- These general terms and conditions of sale (hereinafter referred to as “General Conditions”), in conjunction with the special contract terms and conditions included in each order form or quote, signed for acceptance by the customer (“Buyer”) relating to products offered by BILLO SRL (“Seller”), together form the “Contract” and govern the relationship between the Seller and the Buyer in relation to the sale of products manufactured and marketed by BILLO SRL.
- These General Conditions, published and available for consultation on the website https://www.billosrl.it/, will be deemed to have been accepted, on a case-by-case basis, through the transmission of the duly signed and dated order form or quote by the Buyer, by way of acceptance, to BILLO SRL, by certified email, registered letter with return receipt, by email or hand-delivery and is a necessary and indispensable requirement for the supply of the Products.
- By expressly accepting these General Conditions in the aforementioned manner, the Buyer declares to have read, understood and accepted all the contractual clauses contained herein and undertakes, as of now, to read and accept any changes, additions and/or updates to these General Conditions of Sale, which will be adopted in the future and published simultaneously by the Seller.
- These General Conditions of Sale are applied in conjunction with the provisions in each order form or quote signed for acceptance by the Buyer (“Annex A”), intended as special conditions of sale that, when signed by both Parties, form an integral and substantial part of the Contract, and constitute an agreement between the Parties. In the event of a contradiction, the special conditions shall prevail.
1. Purpose of the Contract – Products – Modifications
- The Buyer may request the Products by submission of the relevant order form or quote prepared by the Seller, dated and signed for acceptance by the Buyer (Annex A), which must, in any case, be sent to the Seller by certified email, registered mail, email, via the Seller’s website or delivered by hand. Submission by one of these methods will be deemed valid as the conclusion of the Contract for all legal purposes.
- The Contract is intended to be stipulated between “professionals” as defined in art. 3 of Italian Legislative Decree no. 206 of 6 September 2005 (Consumer Code) and, therefore, the guarantees and rights attributed to consumers by the Consumer Code do not apply to either of the Parties of the Contract.
- Any information or data on the characteristics and/or technical specifications of the Products contained in brochures, price lists, catalogues or similar documents or on the Seller’s website will be binding only to the extent that such data have been expressly referred to in Annex A to the Contract or by any special conditions signed by both Parties.
- The Seller reserves the right to make any changes to the Products that may be necessary or appropriate, without altering the essential characteristics of the Products themselves.
- No resale of the Products is authorised herein and the Buyer shall be held fully and solely responsible for any breach of this agreement.
2. Transportation and Delivery – Complaints
2.1 Unless otherwise agreed in writing between the Parties, the delivery of the Products covered by the Contract, for the purpose of ascertaining compliance with the delivery terms, the quality assessment and the transfer of the risk of the goods from the Seller to the Buyer, shall take place in the following manner: FCA – Free Carrier (according to INCOTERMS 2010), at the premises of the Seller located in Viale dell ‘Industria, 155, 35040 Merlara PD – Italy, suitably packaged to avoid damage during transportation.
2.2 All delivery dates indicated in Annex A, or subsequently communicated in writing to the Buyer, are only approximate and non-binding. The Seller shall use make all reasonable efforts to complete the delivery within the time limits specified in Annex A. The conclusion of the delivery shall not be deemed to be essential and the Seller shall not be deemed liable if there is a delay in delivery. No delay shall ever constitute a source of compensation for damages, nor cause for termination of the contract. The Seller will promptly inform the Buyer in writing of any delay in the delivery of the Products related to the scheduled dates.
2.3 In any case, whatever the terms of return agreed by the Parties, the risks shall pass to the Buyer upon delivery to the first carrier.
2.4 Any complaints relating to the condition of the packaging, quantity, number or external characteristics of the Products (apparent defects) must be reported to the Seller by registered letter with return receipt or certified email, under penalty of forfeiture, within 2 (two) days from the date of receipt of the Products. Any complaints relating to defects that cannot be identified by a diligent check at the time of receipt (hidden defects) must be reported to the Seller by registered letter with return receipt or certified email, under penalty of forfeiture, within 8 (eight) days from the date of discovery of the defect and, in any case, no later than 12 (twelve) months from delivery.
