfeiture of the warranty, claims related to non-conformities and defects shall be notified through registered letter or certified email within 8 days from delivery in case of manifest defects, or within 8 days from their discovery in case of hidden defects or defects unnoticeable through normal due diligence, and the product/s claimed as defective shall be made available to TOF S.r.l.for inspection.
If, upon such verifications, the reason of the complaint is ascertained, TOF will replace free of charge the defected goods as long as returned ex-works.
The procedure for management of returns under warranty, along with the dedicated guidelines, can be found at en.tofin.com/openclaim
All TOF products generally include proper datasheets, or user’s manuals for their correct use.
Therefore, TOF S.r.l. will not be held liable in case of damage to people, properties or animals due to use of the products not complying with the instructions, the safety provisions or however due to incorrect installation or installation without carrying out use controls.
12. APPLICABLE LAW – EXCLUSIVE JURISDICTION
Any dispute between the Parties will be regulated according to the Italian Law.
The exclusive jurisdiction is represented by the Court of Novara.
Pursuant to artciles.1341 and 1342 of the Civil Code I declare that I have read and acknowledged the terms and conditions set out above, with specific reference to points 1, 2, 3, 4, 5, 6, 7, 8, 10, 11.