General Conditions of Sale for Professionals - Agri Parts
Pubblication: 25/09/2024
Version: 3
GENERAL CONDITIONS OF SALE FOR PREOFESSIONALS ON THE WEBSITE WWW.AGRIPARTS.IT
The following General Conditions of Sale govern the offer and sale (together with the documents referred to below, the Privacy Policies, the General Conditions of Use of the Website and the Cookie Policies) of Products on the website "www.agriparts.it". Please read these terms and conditions carefully before ordering any Products.
The following General Conditions of Sale are applicable only in the event that the Buyer is a natural person, a company or other entity acting for purposes relating to his/its trade, business, or profession.
The Seller reserves the right to modify these General Conditions of Sale at any time, at its own discretion, without any obligation to notify Website users. Any modifications will be effective from the date of their publication on the Website and will apply solely to sales effected from that date.
The Website can be accessed from anywhere in the world. However, the Products available on the Website can be purchased online only from certain EU countries as specified in the Website.
Art. 1. Definitions.
The following words have the following meaning:
“Contract” means an agreement for the online sale of one or more Products from Agri Parts S.r.l. (the “Seller”) to the Buyer;
“Buyer”, means a natural person, a company or other entity acting for purposes relating to his/its trade, business, or profession, that purchases online one or more Products from the Seller;
“Products”, also in singular form, means the products in the Seller’s catalogues on the Website; any representation and/or image relating to the Products including, but not limited to, on the Websites, brochures, catalogues, price lists and other similar documents of the Seller is approximate and purely illustrative. Original Equipment Manufacturer’s (OEM) trademarks and descriptions are used for reference only and such use does not imply that the Products and/or their parts are manufactured by said OEM, even if are interchangeable with OEM products;
“Site or Website” means the website “www.agriparts.it” that belongs to the Seller and where the Buyer can make online purchases of the Products.
Art. 2. Application and order of precedence.
These General Conditions of Sale (in the version in force at the time of conclusion of the Contract) constitute an integral part of any online Contract being agreed, and that in the event of any contradiction between these General Conditions of Sale and provision/provisions contained in a Contract, in a written framework agreement and/or any written special conditions between the Seller and the Buyer, the provisions of a Contract and/or of a framework agreement and/or any written special conditions between the Seller and the Buyer shall prevail. In no event shall be applicable the General Conditions of the Buyer.
Art. 3. How to purchase one or more Products.
3.1 Display of the Products on the Site constitutes an invitation to make an offer. The Buyer’s purchase order will be considered as a contractual offer to purchase the listed Products from the Seller. Upon receipt of the purchase order, the Seller will automatically send the Buyer a message confirming receipt of the purchase order; such message does not constitute acceptance of the offer to purchase of the Buyer but it simply confirms that the Seller has received the purchase order and will check the data and availability of the Products requested (order status: order being processed). The Contract will take effect only when the Seller sends the Buyer a separate email expressively accepting the purchase order; this email will also contain the information on the place and the expected date of delivery of the Products (“Order Confirmation”) (order status: order confirmed).
3.2 The Seller is entitled to not accept purchase orders at its own discretion. The Seller does not warrant availability of the Products displayed on the Site. If a chosen Product is not available, the Seller will promptly notify the Buyer by email to the address provided by the Buyer. The Buyer agrees and accepts to receive the Products available (even if one or more of the other Products ordered are not available).
3.3 In order to purchase the Products online it is necessary to be registered on the Site. The Buyer undertakes to provide their own personal data and not the data of third parties and to provide truthful data. At any rate the Seller will not verify such data and undertake no liabilities thereto.
3.4 Each Product offered for sale on the Site can be viewed by following a dedicated link displaying the Product’s photographic images, unit price and characteristics. The Buyer must select the Products that they intend to purchase and place them in the cart; the Buyer may change or remove the contents of its cart at any time before proceeding with the purchase order. Delivery charges are indicated and calculated during the purchase procedure before the Buyer sends the purchase order. Before sending the purchase order, the Buyer is required to verify its order details and check that all data provided is correct. Any potential data entry errors can be corrected using the appropriate data change functions on the Website. The ordering process is completed as soon as the Buyer presses the relevant order confirmation button (thereby validating his/her purchase order, which will be directly submitted to the Seller). The Buyer will also be asked to choose a payment method from those available. After pressing the order confirmation button the contents of the order may no longer be modified by the Buyer.
