General Sales Terms
Via Argine Maestro del Po, 9
43016 POLESINE ZIBELLO / PR
- The product’s features refer to the technical brochure of Endoors srl. All the information in the technical catalogue, price list, web site and brochure could change without notice. Binding information have to be specifically reconfirmed by writing with the Endoors srl.
- Endoors srl. sells the products according to the general conditions specified in the price list and the client ordering accepts them. All the prices are VAT excluded and for goods ex-works unless differently agreed by writing.
- The client, before ordering the products, is supposed to verify the adeguacy of the certificates, homologations, measures and conformity of the products and technical features to the regulations, national and local laws, both general or specific for the fire rating in the door’s destination place, according to the purpose of the building, the use in escape ways and the local climate.
- The product must be protected from the natural agents, expecially the fire rated glasses deteriorate if exposed to the sun or to the water even if still in the factory’s packing and they consequently lose the guarantee.
- All opening hands of doors are intended to push (SX=push left – DX= push right) and the dimensions refer to the wall opening.
- According to the laws in force all doors used for emergency ways or exits must have a minimum height of 2000 mm net passage.
The order filled by the client in the appropriate form of the seller or submitted by the buyer in any other way establishes for the buyer an irrevocable order proposal even in the event that the seller does not accept one or more terms of it, for example the delivery date, the prices or the payment terms, by proposing alternatives. If the buyer, who signes the order, asks to issue the invoice at the name of a leasing company, with whom the client guarantees to have formalised a contract accordingly, if the leasing company, header of the invoice, would not correspond the amount of the invoice, at first request of Endoors srl. the client obliges himself to fulfil the payment obligation instead of the leasing company. The order is legally binding the seller only after acceptance and/or execution. The order-proposal is solely regulated by the present general sales terms. Any additional, supplementary, modificatory agreement must be submitted to the seller in its complete form together with the order form at order time. Such agreements oblige the seller only after written acceptance. The present general supply and payment terms are an essential and completing part of the sales and delivery contracts stipulated between the seller and the buyer.
2. PRICES AND PAYMENT MODALITIES – WITHDRAWAL AND CANCELLATION OF CONTRACT
In case of price increase of the raw materials, the seller has the right to rise the prices, with prior written notice to the buyer. The buyer has the right to cancel the order exclusively in written form not later than 7 days from receiving the price-increase notice. In absence of cancellation the new price will be considered as accepted. In case of order cancellation the costs of materials which the seller may have purchased to manufacture the ordered goods, for example customised paint or glass of non-standard dimensions, will be charged to the buyer. Payments in favour of the seller are accepted and have effectiveness only if they are made through bank to the seat of the seller with the exclusion of agents, salespersons, intermediaries or truck-drivers unless specifically authorized in written form by the seller. In case of missing payment or delayed for more than 10 days after the agreed term, or if any event occures to decrease the reliability or reputation of the buyer, any delivery to the buyer can be stopped by the seller even if related to different contracts with the buyer until the buyer pays the due amount. For late payments the interest rate determinated by the BCE + 7% will be implemented, ex Decree no. 231/02. The buyer agrees for and accepts the legal consequences if at the expiry dates the due invoices are not by him paid, without the need to have written notice from the buyer. In case of delayed payment the interests will be due from the date of the invoice. The buyer will be excluded from the benefit of payment by instalment if even only one partial payment is not punctually and fully paid. The seller to his unquestionable judgment has the right to cancel the contract in the event that he comes to knowledge about outstanding debts, legal challenges, changes in the corporate structure and/or reduced solvency of the buyer.
3. DELIVERY TERMS OR MERCHANDISE PREPARATION
All the merchandise preparation and delivery terms, even if specifically agreed, are to be intended as merely indicative, non-binding and non-mandatory for the seller or essential for the buyer. Delay in the preparation and/or the delivery of the ordered merchandise, even if this depends on the seller does not confer any right for revoking even partially the contract, damage compensation, or else, in favour of the buyer. The delivery terms start from the day the seller accepts the order and not from the day the buyer submits the order proposal. The limitation or interruption of the production due to major force or however occuring independently from the will of the seller interrupts for all its lasting the duration of delivery time without giving the right to the buyer to reduce or cancel the order and/or for any other compensation demand.
