Certified translation from an original document in Italian language
Done, 27-11-2024
These general terms and conditions are intended to regulate all supply and sale relationships between Vigolungo S.p.A. and its clients/customers. They represent the agreement between Vigolungo and said clients/customers, as defined by the individual order proposals, which these terms and conditions will always complement and complete, unless specific agreements are made. Furthermore, the invalidity or ineffectiveness of any clause or provision within these general terms and conditions will not affect the validity and effectiveness of the remaining clauses.
Article 1 – Scope of Application
The object of these conditions is the supply of wood-based panels, with such products being the subject of a sales contract. Accordingly, in the following text, “Supplier” refers to Vigolungo S.p.A., while “Customer” refers to the client placing the order or the buyer of the Vigolungo S.p.A. product. Deviations or amendments to these general terms and conditions will only be valid if expressly agreed in writing, including communications via email.
Article 2 – Order Procedures
The Supplier will only consider orders that are received in writing and accompanied by the relevant technical specifications, in accordance with current regulations. Orders, additions, and/or modifications will not be considered by Vigolungo S.p.A. unless made in writing. Orders should also include details on technical characteristics and quantities. Unless other special arrangements are agreed between the parties, including through a specific specification, an order is deemed accepted only when the Supplier sends the Customer an order confirmation, which will also include the reference prices. It is the Customer’s responsibility to verify the specifications provided in the order confirmation. If no objections are made within 48 hours, the order is considered definitively confirmed.
Article 3 – Prices
The final price will be the one resulting from the order confirmation, unless different specific agreements are made. For delivery requests to be made more than three months after the order confirmation, the Supplier may adjust the price based on increased costs of energy products and/or raw materials that have occurred during that three-month period. For additions or extensions to the supply, the prices from the initial order will remain fixed for a maximum of 15 days from the date of the original order.
Article 4 – Payments
In the event of payments being made, even partially, beyond the agreed-upon terms, the Supplier may issue an invoice and R.B. (reimbursement) for late payment interest, calculated at the rate specified in Legislative Decree 231/02, as well as for any costs incurred due to the Customer’s delay in payment, as stipulated in Article 7.
In cases where the parties agree on deliveries spread over time, the Supplier may invoice for the part from time to time delivered.
The Customer shall never be authorised to suspend payments or apply reductions, discounts or offsets except by written agreement with the Supplier.
Article 5 – Delivery Terms
Unless otherwise specified in Article 6 (transport), the Supplier undertakes to fulfil the order as specified in the order confirmation and within the indicated terms.
All delivery dates are considered indicative, allowing for a tolerance of up to one-third of the specified days. Only by explicit and specific agreement will delivery dates be considered strict. The Supplier is not responsible for delays caused by unforeseen events, force majeure, or any circumstances beyond its control. Such circumstances include, but are not limited to, weather conditions, strikes, transport-related accidents, delays in deliveries from the Supplier’s suppliers and/or subcontractors of raw materials or materials necessary for production.
Article 6 – Transport
Unless otherwise agreed, transport and delivery will be in accordance with the INCOTERMS indexes, with the respective identification codes referenced in the order confirmations, for both road/multimodal transport and maritime or inland water transport.
Transport costs are the responsibility of the Supplier only if previously agreed, for the quantities specified in the order confirmation, and for deliveries to the Customer’s premises. If the Customer requests delivery to a location other than the premises or for quantities different from those defined in the order confirmation, a specific agreement must be made. It is the Customer’s responsibility to ensure that the destination location has the necessary conditions and equipment to receive the goods correctly.
If the Customer picks up the goods from the Supplier using its own means or at its own expense, no compensation or indemnity for transport will be granted.
Any damages occurring at the end of transport must be noted on the delivery document/invoice at the time of unloading.
Article 7 – Customer/Client Delay
If delivery cannot take place within the agreed terms due to the Customer’s actions or requests, the Supplier may, at its discretion, make the product available for the Customer to pick up at the Supplier’s warehouses or at third-party warehouses, notifying the Customer in writing. Upon sending this notice, the Customer will be in default according to the law. The costs of transport to third parties and/or storage fees will be borne by the defaulting Customer.
