1. DEFINITIONS
Seller: DUMECO GmbH/Srl, Via di Mezzo ai Piani 15, 39100 BOLZANO (Italy), VAT IT 012 955 90 218;
Buyer: Any party that undertakes to purchase goods from the Seller.
In writing: Any communication, notification or notice of default shall be deemed to have been made in writing if sent by email, fax, registered letter or post.
Lump-sum compensation: Any lump-sum compensation provided for in these terms and conditions serves as compensation for costs incurred, efforts expended,
damages suffered, lost opportunities and lost profits as a result of a breach of contract on the part of the Buyer or as a result of the exercise of a (unilateral) right by the
Seller. The fixed compensation releases the Seller from the obligation to provide proof of its actual damage, without prejudice to its right to prove any higher damage.
By making the purchase, the Buyer confirms that the agreed fixed compensation corresponds to the foreseeable actual damage suffered by the Seller.
2. ORDER CONFIRMATION
Only the order confirmation sent by the Seller is binding on the Seller. The contract is concluded upon receipt of the Seller’s order confirmation by the Buyer. This
contract is subject entirely and exclusively to the General Terms and Conditions contained in the order confirmation and invoices and listed on the Seller’s website, to
the exclusion of the Buyer’s own terms and conditions, even if these are subsequently submitted.
Any cancellation must be made in writing. It is only valid if accepted in writing by the Seller. In the event of cancellation, the customer shall owe a lump-sum
compensation of thirty per cent (30%) of the agreed sale price, which shall be offset by law against the deposit already paid or any other debt owed by the Seller to the
Buyer.
DESCRIPTION OF THE GOODS TO BE DELIVERED
The subject matter of the sales contract is described in the order confirmation and/or on the front of the invoice. The Seller’s delivery obligation is limited to this subject
3. matter.
4. PRICE
The price corresponds to the price stated in the offer, unless the Seller is forced to adjust it due to a change in its fixed and/or variable costs (raw materials, wages,
energy, etc.). Any price change shall be made within the limits permitted by law. In this case, the new price shall apply, as stated on the front of the invoice.
The price is exclusive of VAT.
The price does not include delivery, transport and assembly, unless otherwise stated on the front of the invoice.
5. TAX PROVISIONS
The customer is obliged to provide all information necessary for proper invoicing.
Taxes, duties, customs duties or other costs not expressly included in the price shall be borne by the customer, if applicable.
6. DELIVERY
Delivery times are provided for information purposes only and are therefore not binding, unless expressly agreed between the parties. A delay in delivery shall never
give rise to a contractual penalty, compensation or termination of the contract.
After conclusion of the purchase contract in accordance with Art. 2, the Buyer is obliged to accept the purchased goods. The Buyer must accept the goods within a
period of 30 days after written notification from the Seller that the goods are ready for delivery or collection. If the Buyer fails to comply with its obligation to accept
delivery and remains in default after a period of seven days following the dispatch of a written notice of default by the Seller, the Seller shall be entitled to terminate
the purchase contract out of court with immediate effect at the Buyer’s expense. In this case, the Buyer shall owe the Seller lump-sum compensation amounting to 30%
of the agreed sale price, which shall be offset by law against the deposit paid by the Buyer.
If a fixed delivery period is agreed, this shall be stated on the order confirmation and/or on the invoice. The period shall only commence on the date on which the
following conditions are met:
a) The Buyer is in possession of the order confirmation sent by the Seller.
b) The Seller has received the agreed deposit.
c) The technical drawing has been signed for approval by the Buyer, if necessary.
7. INSPECTION
8. The delivered goods remain the property of the Seller until full payment of the principal amount, costs and interest.
All deliveries of goods are made at the expense and risk of the Buyer. The Buyer must take out adequate insurance against any damage.
If the Seller has to organise transport, they shall always be considered as the Buyer’s agent.