3.5 The languages used to execute the Contract through the Site are English, Spanish, French, Italian and German.
3.6 The order form will be filed, physically or electronically, in the Seller’s database pursuant to applicable laws. The Buyer may access the Buyer’s order and the Seller’s Order Confirmation by clicking on the section called Orders, in the Customer area of the Site. These General Conditions of Sale are available on the Website and the Buyer may save and print them at any time.
Art. 4. Prices.
Sale prices are expressed in Euro and are exclusive of VAT (VAT may be added to the sale prices in compliance with applicable laws). All the prices of the Products present on the Website are net of delivery costs and of any other costs, which are solely the Buyer’s responsibility. Delivery costs and other possible costs shall be expressly and separately indicated during the ordering process.
Art. 5. Payments. Invoicing. Refunds.
5.1 The Buyer can avail of the following payment methods:
5.1.1 Credit Cards (Visa, Mastercard), Paypal, Satispay;
5.1.2 bank transfer.
5.2 The Seller sends the Buyer an invoice for every purchase made through the Website.
5.3 The Seller reserves the right not to accept a purchase order (also) in any event of non-payment.
5.4 When payment is made by bank transfer: (i) bank transfer shall be made within 10 (ten) days from transmission of the Seller’s message to the Buyer acknowledging receipt of the purchase order; and (ii) the IBAN /SWIFT code to be used to make payment shall be indicated during the ordering process and (iii) the Buyer shall indicate the purchase order number as the payment reference.
5.5 The Buyer authorizes the Seller to credit to its account the total amount shown as the cost of purchase made on-line. Costs relating to the payment method chosen are fully borne by the Buyer.
5.6 The Seller will not be responsible for any fraudulent or illegal use of the credit card that may be performed by third parties. The details of the Buyer’s credit card will be sent directly to the Bank operating the service and will remain unknown to the Seller.
5.7 Any potential refunds of the payments made by the Buyer to the Seller shall be effected using the same method of payment the Buyer used to make the purchase. Refunds shall be processed within the timeframes and methods provided by the merchant managing that payment tool.
5.8 The Seller shall be entitled either to terminate any Contract and/or suspend the execution of such in the event that the Buyer fails to duly fulfil its obligations to pay the price as and when due.
5.9 Any delay in payment by the Buyer shall also entitle the Seller to postpone shipment of the Products, for a period corresponding to the length of the delay on the part of the Buyer, without prejudice to any other right of the Seller. Moreover, in the event of delay in payment by the Buyer, Products may no longer be available even if the Seller has already sent the Order Confirmation.
Art. 6. Products dispatch and delivery.
6.1 The purchased Products shall be shipped only after due payment of the amount owed by the Buyer. The Products will be delivered to the delivery address provided by the Buyer when registering on the Website or when purchasing the Products. Products are delivered through contracted couriers. Unless otherwise agreed in writing, each delivery shall be made DAP (Incoterms® 2020 and subsequent amendments).
6.2 Upon shipment of the Products, the Buyer will receive a confirmation email from the Seller, expressly indicating the name of the courier and a tracking code allowing the Buyer to monitor the delivery at all times.
6.3 Delivery times are indicative and are not binding on the Seller.
6.4 The Seller is entitled to make partial deliveries of Products ordered under the one and same purchase order. In this case, the Seller will bear the additional delivery costs related to these deliveries. In any case, partial deliveries are deemed to be valid and the Buyer shall have no right to refuse the delivery or obtain refunds or compensation.
6.5 At Product delivery, the Buyer is obliged to check that:
(i) the number of parcels corresponds to the number shown on the transport documents and
(ii) that the packaging is intact and does not show any signs of damages, of being tampered with or altered. If this verification does not prove satisfactory, the Buyer shall immediately refer these objections to the courier in writing, refusing to accept the Products or accepting them with reservations, writing this on the transport documentation. In addition, the Buyer must report the incident to the Seller by contacting Customer Services, within and not later than 14 (fourteen) days from the date of the delivery. In the event that the objections are legitimate the Seller, at its costs, will provide the Buyer with the missing Products or will replace the damaged ones, and the Buyer will not be requested to place a new purchase order for said Products. If said Products are no more available, the Seller will reimburse the Buyer the price paid for such Products or, as an alternative option, the Seller may offer the Buyer to accept to be provided with a voucher to be used for the purchase of other Products.