2.5 It is understood that any complaints or disputes do not entitle the Buyer to suspend or otherwise delay payments for the disputed Products or for other supplies or to provide compensation.
3. Purchase Price – Transportation and insurance costs
3.1 The price for the supply of the Products shall be the one indicated in Annex A (the “Purchase Price”). Unless otherwise agreed, the Purchase Price shall mean Products, packaged according to industry practices for the agreed means of transportation, with the understanding that any other expense or charge shall be borne by the Buyer.
3.2 All transportation and insurance costs and risks related to the transportation of the Products shall be borne by the Buyer.
4. Payment Terms
4.1 The Parties agree that payment of the Purchase Price shall be made by the Buyer to the Seller in the currency indicated on the invoice, in accordance with the payment conditions set out in Annex A, to the bank account indicated by the Seller in writing, with the understanding that the payment shall be deemed to have been made in favour of the Seller only when the relevant sum has been unconditionally credited to the Seller’s bank account. Unless otherwise agreed, any bank charges or commissions due in connection with the payment shall be borne by the Buyer.
4.2 If the Parties have agreed to the advance payment without further indication, it is assumed that the advance payment refers to the entire Purchase Price. Unless otherwise agreed, advance payment shall be credited to the Seller’s account at least 30 (thirty) days prior to the agreed delivery date.
4.3 The Buyer undertakes to comply with the payment deadlines set out in Annex A with the utmost diligence.
4.4 If the payment, even partial, of the Purchase Price is not made within the terms established in Annex A, the Seller shall be entitled, in addition to the consideration due, to the legal interest on arrears that will automatically start to be charged to the Buyer, pursuant to art. 1 of Italian Legislative Decree no. 231/2002, from the day after the expiration of the deadline for the relevant payment of the Purchase Price or each part thereof. In addition, pursuant to art. 6 of the aforementioned legislative decree, all costs incurred by the Seller for the recovery, even out-of-court, of amounts not promptly paid shall be borne by the Buyer.
4.5 In the event of any non-fulfilment, even partial, of the Buyer, referred to in the fourth paragraph above, the Seller has the right, upon notification by registered letter with return receipt or certified email, to suspend the continuation of the supply in accordance with art. 1460 of the Italian Civil Code, or, if the overall delay in payment exceeds 30 (thirty) days in total, to terminate the Contract for non-fulfilment, without prejudice, however, to its right to obtain compensation for damages, the payment of the goods already supplied and/or carried out and the loss of earnings.
4.6 It is understood that the Buyer may not raise any objections to avoid or delay, suspend, defer or reduce the request for payment of the Purchase Price, even in the event of a dispute, nor can this amount be offset with any credits that the Buyer may have with the Seller also relating to other contracts, unless otherwise expressly agreed by both Parties.
4.7 The Buyer hereby agrees that the Seller shall send the invoices in electronic format to the Buyer and guarantees that the email inbox of the address provided will communicate to the Seller is working correctly, checked frequently and that any communications from the Seller will under no circumstances be ignored by the Buyer and its staff.
5. Product Ownership
5.1 The ownership of the Products sold shall pass to the Buyer only upon full payment of the purchase price for said Products. Until ownership of the Products has passed to the Buyer in accordance with the article, the Products will remain labelled as the property of the Seller. The Buyer undertakes not to i) deliver the Products to third parties, ii) give as a guarantee or iii) dispose in any way of the Products subject to the Seller’s retention of ownership; furthermore, the Buyer shall immediately inform the Seller of any rights that third parties may have acquired on such Products.
5.2 In the event of a breach by the Buyer with respect to the obligations referred to in art. 5.1 above, the Seller will have the right, without the need for any formalities, including the notification of the breach to the Buyer, to proceed with the termination of the contract and repossess ownership of the Products which has not yet passed to the Buyer, wherever they may be located. In addition to this, the Seller reserves the right to enforce any other judicial remedy available in relation to the damages incurred.
