FRALEX S.r.l., headquarters in Capraia e Limite (FI), Via delle Ginestre n. 12 – CAP 50050, where it is domiciled, VAT and C.F. 01736810977, Tel. +39 0571 59491, Fax. +39 0571 583342, e-mail: sales@fralexmac.it, website: www.fralex.it , hereinafter, (the VENDOR)
*******
ART. 1. DEFINITIONS
1.1- In these General Terms and Conditions of Sale the following terms have the meaning specified below:
a) “SALES CONTRACT” means the contract stipulated between the Vendor and the Purchaser referred to the introduction;
b) the term “VENDOR” refers to FRALEX S.R.L., which is one of the party of the sales contract, that provides for sales management system, selling the products indicated in these GCS.
c) the term “PRODUCTS” refers solely to the goods indicated in art. 4;
d) the term “BUYER” AND / OR “CUSTOMER” refers to the commercial subject who purchases the PRODUCTS according to the methods indicated in the present general conditions;
e) the expression “PARTY” refers to both the VENDOR and the BUYER;
f) the term “COMPENSATION” refers to the sale price as specified in art. 6;
g) the term “GENERAL CONDITIONS OF SALE” (also “GCS”) means the list of the clauses applicable to sale and purchase contracts relating to the products offered by the VENDOR indicated in these GCS, stipulated between this party and the BUYER.
ART. 2. CONTRACTUAL LEGISLATION AND SCOPE OF APPLICATION
2.1- The present GENERAL CONDITIONS OF SALE, called GCS, which are placed in the PURCHASER’s availability for reproduction and conservation, are those applied by the VENDOR, FRALEX SRL, in its relations with the CUSTOMERS, and are considered an integral part of the single contracts.
2.2- Notwithstanding any contrary prevision, even though contained in the eventual general conditions of the BUYER, these GCS shall be applied to all the sales made in Italy and abroad by FRALEX S.R.L. and referred to the products which are manufactured and / or marketed by FRALEX S.R.L.
2.3- By the sales contract, respectively, the VENDOR sells and the BUYER buys the products indicated in art. 4 and supplied by FRALEX S.R.L.
2.4- The GCS regulate the sales contracts stipulated by FRALEX S.R.L and may be updated, supplemented or modified at any time by the VENDOR, who will notify the CUSTOMER; these updates / changes and / or additions will be effective for future sales.
2.5- The commercial terms of current use, when used in these GCS (EXW, DDP, etc.) are those codified and governed under the name INCOTERMS 2010 by the International Chamber of Commerce.
2.6 – Although not already provided for in these GCS, reference is made to the provisions of the Civil Code.
2.7- The present general conditions of contract are not applied to Consumer, as specified in the Consumer Code (Legislative Decree of 6th September 2005, No. 206).
ART. 3. SUBJECT OF THE CONTRACT
3.1- Information contained on the website www.macautoadesivi.com, in the present GCS, in the catalogue and / or in other presentation tools of the products, do not represent any offer or contract proposal. THE PRODUCTS are exclusively susceptible of constituting an invitation to propose.
3.2. The CUSTOMER who wants to buy the PRODUCTS from FRALEX S.R.L., must send to the Vendor, by e-mail, a clear and complete order proposal, after which the order will be understood as received by the SELLER.
3.3. The conclusion of the sales contract with FRALEX S.R.L. takes place following the total acceptance by the CUSTOMER of the order confirmation sent by the VENDOR.
3.4- If the Customer does not communicate to the FRALEX S.R.L., within 48 hours after receipt of the order confirmation, the acceptance of it will be considered tacitly occurred and the Vendor will intend the contract being completed.
3.5- In the different case in which the Customer communicates to FRALEX SRL, always within 48 hours after receipt of the order confirmation, the need to make some changes to the document confirming the order, such behaviour will be considered as a new proposal of order.
3.6– Along with the order confirmation FRALEX S.R.L. will send to the BUYER an informative note containing the summary of the proposal, which will recall the GCS.
