1.1 These General Terms and Conditions of Sale (“GTCS”) shall be considered acknowledged by all customers of Olab S.r.l. (“Olab”), either resellers or end-users (the “Clients”).
1.2 All products described in Olab’s catalogues or products manufactured upon specific request and not included in Olab’s catalogues (collectively referred as “Products”) may be subject to modifications, also material. Olab reserves the right to introduce unquestionably modifications or to interrupt unilaterally the production, without any need of previous notice to the Clients..
1.3. All sales of Products made By Olab to Clients, unless expressly provided for otherwise in writing, are disciplined by these GTCS.
2.1 Unless expressly provided for otherwise, all Olab’s estimates shall be considered indicative and not binding.
2.2 Estimates issued with a certain validity period shall be binding if Client’s acceptance is received according to the forms indicated in the estimate, by and no later than the validity expiry date. Once expired such validity expiry date, the relevant estimate will have no further effect or validity.
3.1 Client filling an order of Products to Olab (the “Order”) shall be bound to the prices indicated in the Order or, otherwise, to the prices indicated in Olab’s pricelist which is effective at the date of the Order receipt.
3.2. Olab reserves the discretionary right to accept Orders. Orders are considered executed and binding only upon Olab’s written confirmation to the Client, except for special cases in which Olab has provided for the execution of the contract without prior confirmation; in this case the contract will be considered executed on the date production of the Product ordered by the Client is begun.
3.3 Orders can not be subject to any variation starting from the thirty day following Olab’s confirmation date, save Olab’s right to claim against the Client the damages deriving from such variation.
3.4 In case a raw materials prices increase exceeding 10% occur in the period between the Order date and the foreseen delivery date, Olab shall be entitled, at its discretion, to give termination to the contracts, without any obligation to indemnify or reimburse the Client.
4. PAYMENT AND RESERVATION OF TITLE
4.1 Payment of invoices issued by Olab shall be made within the due date and according to the procedures indicated in the relevant invoices.
4.2 Complaints shall not entitle the Clients to delay or interrupt the payment, being the contract of sale expressly governed by the “solve et repete” clause pursuant to article 1462 of the Italian Civil Code.
4.3 Any delay or default in payment, even partial, shall immediately trigger default interest in the measure of Euribor 3-months rate plus three basis points.
4.4 Moreover, any delay or default in the payment of invoices, even just for one day, shall entitle Olab without the need of any prior notice and save any further remedy:
(a) to ask for, save any other right, acceleration in payment of all outstanding invoices with forfeiture of any benefit related to the due date;
(b) to withheld or terminate contracts relating to Orders accepted and still pending.
In these cases, Clients shall not be entitled to claim any compensation or damage. Olab will have the right to ascribe payments concerning subsequent supply to the payment of interest and capital of previous unpaid invoices.
4.5 In addition, Olab expressly reserves the title over Products supplied, to the maximum extent permitted by the domestic law of the Country where such Products are located, until the entire and correct payment of the purchase price is made; Olab shall have the right to enforce such retention of title in addition or alternatively to any further remedy. The Client expressly undertake to take any necessary step in order to construe, in the Country where the Product are located, a valid reservation of title right in Olab’s favour up to the maximum extent permitted for by the law or to create any guarantee in Olab’s favour analogous to such reservation of title.
5. DELIVERY TERMS
5.1 Products are generally sold “EX WORKS” (INCOTERMS 2000) and - save any other agreement in writing resulting from Olab’s Order confirmation - are shipped at Client’s own risk.
5.2 Unless expressly provided otherwise in writing, delivery terms as indicated in Olab’s offers or Order confirmation are merely indicative and not binding on Olab. Therefore, any delay in the delivery shall not give right to Clients to ask for damages or to give termination, also partial, to the supply contract.
5.3 Delivery dates shall be agreed, case by case, on the basis of the relevant Order and, in any case, can be subject to variation due to production needs and force majeure or circumstances related to industrial production, as indicated in article 5.6.
5.4 In case of EX WORKS sale, delay in Products collection exceeding 15 days give right to Olab, at its own discretion, either to ask for compulsory fulfilment or to terminate the contract and ask for relevant damages.