6. Seller’s Warranty
6.1 The Seller undertakes to remedy any defect, lack of quality or lack of conformity of the Products attributable to the former, which occurred within 12 (twelve) months from the delivery of the Products, provided that the Seller has been promptly notified, depending on the type of defect in dispute, in accordance with art. 2.4 above. The Seller may choose to repair or replace the defective Products. The Products replaced or repaired under warranty will be subject to the same warranty for a period of 6 (six) months from the date of repair or replacement.
6.2 The Seller does not guarantee the compliance of the Products with particular specifications or technical characteristics or their suitability for particular uses unless these characteristics have been expressly agreed in the Contract or in documents referred to in the Contract itself or attached to it.
6.3 Except in the case of wilful misconduct or gross negligence, the Seller will be required, in the event of hidden defects, lack of quality or lack of conformity of the Products, only to repair them or to supply Products to replace the defective ones. It is understood that the aforementioned warranty (consisting of the obligation to repair or replace the Products) includes and replaces the warranties or responsibilities provided for by law, and excludes any other liability of the Seller (both contractual and non-contractual) in any case originating from the Products supplied (e.g. compensation for damage, loss of earnings, withdrawal campaigns, etc.).
7. Limitations of liability
The statements, warranties and liabilities of the Seller, pursuant to and in relation to the Contract, are limited to those expressly provided for in the Contract itself. Except as expressly provided for in the Contract or by mandatory laws, the Seller shall have no other liability in relation to the Products. Under no circumstances shall Seller be liable for loss of earnings, indirect damages, direct or indirect losses of any kind (including personal injury and property damage) or for any loss or damage resulting from mere advice given to the Buyer by Seller. The Parties acknowledge and agree that, the overall liability of the Seller arising from and/or relating to the Contract (including, without limitation, the Seller’s liability for the return of all or part of the Purchase Price) will, in all cases, be limited to the Purchase Price.
8. Force Majeure
8.1 The Seller shall not be liable to the Buyer for non-fulfilment of the obligations under the Contract, including delay in delivery or non-delivery, caused by events beyond the reasonable control of the Seller (“Force Majeure Event”), including, but not limited to, delay in delivery or non-delivery of materials by suppliers, pandemics and/or epidemics spread locally and/or nationally and/or internationally, suspensions or difficulties in transportation, strikes, lockouts, labour disputes of any kind, fires, accidents, earthquakes and other natural events, insurrections, war (whether declared or undeclared), public disorder, delay of carriers, administrative takeovers, embargoes, laws or regulations of any local authority or administrative authority.
8.2 As soon as possible, after the occurrence of a Force Majeure Event and after its effects on Seller’s ability to fulfil the Contract become known to the latter, the Seller shall give written notice to the other Party of such impediment and its effects on the Seller’s ability to fulfil the Contract. Written notification must also be provided when the Force Majeure Event ceases.
8.3 The existence of a Force Majeure Event under this agreement exempts the Seller, in possible breach, from any liability for damages, penalties or any other contractual sanctions. If delivery by the Seller is prevented by a Force Majeure Event, as long as and to the extent that the Force Majeure Event exists, the Seller shall have no liability and shall be entitled to 0.5% of the Purchase Price for each month by way of compensation for the storage charges of the Products at the Seller’s premises.
8.4 If the Force Majeure Event continues for a period exceeding 6 (six) months, either Party may terminate the Contract by written notice to the other Party.
9.5 If, at any time during the period of the Contract, i) the continuation of the fulfilment of the obligations of the Seller deriving from the Contract becomes excessively burdensome due to an event outside the reasonable control of the Seller, an event that the Seller was not reasonably required to take into account at the time of signing the Contract and, if ii) the Seller could not reasonably avoid or overcome such event or its consequences, the Parties, within 30 (thirty) days following the specific written notice by the Seller to the Buyer, will negotiate alternative contractual conditions aimed at alleviating or mitigating the effects of the excessive burden incurred. If the Parties are unable to reach an agreement on such alternative contractual terms, the Seller shall have the right to terminate the Contract and to retain the part of the Purchase Price already paid by the Buyer, by way of partial compensation for the expenses incurred by the Seller in relation to the Contract.