3.7- Except for the provisions of art. 3.5, the order proposal, once the confirmation of the order of FRALEX S.r.l. has being received, is irrevocable and binding for the BUYER.
3.8– If FRALEX S.R.L. do not consider appropriate to confirm the order or, otherwise, provided a partial confirmation of the order received from the CUSTOMER, the BUYER cannot claim any right and / or pretence in relation to the PRODUCTS not being delivered.
3.9- In any case, the specific conditions of each transaction will be definitively indicated in the invoice by the Vendor.
3.10- The BUYER, if he wants to revoke his proposal and / or withdraw from the single sales contracts, must firstly acquire the authorization of FRALEX S.R.L .; with regards to customized products upon request by the CUSTOMER, the request for revocation of the proposal and / or withdrawal cannot in any case be submitted once three days have elapsed from the sending of the order proposal according to the art. 3.2.
In any case, the VENDOR can apply a penalty of 20% of the price of the supply, subject to the right for FRALEX S.R.L. to forfeit any advances paid, as a penalty.
3.11- The technical data of the products supplied and indicated in the catalogues, price lists, newsletters or other illustrative documents drawn up by the Vendor, as well as the features of the samples, are merely indicative and are not binding, if not specified in the quotation or in the order confirmation. The Vendor reserves the right to amend the features and details of its products in order to improve the performance, at any time.
ART. 4. PRODUCTS
4.1- The PRODUCTS subject to the contract are those listed in the FRALEX S.R.L. catalogue, which can also be consulted on the website www.macautoadesivi.com.
4.2- The quality and quantity of the PRODUCTS that FRALEX S.R.L. undertakes to provide are those indicated in the order confirmation or, failing that, in the transport document at the time of delivery by FRALEX S.R.L. or on the invoice.
4.3- FRALEX S.R.L. reserves the right to make irrelevant changes to the PRODUCTS without obligation to notify the BUYER.
4.4- Similarly, the list of PRODUCTS might be updated at any time by the VENDOR, without the need to communicate this change to the Purchaser.
Art. 5. Data and technical documents
5.1 -Technical data, dimensions, features, capacities, colours, weights and all other data relating to the PRODUCTS on the website and / or contained in the technical and advertising documentation of FRALEX SRL (for example: catalogues, brochures, drawings, illustrations, etc.), as well as the features of the samples and models sent by the VENDOR to the CUSTOMER, are merely indicative. They must be considered binding only if they have been expressly mentioned as such in the order confirmation of FRALEX S.R.L.
5.2- Any documentation or technical drawing that allows the manufacture of the sold products, or parts thereof, that has been returned to the CUSTOMER remains exclusive property of FRALEX SRL and may not be copied, reproduced, transmitted to third parties or otherwise used without prior written consent of the VENDOR.
5.3- FRALEX SRL. remains, in any case, the exclusive owner of any intellectual or industrial property related to the PRODUCTS
Art. 6. Price determination
6.1 – The sale price is periodically updated by the VENDOR.
6.2- Sales prices (hereinafter also “COMPENSATION”) specified by FRALEX S.R.L. in order confirmations and invoices are based on the price list expressed in Euro, VAT excluded, in force on the day the order has been confirmed.
6.3- Possible discounts and / or rebates on the prices applied by FRALEX S.R.L. shall be valid only if agreed by the PARTIES in written form and shall be applicable only in case of full compliance with the established payments.
6.4- Prices of products which are not included on the price list shall be determined from time to time by FRALEX S.R.L.
6.5- In case of late delivery of PRODUCTS due to BUYER’s fault, any increase of price occurring after confirmation of the order are full responsibility of the latter.
Art. 7. Packaging and warranty for flaws and/or defects
7.1 – The cost of Packaging is included in the sale price of the products, unless otherwise stated.
7.2 – The CUSTOMER is required to check the integrity of the package before subscribing the CMR or the B/L. FRALEX S.R.L. shall not be in any case responsible for any damage and / or tampering which may occur to the package and its content.