6.6 In the event of failed delivery of Products due to the Buyer’s absence where the courier has made attempted deliveries in accordance with their procedure, the courier will hold the Products at its warehouse within the time frame indicated in the notification of attempted delivery provided to the Buyer. If the Products are not collected within that timeframe, they will be returned to the Seller. In this case, the Contract will be deemed terminated immediately, pursuant to article 1456 of the Italian Civil Code, by an email sent to the Buyer. Within the next 45 (forty-five) days and in any case after delivery to the Seller of the Products in question, the Seller shall proceed to refund the payment made by the Buyer for the Products, minus (i) the unsuccessful delivery costs, (ii) the costs of returning the Products to the Seller and (iii) any other potential cost that the Seller has incurred due to the failed delivery of the Products caused by Buyer's absence or failure to fulfil its obligations to receive/collect delivery.
6.7 Following the communication as per article 6.6 the Buyer requesting the delivery of previously ordered Products, is required to make a new purchase order, without prejudice to the Seller’s right to refuse such an order, but the Seller does not warrant that such Products will be still available.
6.8 The Products shall be delivered by the Seller to the Buyer appropriately packed.
6.9 With each shipment the Seller shall send the Buyer a copy of the invoice, a packing list and the transport document.
Art. 7 Warranty.
7.1 The Seller warrants that the Products for a period of 12 (twelve) months from shipment to the Buyer, under normal use and service, shall be free from defects in materials and workmanship.
7.2 The warranty consists in the replacement, at the Seller’s sole discretion and at its expense, of the defective parts of the Products (“Parts”) or Products. Transport costs and risks shall be borne by the Seller. Replacement shall neither extend nor decrease the original warranty period.
7.3 The Buyer shall, also through its authorised sales and/or service organisation, carry out free of charge all repairs and/or replacements during the warranty period of the Products. The Buyer waives the right of recourse against the Seller, which is therefore expressly excluded, for any activity performed pursuant to this Agreement and/or any applicable law, in the event of defective Products.
7.4 Provided that the defects have been timely notified in accordance with clause 7.7 hereof, the Seller shall supply to the Buyer free of charge the Parts/Products needed to replace defective ones, as specified in art. 7.2 hereof. The Buyer shall bear the costs of such services; therefore, the Buyer shall carry out free of charge all repairs and/or replacements during the warranty period. The Seller’s only obligation with respect to the warranty shall be the shipment of the Parts/Products needed to replace the defective ones.
7.5 The warranty shall not cover the Parts which are subject to normal wear and tear. Furthermore, the Seller shall not be liable, and the warranty shall be excluded, for any damages of whatever nature caused by improper use, by use not in compliance with operation and/or maintenance manual, for damages due to incorrect unpacking, for damages due to repairs made by unauthorised persons, for damages due to incorrect repairs and in any event due to any other reason not attributable to the Seller.
7.6 Except for wilful misconduct and gross negligence, any other damages, including any possible damages resulting from the lack of or a reduction in production, in addition to any indirect or consequential damages, and the right to terminate any Contract, are expressly excluded.
7.7 The warranty shall be subject to the Buyer duly informing the Seller, in accordance with the terms of Art. 12 below, within the following terms: any complaints relating to packing, quantity and exterior features of the Products (apparent defects) must be notified to the Seller within 14 (fourteen) days after delivery of the Products to the Buyer; failing such notification the Buyer’s rights to claim with respect to the above defects will be forfeited; any complaints relating to defects that cannot be discovered on the basis of a careful inspection of the Products after delivery (hidden defects) must be notified to the Seller within 14 (fourteen) days after discovery of the defects or failure; failing such notification the Buyer’s rights to claim with respect to the above defects and failure will be forfeited.
7.8 Parts/Products may be returned to the Seller only after its previous written authorization. Transport costs and risks shall be borne by the Seller. Returned Parts/Products will be delivered to the Seller’s premises, at present located in Villanova di Castenaso (BO), Italy accompanied with a document bearing the number and date of the Order, the quantity, the Products/Parts code number and claim description.
7.9 At the Seller’s discretion, instead of replacement of defective Parts/Products, the Seller may decide to reimburse the Buyer for the price paid for the defective Parts/Products; moreover, as a further option, the Seller may offer the Buyer to accept to be provided with a voucher to be used for the purchase of other Products.
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Art. 8. Limitation of liability. Maximum extent of liability.
8.1 Except in the case of gross negligence or wilful misconduct, or damages to persons, the Seller, its officers and employees, shall not be liable for damages in respect of the lack of or a reduction in production, indirect or consequential damages, and any other financial or economic loss.
