1 – GENERAL PROVISIONS (a) The terms and conditions set forth below (the “General Terms and Conditions of Sale”) form an integral part of the contracts entered into between the Seller and the Buyer for the supply of the Seller’s products (the “Products”). (b) The General Terms and Conditions of Sale apply to all transactions concluded between the Seller and the Buyer without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual transaction. Any different terms or conditions shall apply only if confirmed in writing by the Seller. (c) The Seller reserves the right to amend, supplement, or modify the General Terms and Conditions of Sale, attaching such amendments to offers or to any correspondence sent in writing to the Buyer
2 – OFFERS AND ORDERS (a) The Seller’s offers are not to be considered binding, particularly with regard to quantities, prices, and delivery terms. (b) Orders and/or order changes made verbally or by telephone must be confirmed in writing by the Buyer via fax or email. Otherwise, the Seller assumes no liability for any errors or possible misunderstandings. (c) The information contained in the Seller’s catalogs or advertising materials, such as technical specifications of products or components, dimensions, assembly diagrams, colors, etc., is provided for informational purposes only, due to the technical specifications and technological evolution of the company’s products. Binding data may be provided on a case-by-case basis and upon explicit request. In order to improve product quality, the Seller reserves the right to modify the product without prior notice and even after the order has been accepted. (d) Orders placed by the Buyer are not considered accepted until they have been confirmed in writing (via email, intranet systems, or other digital systems) by the Seller. In the event of changes to orders transmitted by the Buyer via informal channels, the issuance of an invoice by the Seller or the fulfillment of the order by the Seller shall be considered confirmation. (e) The Seller reserves the right to accept order modifications or cancellations depending on the progress of the order. (f) The Buyer agrees to indemnify the Seller for any costs incurred by the Seller in fulfilling the order, even in the event of its cancellation and/or modification.
3 – PRICES AND TERMS OF PAYMENT (a) The prices of the goods are those listed in the price list in effect at the time of the order, unless otherwise agreed in writing. Offers and/or orders are valid at the prices indicated for the specified period, ex-works from the Seller’s facility. (b) Product prices do not include VAT, which must be paid upon delivery or in accordance with the specific terms indicated on the invoice. (c) Payment must be made in accordance with the terms and methods set forth in the invoice. Direct payments must be made by bank transfer, cashier’s check, bank check, or cash within the limits imposed by applicable law. (d) Taxes, duties, shipping, insurance, installation, end-user training, and after-sales service are not included in the prices unless quoted separately. (e) In addition to other remedies permitted by applicable law or these General Terms and Conditions of Sale, the Seller reserves the right to charge late payment interest on overdue payments starting from the date on which the right to payment accrued, calculated at the official reference rate plus 8 percentage points and in any case always within the threshold rates pursuant to Law 108/96. In the case of transactions between businesses, the Seller reserves the right to apply late payment interest in accordance with Article 2 of Legislative Decree No. 231/2002, as replaced by Article 1, paragraph 1, letter b), of Legislative Decree No. 192 of 2012, and subsequent amendments and additions. For late payments or unpaid amounts, in addition to bank charges, a late payment processing fee of €10.00 will be charged. (f) In the event that the Buyer fails to make payment within the terms and in the manner specified by the Seller, or in the event that the Buyer’s business is conducted in a manner inconsistent with the ordinary course of business—which includes, without limitation, the issuance of writs of attachment or protests—or when payments have been delayed or insolvency proceedings have been requested or initiated, the Seller shall have the right, at its discretion, to suspend or cancel further deliveries and/or to declare any claim arising from the business relationship immediately due and payable. Furthermore, the Seller may in such cases require advance payments and/or a security deposit. (g) The Buyer has no right to make any set-off, withholding, or reduction unless its claim to that effect has been definitively and judicially upheld.
4 – DELIVERY TERMS (a) Unless otherwise agreed in writing, any delivery date specified is not binding on the Seller. Unless otherwise agreed by the parties, the indicative delivery date is the one specified in the order confirmation. However, the Seller undertakes to fulfill the order received within 60 days of the delivery date specified in the order confirmation. (b) The Seller reserves the right to make reasonable partial deliveries, unless the Buyer has specified mandatory requirements at the time of ordering. (c) Any liability for delivery arising from force majeure or other unforeseeable events not attributable to the Seller, including, without limitation, strikes, lockouts, government regulations, or subsequent restrictions on export or import capabilities, shall, depending on their duration and scope, release the Seller from the obligation to meet any agreed-upon delivery deadline. (d) The Seller is not obligated to accept returns of the products, unless expressly agreed in writing. Any costs incurred for this purpose shall be borne by the Buyer.