7.3–Except as provided in the previous point, the CUSTOMER shall not make claims for flaws and / or defects after 8 days from the delivery of the PRODUCTS.
7.4– In case the CLIENT submits a complaint to FRALEX S.R.L., he must provide the VENDOR with intact samples of the material deemed unsuitable and / or flawed. These samples will be used by FRALEX S.R.L. in order to carry out appropriate and specific checks on the said PRODUCT
7.5 – Claims on processed or already used products (semi-finished and finished) by the CUSTOMER, will not be taken into consideration.
7.6 -The VENDOR will only accept returns expressly authorized by himself.
7.7– FRALEX S.R.L. guarantees the conformity and the proper functioning of the products for a period of 12 months from the delivery of the product, provided that the use of the products is carried out in compliance with the instructions provided by the VENDOR.
7.8 -With particular reference to the conditions of use mentioned in the previous point, FRALEX S.R.L. also recommends:
– a storage temperature of the PRODUCTS between 18 ° C and 30 ° C;
– not to expose the PRODUCTS to sources of heat and / or humidity;
– that the PRODUCTS are conditioned at room temperature before the use.
7.9 - The Customer is obliged to examine the intended uses and applications, carefully. These are listed in the relevant technical data sheet of each item. Furthermore, each Customer is also required to verify the suitability of the products for their uses through appropriate preliminary tests.
FRALEX will not accept any complaint or return of neutral and personalised items for products used in a different way from the stated intended use or used in accordance with their intended use whose characteristics fall within the specifications declared in the technical data sheet.
Art. 8. Payment and delivery
8.1 – The BUYER shall make the payment in favour of the VENDOR of the counter-value of the PRODUCTS, in compliance with the contract and the price determination included in art. 3 and 6 of these GCS, according to the methods agreed between the PARTIES from time to time.
8.2 -Shipment shall take place within the scheduled date, agreed from time to time and specified in the order confirmation sent by the VENDOR to the CUSTOMER.
8.3 -The VENDOR reserves the right to settle the advanced payment for single sales and for specific customers.
8.4- The delivery terms indicated in the offer and / or order confirmation are purely indicative and not binding. The BUYER cannot request indemnities and / or compensation for any prejudices deriving from delays in delivery.
8.5- The specific conditions of each transaction shall be in any case definitively specified in the invoice by the VENDOR.
8.6 – The VENDOR will not in any case be liable for any delays or non-delivery due to unforeseeable circumstances, force majeure or third parties’ fault. In any case the VENDOR shall not be liable for damages caused to the CLIENT and / or third parties by such events, among which shall be included all events not directly caused by the negligent behaviour of the VENDOR. In these cases, the VENDOR shall have the right to suspend or delay the execution of the order.
8.7.- Unless otherwise agreed, for foreign customers the sale shall be considered EXW from Capraia e Limite (FI). Unless otherwise agreed, for Customers located in Italy and in the Republic of San Marino, the sale is to be considered DDP carried out at the place of delivery.
8.8– Shipment performed to the place requested by the customer shall be carried out by Carrier. The additional cost for deliveries with compulsory date (subject to verification of the effective possibility) is 25% higher than the standard cost and the difference shall be charged on the invoice.
8.9- Any additional transportation cost may be charged in case of “non-standard” sizes.
8.10- The VENDOR undertakes to inform in advance the BUYER of any additional cost.
Art. 9. Agreement for retention of title
9.1–In case the payment is made in instalments – fully or partially – after the delivery, the delivered PRODUCTS to the BUYER shall remain property of the VENDOR until full payment is performed. (i.e. payment of the last instalment), according to art. 1523 ss of the civil code (agreement for retention of title).
9.2– In case of non-payment within the agreed terms (even of a single instalment) that exceeds the eighth part of the price, or non-payment of two instalments, even non-consecutive, the contract shall be deemed automatically terminated according to art. 1456 of the Civil Code, with effect from the moment in which the VENDOR notifies the buyer his decision to make use of this express termination clause.
