General Conditions of Sale
San Giovanni Lupatoto, Verona, Italy, 20th May 2024
CONTENTS
- General
- Orders
- Prices
- Payments
- Transport
- Warranty
- Returns of material and Restocking fee
- Limitation of Responsibility
- Industrial and Intellectual Property rights
- Termination
- Assignment
- Code of Ethics
- Export Compliance
- Force Majeure
- Waiver
- Severability
- Applicable law and Jurisdiction
1 - General
These general conditions of sale (hereinafter “Conditions”) shall govern the sale of products (hereinafter “Products”) of Exor International S.p.A. (hereinafter “Exor”) to third Parties (hereinafter “Clients”), except for what specifically agreed in writing between the parties. On assigning the order, the Client fully accepts these general conditions of sale.
Any amendments to these Conditions shall be valid only after Exor written acceptance.
2 - Orders
Each order must be received in writing and shall have a minimum amount of € 150.
Orders are binding for the Client once received by Exor, who reserves the right to accept the order or not.
The agreement shall enter into force among the Parties upon Clients’ receipt of Exor’s order confirmation.
Orders cancellation for standard materials will be possible only if agreed with Exor, who will be entitled to apply a penalty. Cancellations within 5 days from order receipt by Exor will be invoiced at 30% of the total order value, whereas they will be invoiced at 50% from the sixth day onward in order to cover overheads, logistics and production programs.
3 – Prices
Prices indicated are expressed in Euros, net of VAT, any tax and custom duties, transport costs and any other accessory expenses that will be applied at the rate in force at the billing date.
In the event of variations of costs of raw material, labour and ancillary items, which may be inferred from market quotations,
EXOR may amend the prices of the Products.
4 – Payments
All payments shall be made to Exor by the terms stated in the invoice, without Clients being able to demand any compensation or counterclaim.
In case of delayed payment, default interest will accrue and shall be calculated pursuant to Legislative Decree No. 231/2002 and its subsequent amendments.
The Parties hereby agree that Exor will retain title to the Products sold and that title shall only pass to Clients
upon his payment of the entire price due.
5 – Transport
The goods are all delivered in standard carton packaging.
All supplementary accessories, for example specific pallets, must be returned within times and conditions agreed and if not, after 30 days from delivery, Exor will be entitled to charge Clients.
Products will be delivered at the transport conditions and cost established in the order confirmation, according to the Incoterms 2020 reported therein.
If not specified, EXW Exor warehose will be applicable based on Incoterms 2020.
Without prejudice to any right or remedies applicable, EXOR shall be entitled to suspend the delivery of the Products in case: a) Clients’ assets or financial standings endanger the relevant payment; b) Clients fail to timely pay Products supplied by EXOR, until the outstanding credit is fully settled.
Clients are obliged to timely examine the goods received at the time of delivery and put in writing any discrepancies. Any product flaws or defects must be reported to EXOR in writing within 8 calendar days from discovery.
If Clients should not make the aforementioned notification, the products will be definitely accepted and compliant.
The delivery terms are to be considered indicative and do not imply any binding commitment for Exor. Non compliance with delivery terms by Exor may not legitimize cancelling the order or claims for damages or loss of profit from Exor. EXOR ‘s obligations shall, however, be subject to the availability of the necessary raw material.
6 – Warranty
Exor warrants its products to be free from defects in material and workmanship, as long as the product supplied has been assembled, positioned, used and maintained as indicated by Exor in its instructions and manuals.
The warranty period is twelve months as of the date of delivery unless otherwise agreed in writing.
Products which are defective in workmanship or material will be either repaired or replaced at Exor own discretion and at no charge to the client.
This warranty shall not apply in case of: a) misuse of the product; b) products which have been repaired or altered by anyone other than Exor; c) experimental, prototypes or developmental products.
Any not authorized attempt by Clients to fix the products shall make the warranty null and void.
Clients shall promptly notify in writing of any alleged defect or deficiency, within 8 calendar days from discovery and in case of components or units purchased by Exor, the obligation of Exor shall not exceed the settlement that Exor is able to obtain from the supplier thereof.
This warranty is conditional upon Client returning the defective equipment to Exor and filling the RMA online module available at: https://exorrma.azurewebsites.net/. Clients shall provide a detailed description of the alleged defects as well as supporting documents or pictures.