5 – DELIVERY METHODS (a) The Seller will deliver the ordered products to customers via a trusted carrier, or directly if the destination is within the areas served by the company’s delivery service. Any alternative delivery methods, even partial ones, must be communicated by the Buyer to the Seller no later than the time the order is submitted. (b) Shipping costs for the goods are entirely the responsibility of the Buyer, unless otherwise agreed upon by the parties in the order confirmation.
All goods are delivered free to our premises. Shipping will be charged as a flat fee of €25.00 for orders up to €700.00; for orders exceeding this amount, shipping costs will be 3.5% of the total order value. For CASH ON DELIVERY payments, a surcharge of €6.50will be applied for amounts up to €250.00, and 2% of the taxable total for amounts exceeding €250.00.
6 – OBLIGATION TO INSPECT AND ACCEPT PRODUCTS
(a) Upon receipt of the Products, the Buyer must immediately:
(i) verify the quantities and packaging of the Products and note any objections on the delivery note by signing the delivery note or invoice “subject to verification”
(ii) verify that the Products comply with the terms of the order confirmation and record any discrepancies in the delivery note.
(b) In the event of a complaint regarding defects, the Buyer must comply with the following procedures and deadlines:
(i) The notification must be made within 8 consecutive days from the date the Buyer takes delivery of the Products.
In the case where the complaint relates to a defect that, despite the initial inspection, remained hidden, the complaint must be filed as soon as possible by the end of the business day on which the defect was discovered and, in any case, no later than 2 (two) weeks from the delivery of the Products;
(ii) The detailed notice must be submitted in writing to the Seller within the time limits specified above. Any notice provided by telephone is not accepted as valid or effective;
(iii) The notification must include the details of the label affixed to the product (if any) and specify the type and amount of the defects alleged;
(iv) The Buyer agrees to make the disputed Products available for inspection; such inspection shall be conducted by the Seller or by a representative appointed by the Seller.
(c) Any material deemed defective must be shipped, after notifying the Seller, with shipping charges prepaid, and the replaced item shall remain the property the Seller. Returned goods must be packed with the utmost care, taking all necessary precautions to prevent damage during transport.
(d) Returned goods will be inspected by the Seller to verify the alleged defect, and the Seller will replace any or refund their price if the complaint is valid, while charging the buyer for all costs incurred if the complaint is unfounded.
The Seller reserves the right to thoroughly inspect returned items and, depending on the circumstances and at its sole discretion, to repair, replaced, or refunded. For repairs not covered by the warranty, however, the Seller must provide the Buyer with a cost estimate, which must be approved in writing.
(e) Any Product for which no objection has been raised in accordance with the procedures and terms set forth above shall be deemed approved and accepted by the Buyer.
(f) So-called “ad nutum” withdrawal is not permitted.
7 – COMPENSATION FOR DAMAGES
In the event of manufacturing defects in the goods, defects in the goods themselves, or their failure to function properly in accordance with their intended use, in any case, the Seller’s liability shall be established, only and exclusively the reproduction and shipment of the same goods identical in quantity and quality (kind and type), free from any defects and in perfect working order. Therefore, all other costs incurred by the Buyer, such as: disassembly, reassembly, labor hours, travel time, transportation charges, etc., as well as any other expense and/or direct or indirect compensation.
8 – WARRANTY TERMS
(a) The Seller warrants that the products are free from defects and conform to the stated technical specifications.
(b) The warranty applies only to products used in environments and for applications consistent with the specifications stated by the Seller; any is prohibited.
(c) The warranty shall not apply if the defect or malfunction is found to result from improper or inappropriate use of the product, or if the product does not comply with the commissioning instructions. Furthermore, the warranty shall not apply to damage caused by lack of maintenance and/or caused by the user of the Product. Any modification or replacement of product parts not authorized by the Seller releases the manufacturer from civil and criminal liability and will in any case void the warranty. The warranty does not cover normal wear-and-tear parts.
(d) Unless otherwise agreed, the Seller’s products are covered by a warranty in accordance with applicable law, effective from the date of delivery. The warranty covers the free replacement and/or repair of parts found to have manufacturing defects. The warranty does not cover any damage not attributable to the direct fault of the Seller, such as, by way of example and without limitation: damage due to wear and tear, weather conditions, and/or third parties; damage incurred during transport, damage due to improper storage, damage due to tampering with the product, damage due to incorrect assembly and/or improper use, damage resulting from exceeding performance limits, and damage resulting from incorrect or incomplete information provided at the time of ordering.
(e) The minimum warranty period is that provided for by current law. The Seller reserves the right to extend the warranty period warranty on specific Products.
Product components subject to wear and tear (mesh, fabrics) are not covered by the warranty.