9. Applicable law – Jurisdiction
9.1 The law applicable to the Contract is exclusively Italian law, with the express exclusion of other national laws and/or international conventions on the international sale of goods.
9.2 For any dispute arising out of or in connection with the Contract, the Court of Rovigo of the Italian Judicial Authority shall have exclusive jurisdiction.
Without prejudice to any other express provision of the Contract, all communications due under or relating to the Contract shall be sent to the Parties by email to the address that the Parties will communicate in writing.
11. Confidential Information
Any information communicated by either Party of the Contract to the other and the relevant design, manufacture, development, sale, distribution, promotion of the Products, sales policy, customers, financial plans, forecasts and any other similar technical and/or commercial document or other material marked as “confidential” or “confidential”, shall be treated by the receiving Party as confidential information and the receiving Party shall take all reasonable precautions to ensure that it is treated as such by the personnel of the receiving Party. Any such confidential information shall be used by the receiving Party and the receiving Party’s personnel only to the extent strictly necessary for the fulfilment of the obligations under the Contract and all documents and other materials containing confidential information shall be promptly returned to the Party which supplied them or destroyed, at the option of the Party which supplied them, upon written notification and, in any case, upon termination of the Contract.
12. General provisions
12.1 The Contract cancels and supersedes any previous agreement, whether oral or written, between the Parties relating to its subject matter. The contractual relationship resulting from the completion of each individual future order is governed by these General Conditions and any specific ones expressed in each order/quote signed.
12.2 Any addition or modification to the Contract and the annexes will be considered valid only if made in writing and approved by the authorised representatives of both Parties.
12.3 No term or clause of the Contract shall be deemed waived, and no breach of the Contract itself may be considered permitted, except in the event that such waiver or consent is not explicit and in writing.
12.4 The Contract does not create any binding subordinate relationship, dependency, or joint venture between the Parties, which remain independent in their respective organizations. Neither Party may make commitments of any kind to third parties on behalf of the other.
12.5 The Contract shall be binding and shall benefit each of the Parties, their respective successors and assigns, who shall be bound by the terms of the Contract.
12.6 In the event of a conflict between the provisions contained in these General Conditions and any other provisions agreed in writing between the Parties in other documents signed by both Parties, the latter shall prevail pursuant to Article 1342 of the Italian Civil Code.
12.7 For anything not provided for in the Contract, the laws in force on the subject are understood to prevail.
13. Privacy and protection of personal data
13.1 The Parties mutually acknowledge that they have been informed about the information under art. 13 of Reg. EU 2016/679 – GDPR.
13.2 The Parties mutually authorise the processing of their personal data, both electronically and electronically: for the purposes necessary for the execution and management of the Contract; for purposes relating to the fulfilment of a legal obligation to which each party is subject; for purposes necessary to ascertain, exercise or defend a right in court or whenever the courts exercise their judicial functions and each party provides the other with consent to process their personal data, directly or indirectly, for the aforementioned purposes.
13.3 In particular, with the conclusion of the Contract and in relation to it, the Buyer authorises the Seller to communicate to third parties its personal data in relation to the obligations linked to the Contract.
13.4 The Parties mutually guarantee that the data provided as a result of the relationship will be treated with the utmost confidentiality, in compliance with the current legislation mentioned above.
14. All-encompassing concept of the Contract – Premises and Annexes.
14.1 No amendment or postscript to the Contract shall be effective between the Parties unless specifically approved in writing by the Parties.
14.2 The Parties mutually acknowledge that the premises of these General Conditions must be understood as an integral part therein and, therefore, of any Contract stipulated by the Seller.
14.3 The Parties also acknowledge that all the Annexes signed by the Customer and the Seller form an integral part of the Contract.