9. PAYMENT
Unless otherwise offered and/or stated on the invoice, prices are to be paid as follows:
a) in full prior to collection or delivery of the goods; or
b) upon ordering, by paying an agreed percentage as a prepayment in accordance with the specific agreement;
c) payment of the balance before collection or delivery.
The goods will only be collected or delivered after payment has been made in accordance with the above conditions. If the Seller is responsible for transport to the
Buyer, the Seller is entitled to take the goods back if the Buyer cannot provide proof of payment of the purchase price due at the time of delivery. The costs of this
wasted transport shall be borne entirely by the Buyer and must be paid by the Buyer before a new delivery can be made.
If the advance payment due has not been credited to the Seller’s account within seven (7) days of a written notice of default, the Seller is entitled, at its discretion, to:
a) suspend the execution of the contract, without prejudice to the right to compensation; or
b) terminate the contract by law and without further notice of default by simple written notification to the Buyer.
In the event of termination at the expense of the Buyer, the latter shall owe a lump-sum compensation of thirty per cent (30%) of the total purchase price. This
compensation shall be set off by law against any claims the Buyer may have against the Seller.
Invoices are payable net. Discount and bank charges are always borne by the Buyer. A discount for immediate payment can only be granted if this has been expressly
agreed in advance. In this case, it will be offset against the discount granted on the sale price.
In the event of non-payment or late payment of an invoice, the invoice amount shall be increased by a flat-rate compensation of ten per cent (10%) by law and without
prior notice of default. In addition, default interest of ten per cent (10%) per annum shall be payable from the due date. Both items are due by law without the need for
a notice of default.
In the event of continued non-payment, the Seller is entitled to terminate the purchase contract out of court at the Buyer’s expense. In this case, the Buyer owes a lump
sum compensation of thirty percent (30%) of the agreed sale price. This compensation will be offset by law against any advance payment made by the Buyer.
Failure to pay a single invoice on the due date shall render the entire outstanding amount of all other invoices, including those not yet due, immediately due by law.
All goods can be freely inspected at the Seller’s premises by prior telephone arrangement. Any non-destructive testing is permitted, provided it is carried out by a
recognised testing agency. The costs of this testing shall always be borne by the Buyer.
The goods can only be sold in the condition in which they are found and have been inspected by the customer, unless expressly agreed otherwise in the order
confirmation and/or on the invoice.
RETENTION OF TITLE/TRANSFER OF OWNERSHIPGeneral Terms and Conditions of Sale
The issuance or acceptance of bills of exchange or other negotiable documents does not constitute a novation and does not constitute a deviation from these General
Terms and Conditions.
Without prejudice to Article 14, any complaints regarding an invoice must be made in writing within seven (7) days of the invoice date, stating the date and number of
the invoice in question.
All costs associated with the extrajudicial or judicial collection of outstanding claims, including solicitors’, court and other fees, shall be borne in full by the Buyer. These
costs shall be reimbursed by the Buyer at the Seller’s first request.
CREDIT CHECK, SECURITY AND INSOLVENCY
10. If the Seller’s confidence in the Buyer’s creditworthiness is shaken by judicial enforcement measures against the Buyer and/or other demonstrable events that call into
question and/or render impossible confidence in the proper fulfilment of the obligations entered into by the Buyer, the Seller reserves the right to demand appropriate
security from the Buyer. If the Buyer refuses to comply, the Seller is entitled to unilaterally cancel the entire order or part thereof, even if the goods have already been
delivered to the Buyer in whole or in part. In this case, the Buyer shall owe the Seller compensation amounting to 30% of the sale price for the cancelled order, which
may be offset by law against the deposit already paid or any other debt owed by the Seller to the Buyer.
In the event of insolvency (or any other form of insolvency or insolvency proceedings) on the part of the Buyer, all due, liquid and replaceable claims of the Seller against
the Buyer and of the Buyer against the Seller shall be set off by law between the Seller and the Buyer, unless such set-off is prohibited by mandatory legal provisions.