9 – LIMITATION OF LIABILITY
(a) Except in cases of justified disputes raised in accordance with the provisions of paragraph 6) above, the Buyer have any further rights or remedies. In particular, the Seller shall not be liable for any compensation claimed for breach or breach of contract, for any direct damage or loss of profit incurred by the Buyer as a result of the use, failure to use
use of the Products, or their incorporation into other products, except in cases covered by the warranty set forth in paragraph 7) or in the event of willful misconduct or gross negligence on the part of the Seller.
(b) The Seller shall use its best efforts to deliver the Products within any agreed time frame, but under no circumstances shall it be held liable for damages directly or indirectly caused by the delayed performance of a contract or the delayed delivery of the Products.
(c) The Seller’s catalogs, technical materials, price lists, or other promotional materials are merely indicative of the types of the Products and prices, and the information contained therein is not binding on the Seller.
10 – RETENTION OF TITLE
(a) The Products supplied remain the full property of the Seller until the date on which the Buyer has paid the full price, for the Products and all amounts owed to the Seller. Until that time, the Buyer shall hold the Products as a fiduciary for the Seller and must keep the Products properly stored, protected, and insured.
11 – SELLER’S INTELLECTUAL PROPERTY
(a) The Buyer expressly acknowledges that the trademarks, trade names, or other distinctive marks affixed to the goods are the exclusive property of the Seller and may not be altered, modified, removed, or erased in any way. The Buyer has the limited right to use the trademarks, trade names, or other distinctive signs, as well as any other industrial property rights or production and commercial know-how incorporated in the goods and which remains the exclusive property of the Seller, for the sole and limited purpose of reselling the goods to the public. Any other use of the Seller’s intellectual property by the Buyer, unless expressly granted in writing, shall be deemed a violation by the Buyer of the aforementioned exclusive rights of the Seller, including in terms of contractual liability, and, as such, shall be duly prosecuted.
b) Any documents, drawings, data, and information (whether in paper form or in electronic format) that may be provided to the Buyer remain the exclusive property of the Seller and are intended to provide a better representation of the Products and are indicative of the performance of the Products themselves. The Seller reserves the right to make partial or total modifications to the Products without prior notice and disclaims all liability for any inaccurate data. The Buyer agrees not to reproduce them, not to disclose them to third parties, and to take appropriate precautions regarding its staff to ensure their protection.
12 – PROCESSING OF PERSONAL DATA
(a) Pursuant to Articles 13 and 14 of EU Regulation 2016/679 and Legislative Decree 196/2003, as amended and supplemented, personal data is collected for purposes related to the management of ordinary business relationships, the maintenance of customer/supplier accounts, for exclusively internal statistical purposes, market research, and for commercial communications; personal data is processed using manual, computerized, and telematic means using logic strictly related to the purposes and, in any case, in a manner that ensures the security and confidentiality of the data in accordance with applicable regulations; personal data will be retained for as long as necessary to achieve the purposes for which they were collected;
Personal data will be disclosed for the purpose of carrying out commercial, administrative, and accounting activities within the Company and to parties who perform specific tasks related to the fulfillment of administrative, accounting, and management obligations associated with the ordinary conduct of our business activities. The Company is the data controller for the data covered by this notice. Furthermore, the data subject has the right to access, correct, delete, or restrict the processing of their data, or to object to its use. The provision of personal data related the processing in question is mandatory to the extent necessary and limited to the achievement of the purposes of selling the goods and services requested and the resulting administrative, accounting, and tax activities, while it is optional for the purpose of sending commercial promotions.
(b) For the full version of this notice, please refer to the Privacy Policy available at https://suncover.com/privacy-policy/ on the website.
13 – DISPUTES
For any dispute arising from the interpretation or enforcement of the aforementioned provisions, the parties mutually agree to submit exclusively to the Court of Taranto, even in cases of related claims.
14 – FINAL PROVISIONS
(a) Each and every provision shall be deemed accepted and confirmed by the Purchaser, including pursuant to Articles 1341 and 1342 of the Italian Civil Code, upon acceptance of the specific declaration, in paper and/or electronic form, contained in the Product supply request form, which expressly refers to these general terms and conditions of sale.
(b) The relationship between the parties is governed exclusively by the proposal/offer and these Terms and Conditions, which supersede any other prior written or oral agreement. Any tolerance, even prolonged and/or repeated, on the part of the Seller of violations committed by the Customer does not imply acquiescence or any limitation on the validity and effectiveness of the violated clauses or of all other clauses contained in the agreement. Any modification of the terms and conditions of this proposal must be in writing—failing which it is null and void.
The following terms and conditions described above are hereby expressly accepted after having been read and understood Nos. 1 – 2 – 3 – 4 – 5 – 6 – 7 – 8 – 9 – 10 – 11 – 13 – 14
Email: amministrazione@pec.penta-trade.com