TERMS AND CONDITIONS OF SALE


1. Agreement
1.1 The provisions of the following “Terms and Conditions of Sale” determine and regulate the sale of products by Ediltec Insulation Spa headquartered at Via Giardini no. 474, Modena, VAT no. 01932170366. These terms and conditions are available to customers on the noticeboard at the company’s head office, and are published on its website and included in its product catalogue. When the Buyer submits an order to EDILTEC, this implies the full, unconditional and irrevocable acceptance of these Terms and Conditions, and the Buyer’s automatic waiver of its own terms and conditions of purchase or standard terms.
1.2 Any condition that differs from these Terms and Conditions will only be binding on Ediltec if expressly accepted and signed; no variations will be permitted, either tacitly or through the acceptance of conditions indicated by other parties.
1.3 The sale contract will only be considered to be concluded when EDILTEC receives the order confirmation, stamped and signed for acceptance. Ediltec Insulation Spa expressly reserves the right to terminate the contract, and therefore not to fulfil or complete the supplies, if it subsequently becomes aware of circumstances or information about the customer which mean that it would not have entered into the contract, or would have stipulated other conditions.

2. Handover of goods and defects
2.1 Unless agreed otherwise by the parties, the products are sold on a carriage-paid basis, at the risk and peril of the Buyer; the delivery times indicated are only indicative, and are not binding on EDILTEC.
2.2 Any damage, defects and/or flaws which may be externally visible, or any complaints about quantities differing from the transport note must be reported immediately, and only in the form of a reservation on the transport note. Where sales are made ex-works, the acceptance of the goods equates to recognition of the quantities stated on the transport note and the absence of any externally-recognisable defects. It is hereby agreed that the person collecting the goods has this power of representation.
2.3 However, where quality defects are found in the products, the customer must immediately inform the vendor within eight days of discovery, providing a full description/illustration of the defect using any available means and/or support, and they must also demonstrate that the products have been correctly handled and stored. The product will not be replaced if it has already been used and if any defects in the product would, using professional diligence, have been recognised before it was used. Any further, related or consequential direct or indirect damages are also excluded.

3. Sales prices
3.1 If there is any discrepancy in the prices stated in the order and in the order confirmation, those indicated in the document issued by EDILTEC will prevail. EDILTEC reserves the right to increase the prices, giving written notification to the Buyer at least ten (10) days in advance of the date on which the increase will take effect. In such a case the Buyer has the right to cancel the order, notifying EDILTEC by the date on which the increase takes effect. Goods ordered with extended delivery terms will be billed at the price in force on the day of shipment.

4. Payment terms
4.1 In the event of a discrepancy between the terms of payment stated on the order and those indicated in the order confirmation, those indicated in the document issued by Ediltec, and any case, those indicated in the invoice, will prevail.
4.2. Any extended terms of payment granted to the customer, or any form of payment other than instant payment will be forfeited if a payment is missed by the customer, even if of a small amount or on a single occasion; at such time, all invoices payable in the future will be deemed to fall due on the date of the missed payment, and will be claimed immediately.
4.3 If the Buyer does not make the payment for the products according to the agreed terms, EDILTEC may also: (I) demand immediate payment of all the outstanding balances; (II) cancel any orders not yet fulfilled; or (III) suspend fulfilment of the orders until the Buyer has paid the outstanding amounts. EDILTEC may also terminate the sale contract if the Buyer fails to pay the price, in which case late payment interest will be due in any event, without prejudice to compensation for damages.
4.4. The provisions of paragraphs 4.2 and 4.3 above also apply if the customer misses a payment or has amounts outstanding to any of the following companies: Pannelli Termici S.r.l., Decem S.r.l., Algor S.r.l., which are companies affiliated to Ediltec and, like Ediltec, controlled by SBN Group S.r.l.

5. Force majeure
Any delays in delivery which are not attributable to EDILTEC, such as strikes, fires and other situations beyond the control of EDILTEC, shall not give the Buyer any right to an indemnity, with such delays only affecting the start date of the terms of payment. In such a case the Buyer has the right to cancel the order. EDILTEC reserves the right to cancel the order in any event.

6. Warranty and limitation of liability
6.1 EDILTEC warrants to the Buyer that its products conform to the relative specifications and technical sheets, which can all be found on the websites www.ediltec.com and www.poliisoairducts.com. The specifications and technical sheets may be amended at any time. The Buyer accepts full risk and responsibility in relation to the results obtained by using the products, either alone or in combination with other products. This warranty does not extend to products that were subjected to any processing and/or manipulation after the sale.
6.2 All the Buyer’s legal and contractual rights are limited to, and shall expire, 12 months from the date of shipment of the goods.
6.3 The Buyer’s warranty is in all cases expressly limited to the free repair or replacement of the defective products at the discretion of EDILTEC, with the exclusion of any compensation for any further losses or costs of any kind. Products for which a complaint has been made may not be returned to EDILTEC or otherwise disposed of, processed or transferred without the consent of EDILTEC.

7. Returns
7.1 Authorisation to return the products will be given on condition that the packaging is intact and that the materials are in perfect condition. The customer hereby waives any claims for compensation for further direct and indirect losses that may result from the unavailability of the material during the time needed to investigate the defect and subsequently replace the material. A complaint does not entitle the Buyer to suspend payments, and all the Buyer’s claims are to be made in separate legal proceedings, after demonstrating proof of payment for the goods. The “solve et repete” principle applies.

8. Intellectual Property
8.1 The drawings, diagrams, specifications, technical and commercial nomenclature, documents, samples, catalogues, brochures, patterns, models, trademarks and any other technical information that EDILTEC may communicate or make available to the Buyer remains the exclusive property of EDILTEC and/or its licensor, who may require the return of such material at any time.
8.2 The Buyer shall not circulate, reproduce or disclose the contents of such information to any third party without the prior written consent of EDILTEC. Further, the Buyer shall inform EDILTEC as quickly as possible of any infringement of rights of intellectual property belonging to or licensed to EDILTEC, of which the Buyer may become aware and it shall, on request, provide EDILTEC with any assistance the latter may require in defending its rights.

9. Discount for early payment
Where discounts are applied on the basis of terms and/or conditions of payment, where those conditions are not respected, the amount of the discount will be charged to the client in a debit note.
10. General characteristics of the products; storage requirements
Ediltec produces products for thermal insulation, mainly for use in the building industry.
These products may deteriorate if in contact with atmospheric agents. The products are sold in packaging that protects them adequately during loading, transport, and initial handling. They should therefore be kept indoors and on site and should only be exposed to atmospheric agents where strictly necessary.
The panels must always be fixed on. As the products are not waterproofing products, a waterproofing layer should always be applied. Under no circumstances will any complaints be accepted where the products have not been secured adequately, or due to water seepage.

11. Assignment of contract
The Buyer may not transfer or assign any part of the sale contract without the prior written consent of EDILTEC.

12. Applicable law and competent Court
The provisions of Italian law shall apply in respect of any matters not expressly governed by these terms and conditions. The Court of Modena shall have sole jurisdiction in respect of any legal actions.

13. Privacy
When a Buyer submits an order to EDILTEC, this implies consent to the processing of any personal data supplied, which will be processed in accordance with the data protection statement published on the websites www.ediltec.com and www.poliisoairducts.com in the “Privacy policy” section. The data will only be used for commercial purposes, and will not be subjected to automatic profiling or transferred to any third parties.