9.3 – The VENDOR can take possession of all the products subjected to retention wherever they are, subject to any further remedy for the injury suffered.
9.4 – The paid instalments, according to the provisions of art. 1526 of the Civil Code, shall remain acquired to the VENDOR as reimbursement, except for compensation for the greater damage.
9.5 – The BUYER undertakes to comply with all the formalities necessary in order to oppose to any third party’s claim regarding the reservation of property in favour of the Vendor
9.6- The VENDOR has the right to expressly quit the provisions of this article.
Art. 10. Buyer’s Obligations
10.1 – Once the purchase order has been made, the BUYER agrees and undertakes, for the full payment of the supply of products.
10.2- In case of non-compliance with payment deadlines, the CUSTOMER shall lose any benefit about the term and authorizes the VENDOR to require the entire payment of the credit claimed.
ART. 11. EXPRESS RESOLUTIVE CLAUSE
11.1 – The Contract shall be resolved, in case the BUYER becomes insolvent or sells the assets to creditors, suffers a seizure or other form of bond on their assets or is put into liquidation, voluntarily or coercively, or is subject to bankruptcy proceedings, unless the VENDOR decides to renounce to avail of the said clause.
11.2 –If the VENDOR intends to make use of the present clause, the Contract shall also be resolved in case of non-payment of the amount due. This will entail for the buyer the expiry of any benefit, and the VENDOR shall be entitled to require the entire price difference (net of discounts and rebates) still due, or to obtain the Contract termination according to art. 1456 c.c. to be communicated via Certified e-mail, and in any case the Vendor shall be entitled to require the reimbursement of all damages suffered as a result of the termination of the Contract.
Art. 12. USE OF THE BRAND. OBLIGATION OF CONFIDENTIALITY AND LOYALTY
12.1 – The BUYER cannot use or reproduce the FRALEX S.R.L. logo and / or other trademarks, as well as pictures of Products and / or graphic elaborations.
12.2 – The PARTIES mutually obligate themselves not to disclose to any person or company, and will also ensure that their employees do not disclose trade secrets, technical or commercial know-how or other information to any third parties, either directly or indirectly;
This shall include, but it shall not be limited to: all data, drawings, projects, artworks, specifications, samples, models used for the manufacture of the PRODUCTS- which may be acquired in connection with the execution of this contract.
12.3- The BUYER undertakes to promptly notify the VENDOR of any improper use of the trademarks or any other distinctive characteristic of FRALEX S.R.L., even if such use is carried out by third parties. The VENDOR, in the event of such improper use, will be entitled to request the immediate interruption of the violation, this shall be without prejudice to the right of compensation for any damage.
Art. 13 – Communications
13.The BUYER shall provide the VENDOR with an e-mail address on which the latter could send all communications related to the trade relations.
13.2 -The mutual communications between the PARTIES relating to points 3.3, 3.5, 9.7, 11.2 shall be made in writing and sent by certified e-mail to the address previously communicated to the Chamber of Commerce.
Art. 14. Partial Invalidity
14.1– Should any of the said provisions of the terms be declared invalid or ineffective, all other provisions will remain fully valid and effective.
Art. 15. Applicable law and dispute resolution
15.1 -All contracts concluded on the basis of these GCS are ruled by the Italian law.
15.2 – All disputes arising from the application of these GCS, as well as contracts concluded on the mentioned conditions or related to them, will be resolved primarily through friendly consultations between the PARTIES. In case a solution should not been reached in this way, the rules established by the Italian Civil Procedure Code will be applied.
Capraia e Limite, 01/10/2023
The Vendor
FRALEX S.r.l.
Via delle Ginestre 12 – Capraia e Limite (FI) – 50050
VAT No. 01736810977
Tel. +39 0571 59491
Fax. +39 0571 583342
e-mail: sales@fralexmac.it www.fralex.it