5.5 Transport shall not be arranged by Olab, unless otherwise agreed in writing in the relevant Order confirmation.
5.6 Olab, in any case, shall not be liable for unfulfilled or delayed delivery of the Products occurring, inter alia circumstances such as shortages or lack of raw materials or electricity, interruption of transport or associated services, acts of God, strikes, lock-outs, occupation of production premises, fire, floods, calamity, terrorist attacks, etc…
6. GUARANTEES AND COMPLAINTS
6.1 Technical features of Olab’s Products are to be found in the relevant catalogue. Olab is responsible exclusively in case of lack of conformity of the Product with the above-mentioned technical features. Olab is not responsible for Products interaction with machinery or products/components of the Client or of a third party.
6.2 Olab will accept complaints relating to evident defects only in case they are mentioned in the documents of transport at the time of delivery or in case they are denounced in writing within the forfeiture term of eight days from the delivery date. Olab shall not be held responsible for applications or operations involving its Products. Hidden defects shall be denounced in writing at latest within the forfeiture term of eight days from the date of discovery.
6.3 Olab’s guarantee for lack of conformity of its Products is valid vis a vis the Clients for a period of one year from the delivery date. In relation to contracts entered into with end-user Clients - to be intended as individuals who are purchasing Products for uses not related to any of their possible entrepreneurial or professional activities – Olab’s guarantee is valid for a period of two years from the delivery date.
6.4 Olab declines all responsibilities for use of the Product not in compliance with the indications contained in catalogue and for use by non-qualified or untrained personnel. Olab shall be liable only with regard to defects which appear in relation to a correct use of the Products, according to the conditions of use indicated in the contract and to the indications contained in the instructions. All defects and faults due to mistakes in transportation, electrical connection, wrong installation or insufficient maintenance, unauthorised technical modifications or inadequate protection, technical and hydraulic parameters incompatibles, use of liquids containing abrasive or corrosive substances or, anyhow, incompatible with the construction materials, wear and tear are, therefore, excluded. Should the Client or third parties replace or repair directly the Products or parts of them without Olab's previous written authorisation, the guarantee shall not apply. In any case, such replacements and repairs will not be reimbursed.
6.5 In any case Olab’s guarantee shall be conventionally limited between Olab and the Clients to the sole replacement of the Products or, at Olab’s sole discretion, the repairing of the defective parts of the Products by Olab at its premises; all different form of guarantee (also implied or by law) shall be deemed expressly excluded. Clients, save for consumers safeguard mandatory law provisions, expressly waive any and all rights to claim damages relating to other/further losses, direct and/or indirect and/or consequential damages (including punitive damages liquidated in Court decision where applicable according to the relevant domestic law), as well as damages to any third party who use the Product, having the Client the burden to ensure the correct use of the Products and the respect of the safety rules.
6.6 Timely and justified complaints do not give right to Clients to ask for the termination of the contract and/or to delay the payment of the relevant invoice and/or to ask for any price reduction.
6.7 Any guarantee concerning the parts of the Products not manufactured by Olab but purchased by Olab from other sub-suppliers or, anyhow, subject to wear and tear, is expressly excluded. In any case, Olab shall be liable towards Clients exclusively within the limits of the guarantee received by Olab from the relevant manufacturer.
7.1 Prices indicated on the pricelist shall be effective until the issue of a new pricelist, which may be issued without prior notice.
7.2 Prices do not include VAT.
7.3 Unless expressly provided otherwise, all prices are EX WORKS.
8.1 Testing of the Products is carried out at Olab's plants according to the methods normally used by Olab, also at Client’s presence if required, in this case at its own cost.
9. DESIGNS - IP
9.1 Dimensions and designs of the Products indicated in the catalogues, advertisements or other literature, shall be considered as a mere indication and shall not be binding on Olab if not expressly mentioned in the Order confirmation.
9.2 Olab have and will maintain any and all its rights over any of its patents, models, trademark or logo (also de facto), industrial privative rights, project, technical prescription and any other proprietary information relating to the Products and their application/use (“Olab IP”).
9.3 Clients shall abstain from any act or conduct, including conducting researches and studies on the Products, the deposit of any patent or model, which can determine/involve infringement of Olab IP, save for any action expressly agreed by Olab in the relevant contract.
10. GOVERNING LAW - LITIGATIONS
10.1 All contracts entered into by Olab and the Clients under these GTCS shall be governed, for any aspects not expressly regulated by the GTCS, by the Italian law. The application of the 1980 Vienna Convention on the International Sale of Goods is expressly excluded.
10.2 All dispute arising between the parties in connection to the sale and purchase contracts entered into by Olab and the Clients or to the application of these GTCS shall be submitted to the exclusive jurisdiction of the Court of Brescia, Italy, expressly agreed by the Clients as the exclusively competent Court