11. RIGHT OF RETENTION & EXCEPTION OF NON-PERFORMANCE
It is expressly agreed between the Buyer and the Seller that all goods belonging to the Buyer that are located in the Seller’s warehouses and workshops may be retained
by the Seller as further security for the payment of amounts still owed by the Buyer for goods already delivered or work already performed. New goods handed over by
the Buyer for processing shall be deemed to replace the processed goods already returned. All goods entrusted by the Buyer to the Seller for processing shall be
deemed to form part of one and the same indivisible contract, even if this contract is performed in successive stages, is concluded by means of various successive order
confirmations and/or is invoiced in successive invoices.
Any failure by the Buyer to fulfil its obligations shall entitle the Seller to suspend its obligations without prior notice or notice of default until the Buyer has remedied its
failure. All obligations between the parties are considered part of one and the same indivisible contract, even if this contract is fulfilled in successive performances,
comes into effect through various successive order confirmations and/or is invoiced through successive invoices.
12. FORCE MAJEURE
The following cases, if they occur after the conclusion of the contract and prevent its fulfilment, shall be considered force majeure: strikes, lockouts and all other
circumstances beyond the Seller’s control, such as fire, mobilisation, seizure, embargo, currency restrictions, unrest, lack of means of transport, shortage of materials,
restrictions on the use of motive power, delayed deliveries by the Seller’s suppliers.
If such circumstances arise, the period granted to the Seller for the fulfilment of its obligations shall be extended and the Seller shall not be liable for any delays
resulting therefrom.
If these circumstances last longer than six (6) months, each party shall have the right to terminate the contract by registered letter without being entitled to claim
damages.
13. DISCLAIMER
The Seller’s liability for defects in the goods delivered or work performed shall in all cases – including gross negligence – be limited to compensation that may never
exceed the invoice amount for the goods or work in question. The Seller shall not be liable for indirect damage, consequential damage, loss of profit or damage
attributable to slight negligence, except in cases where the law mandatorily prescribes otherwise.
14. WARRANTY/LIABILITY FOR DEFECTS
The Seller warrants that the delivered goods are free from material defects at the time of transfer of risk.
The warranty period is twelve (12) months from delivery, unless a shorter or longer period is mandatory by law.
The following are excluded from the warranty:
a) Wear parts and damage caused by normal wear and tear;
b) Damage resulting from improper use, faulty installation, lack of maintenance or modifications by the Buyer or third parties;
c) damage resulting from external influences (e.g. fire, water, power surges), unless these are attributable to the Seller.
In the event of a justified defect, the Seller is entitled, at its own discretion, to
a) remedy the defect (repair), or
b) deliver replacement goods free of defects.
Further claims, in particular for reduction, withdrawal or compensation, are excluded to the extent permitted by law.
The costs for returning defective goods to the Seller shall be borne by the Buyer, unless the defect is confirmed.
15. COMPLAINTS & DISPUTES
Complaints must be reported in writing no later than fourteen days after delivery. Later complaints are not permitted.
Complaints regarding hidden defects must be reported to the Seller in writing immediately after their discovery, but no later than 6 months after delivery. Later
complaints are not permitted.
Any dispute arising from or in connection with the contract shall be subject to the jurisdiction of the court at the Seller’s place of business.
16. CHANGES TO THE GENERAL TERMS AND CONDITIONS
The Seller reserves the right to change these general terms and conditions at any time. Changes shall take effect as soon as they are published on the website or
communicated to the customer and shall apply to subsequent orders.
17. APPLICABLE LAW AND JURISDICTION
These General Terms and Conditions are governed by Italian law.
The court at the Seller’s place of business shall have jurisdiction over any disputes arising from or in connection with the contract.
18. SEVERABILITY
Should any provision of these General Terms and Conditions of Sale be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions
shall remain unaffected.
In place of the invalid provision, a provision shall be deemed to have been agreed which comes closest to the economic purpose of the invalid provision. The same shall
apply to any contractual loopholes.