The products shall be clearly identified by its serial number.
No products shall be returned to Exor without prior authorization. Exor cannot assume responsibility or accept invoice for unauthorized repairs to its components, even though defective.
7 – Returns of material and Restocking fee
When guarantee is not applicable, returns of materials are not accepted.
However, returns of standard material may be exceptionally authorized in writing by Exor at its own discretion.
When authorized by Exor, material returns must be addressed to EXOR warehouse, with transport at clients’ expense and must be complete with the original Exor packaging.
In case standard material is received by Exor fully intact and complete with the original packaging, Exor will charge 20% flat rate fee for control, handling and administrative expenses.
8 – Limitation of Responsibility
As limited by law, Exor responsibility is limited to any direct damages and may in no way exceed the amount paid to Exor for the product supplied.
In no way Exor shall be deemed responsible for any indirect damages, including lack of earnings, or for any other damage of any kind for any right or title and on any grounds.
EXOR shall not have any liability whatsoever in connection: i) with Clients’ or third parties’ failure to comply with the instructions set forth
in any Catalogue and/or any other instructional documents provided to Clients; ii) with Clients’ or third parties’ inappropriate and/or incorrect installation on Products.
9 – Industrial and Intellectual Property rights
Exor is and will remain the exclusive owner of any industrial or intellectual property rights, whether patentable or not, of the know-how rights concerning the Products or any improvement of Products that Exor may carry out even in cooperation with Clients.
10 - Termination
Exor will be entitled to terminate any Agreement regulated by these Conditions, by means of written notice thereof, in case of Clients’ failure to pay the price of Products agreed or in case of breach of any of the following clauses: Exor industrial and intellectual property rights; Code of Ethics, Export compliance.
Any Agreement regulated by these Conditions shall be deemed as automatically terminated if Clients (a) file a petition for relief in bankruptcy on its own behalf, or upon request of a third party, or (b) are submitted to any prebankruptcy proceedings, compulsory liquidation, voluntary winding up or any discontinuance of its business.
11 – Assignment
Clients may not assign its rights or obligations under any Agreement regulated by these Conditions without the prior written consent of EXOR.
12 – Code of Ethics
Clients are required to read the provisions of Exor ‘s Code of Ethics, published on the website at the following page https://www.exorint.com/. Clients shall comply with the principles and conduct rules established therein.
13 – Export Compliance
Clients must comply with all applicable export controls laws of European Union, foreign jurisdiction as well as any other applicable law.
Prior to any transfer, resale, or re-export of the aforementioned items, Clients must diligently ensure that: (i) no transfer violates embargoes or sanctions imposed by the European Union, the United States of America, the United Nations, or any other relevant authority; (ii) the items are not intended for use in prohibited activities, including, but not limited to, armaments, nuclear technology, or weapons manufacturing; (iii) all transactions comply with the sanctioned party lists and restrictions of the European Union, the United States, the United Nations and other relevant jurisdictions.
Clients will therefore hold Exor harmless against any claims, fines, losses, or damages arising from violations of export control regulations, including covering all related expenses and legal fees.
14 – Force Majeure
Exor shall not be liable for delay or failure to perform any of the obligations set out under any Agreement regulated by these Conditions by reason of circumstances beyond its reasonable control (“Force Majeure Event”). The Events of Force Majeure shall include without limitation, strikes, union agitation, lock-outs accidents, fortuitous event, fire, short supply or absence of raw materials, delay of the suppliers and/or of the carriers in the delivery of raw materials, force majeure, governmental orders or similar orders, whether or not valid, computer bug, earthquakes or other disaster of the elements, embargoes, war, insurrections.
15 – Waiver
Failure by Exor to enforce any provisions of these Conditions shall not be construed as a waiver of the rights set out by such provision nor will any such failure prejudice EXOR’s right to enforce that provision in the future.
16 – Severability
The invalidation of any provision of these Conditions shall not invalidate the other provisions herein which will remain in full force and effect.
17 - Applicable law and Jurisdiction
The sale of the Products between Exor and the Client shall be governed by the laws of Italy. The Court of Verona shall have exclusive jurisdiction for any disputes that may arise in connection with these Conditions.