Article 8 – Packaging and Unpacking
Unless specifically agreed otherwise, the Supplier shall pack the delivered products in accordance with the standard criteria and methods made public in its commercial communications or through its website. Unpacking and disposal charges shall be borne by the Customer, in accordance with the regulations in force.
Article 9 – Disputes
The Customer is required to inspect the goods upon delivery, immediately upon receipt, to verify compliance with the order, the absence of obvious defects, and the presence of the necessary accompanying documentation.
In the event of disputes regarding visible defects at the time of delivery, a reservation must be made on the delivery note (DDT), and only the affected packaging will be set aside, without invalidating the entire delivery.
For all disputes, the Customer must immediately and in writing notify the Supplier of the findings and agree on the course of action.
After unloading, any disputes regarding visible defects in the supplied products must be communicated in writing, with acknowledgment of receipt, within 8 days from delivery, and always before use.
Disputes concerning hidden defects must be communicated, in writing and with acknowledgment of receipt, within 8 days from discovery.
In order for a dispute of any nature to be considered by the Supplier, the Customer must provide a copy of the identifying label of the individual package, photographs with sufficient definition to represent the type and extent of the defect found, and references to the sales documents.
Any subsequent protective actions must still comply with the maximum legal time limits. Unless otherwise specified in the particular contractual relationship, tolerances set by technical standards, or by industry practices in the absence of specific standards regarding dimensions, thicknesses, weights, and color shades, do not constitute defects. Disputes never suspend the agreed-upon payment terms.
Article 10 – Warranty
The warranty will be applied in accordance with the law, with the following additional specifications.
Defects not reported in accordance with the terms outlined in Article 9 are expressly excluded from the warranty.
The disputed product must not be used by the Customer in any way, nor delivered to third parties, installed, or tampered with. It must be made available to the Supplier for appropriate inspection. In cases where the defect is detected after use and/or installation, the product should not be removed but must be kept in the state in which the defect was found. In all cases of dispute, the Supplier is hereby authorized by the Customer to access the location where the disputed product is and carry out the necessary checks.
If the Customer fails to comply with the above requirements, the warranty will be automatically void. Disputes regarding products that have been processed or modified after delivery will never be considered.
If the dispute is found to be unfounded, the Supplier may charge the Customer for the expenses incurred for the checks, either by their own personnel or external technicians. The incorrect or improper use of the product by the Customer excludes the application of the warranty.
This includes, but is not limited to, the following cases:
– Inadequate storage and protection of the product at the construction site or delivery location;
– Damage to the product caused by the use of incompatible materials/products.
When the Supplier acknowledges the defect raised by the Customer, they commit to remedying the issue.
For defects recognized directly by the Supplier or identified following an inspection and properly reported by the Customer, the Supplier has the right to agree on the most suitable remedy from the following options:
– Further processing of the goods;
– Partial or total replacement of the goods;
– Reduction of the purchase price.
In the case of replacement, the Supplier is only required to provide the replacement at the Customer’s location, without additional costs and no further compensation. In any case, any indemnities or compensations due will never exceed the value of the supplied and disputed product.
Article 11 – Insurance
For risks covered under product liability law, the Supplier declares that they have insurance coverage in place.
Article 12 – Accompanying Documentation
The Supplier is required to provide the product with the necessary accompanying documentation as per the applicable laws, including technical and harmonized documentation.
Article 13 – Reference to Legal Provisions
For matters not covered by these general terms and conditions or the specific contractual relationship, reference is made to the laws on sales, particularly the provisions of the Civil Code.
Article 14 – Competent Court
For any disputes regarding the application and/or interpretation of the conditions of the supply relationship between the Supplier and the Customer, the Parties agree that the competent court will be the Supplier’s court, even in cases involving alternative dispute resolution (ADR) methods.