4. SHIPMENTS AND CLAIMS FOR DAMAGES TO THE GOODS – RESPONSIBILITIES
Even if sold carriage paid (CP) the merchandise is intended delivered by all legal means at the seller’s factory. The merchandise travels always at risk of the buyer. The unloading of the merchandise from the truck is always at buyer’s expense unless differently agreed in written form at order time. The products supplied by Endoors srl. have a guarantee of twelve months starting from the delivery date. The guaranty obligation consists in the replacement or restore to working order of the parts which to unquestionable judgment of the seller result affected by lacks or defects of origin or production. Excluded from the guarantee are all the typical parts subject to friction or wear. Guarantee is further excluded on parts potentially subject to oxidation or corrosion if not correctly used or regularly serviced. Endoors srl. is not subject to the obligations of the guarantee for spoils, damages or inefficiencies due to causes of wrong installation, voluntary or unintentional tampering, bad maintenance, negligence and incapability of the final utilizer. Adjustments or mending performed by people not authorized in written form by Endoors srl. cause the loss of the guarantee. The restoring of the defected materials will always be performed at the seller’s factory. To have the right for guarantee the buyer must denounce the existence of defects within 8 (eight) days from the day of the delivery of the materials. Damages evident from the external, like crushes of the packing or of the goods have to be denounced immediately by inserting a written claim in the consignment note at the time of materials take over. The buyer obliges himself to check the goods at their arrival or to delegate in due time somebody for this task if the delivery address is not his one or he forecasts not be present to that event. The seller doesn’t accept any complaint for visible or evident damages if there isn’t a written claim in the consignment note inserted by the client or the delegated receiver. In case of defects the request for guarantee performance has to be submitted in written form with detailed description of the lack, the production number of the defected doors, the date of the order and the date of materials delivery. Requests for guarantee performances by phone will not be accepted. Due to operative reasons the guarantee performance requests will be accepted during working hours solely, from Monday to Friday, excluded vacation days. The late or missing payment of the supply, even partial, breaks off any guarantee. Guarantee cases do not confer to the buyer the right to omit or delay payments which have to be effected in any case in the forms and according to the modalities agreed at order time and specified in the seller’s written order confirmation. Further, Endoors srl. keeps the right to cancel any guarantee if: 1) stickers or metallic labels displaying the producer mark and the serial number have been erased or removed; 2) the product shows usage traces or has been modified or has undergone mechanical works not expressly authorised by Endoors srl ; 3) the product has been utilised in a way not conform to the instructions submitted or for scopes different from those of the destined use. The guarantee is due exclusively to the direct buyer of Endoors srl. In case after the defect evaluation the guarantee performance is justified the product will be mended or replaced; on the contrary the performance will be carried out against payment at buyer’s expenses. The costs of labor, dismantling, re-installation and transportation for guarantee cases and for staff to work outside the seller’s factory and for returning of repared or replaced products are at buyer’s expenses even in case of recognized guarantee. The present conditions are to be intended as fully accepted by the buyer at order time. The seller and its employees or assistants are not obliged to verify if the ordered products are suitable for the intended use, particularly for the conditions and modalities of installation. The seller and its employees or assistants are not responsible either for the taken measurements at installation places even if they were present during this task in the building site, remaining it exclusive responsibility of the buyer. Claims regarding glasses, particularly about fire rated ones, which due to their special production procedure show frequent and particular little defects, will be accepted only if they fall outside the acceptance parameters of the glass producer. They vary depending on type of glass. The documents in which the producer (not being Endoors srl.) specifies them are obtainable to buyer’s request at order time. The fire rated glasses and the painting of all doors even in special RAL colour are not suitable for outside use. They deteriorate if exposed to ultraviolet rays and water action. Also the storage before installation must be effected in an area protected from the natural agents. Instructions for a correct installation are supplied with the doors. Unless differently specified on the order or installation form, doors have to be installed in the wall with metallic clamps and with cement-mortar filling in the space between the frame and the wall.
5. FAILURE OF GOODS COLLECTION
For merchandise delivered ex works (collectable by buyer or delegated forwarder) the buyer is obliged to collect the merchandise within the time frame communicated by the seller with the ready-merchandise notice, in any case not later than 3 days after that term. In total fail of collection the merchandise will be deposited and identified in the seller’s warehouse or in any other location to seller’s choice, notifying the client by means of registered letter. The seller will have the right to ask for the full payment in the terms and with due dates as agreed in the contract. Beside the agreed price, the seller has the right to charge for transportation and storage expenses. In case the buyer refuses for any reason to accept the merchandise shipped by the seller, all the transportation expenses from the production facilities or warehouse to destination and back, will be charged to the buyer, as well as for the loading / unloading expenses of what shipped and refused.
6. PLACE OF JURISDICTION / COMPETENT COURT
For any dispute or controversy regarding the interpretation, the fulfilment and the practice of the present sales terms and for any dispute about the merchandise supply subject of the present sale, the buyer agrees to recognize as sole jurisdiction place the Court of Parma – Italy. The present contract is regulated by the Italian law.