8.2 Except in the case of gross negligence or wilful misconduct, and without derogating from the provision set forth in article 8.1 hereinabove, the total aggregated liabilities of the Seller to the Buyer, other than in case of injury to persons, shall not exceed, in any event, a percentage of 50% (fifty per cent) of the price of the Products which gave rise to the claim.
Art. 9. Confidentiality obligations.
The Buyer shall keep strictly confidential and will not disclose any technical information (such as, but not limited to, drawings, schedules, documentation, formulae and correspondence) received from the Seller or in any way learnt during the course of the relationship with the Seller. Any such information may only be disclosed to third parties with the Seller’s prior authorisation provided in accordance with the terms of Art. 12 below.
Art. 10. Force majeure.
10.1 Force majeure shall mean any act or event which is unforeseeable, beyond the parties’ will or control and in respect of which a remedy may not be found in a timely manner (such as, for example, acts of war, even if undeclared, embargo, riot, insurrection, fire, sabotage, epidemic, pandemic, natural disaster, acts or provisions of government authorities, strikes, inability to procure raw materials, equipment, fuel, energy, products, components, labour or transport).
10.2 Upon the occurrence of any event of force majeure the delivery date, upon the request of the Seller, shall be postponed for a period at least equal to the period of the force majeure or, in any event, for a reasonable period, being agreed that if the force majeure event lasts for more that 90 (ninety) days the Seller shall be entitled to terminate the relevant Contract(s).
Neither party shall be responsible for damages caused by any delay or failure to perform, in whole or in part its obligations, when and as long as such delay or failure is due to a force majeure event.
Art. 11. Compliance.
Except as otherwise agreed in writing between the parties, the Seller only undertakes that the Products shall be manufactured in accordance with European regulations and standards. At any rate, it is the sole responsibility and obligation of the Buyer to ensure at its costs that the Products (and the sale of the Products) comply with all regulations and/or other requirements regulating the sale and use of such Products in the countries in which such Products will be sold and/or used. The Buyer shall indemnify and hold the Seller harmless from and against any and all claims/costs arising out of or relating to the failure by the Buyer to comply with the above provisions.
Art. 12. Notices.
12.1 All notices provided under the Contract, as well as all notices given by the parties hereto during the performance of the Contract, shall, without exception, be in writing (this term being deemed to include e-mail and facsimiles).
12.2 Such notices shall take effect in the moment that they are delivered to the address, including the e-mail address and fax of the other party. In the event of any change in address, fax number and e-mail address the parties hereto shall immediately notify the other party thereof.
Art. 13. Jurisdiction and Governing law.
13.1 Any and all disputes arising out of or in connection with these General Conditions of Sale and/or with the Contracts shall be settled in an amicable manner by means of negotiations between the parties held in good faith. In the event that it is not possible to reach an amicable settlement within a reasonable period of time, then any such dispute shall be settled exclusively by the Court of Bologna (Italy). In any case, the Seller, at its option, will be entitled to open legal action before the relevant Court of the place where the Buyer has its registered office.
13.2 These General Conditions of Sale and the Contract shall be governed by Italian law (with the result that with respect to international sales Contracts, save to the extent varied by the terms hereof, the provisions of the United Nations convention on contracts for the international sale of goods signed in Vienna on 11th April 1980 shall apply).
Art. 14. Captions.
The captions used herein are used for convenience only and are not to be considered in interpreting these General Conditions of Sale.
Art. 15. General Information pursuant to EU Directive 2000/31/CE
The Seller: Agri Parts S.r.l., registered office Via F. Santi 8, 40055 Villanova di Castenaso (BO), shared capital € 200.000, tax code 02401740374, VAT code 00575831201, Register of Companies of Bologna (Italy) n BO 006-36356 19/02/1996, e-mail info@agriparts.it, telephone 051781695, fax 051781635, pec agriparts@pec.it.
Banking Details:
Intesa San Paolo
IBAN: IT07 R030 6902 5061 0000 0005 396
BIC: BCITITMM
Art. 16. PURCHASER'S EXPORT CONTROL OBLIGATIONS AND SANCTIONS
16.1 The Purchaser understands that the export of products supplied or marketed by Agri Parts ("Products") outside the customs territory of the European Union ("EU") and/or to certain persons and/or certain destinations may be subject to the restrictive measures and/or prohibitions arising from the applicable export control and sanctions legislation adopted by the United Nations ("UN") the EU, Italy, the United States of America ("US") and the United Kingdom ("Export Control and Sanctions Regulations"). The Purchaser undertakes to take all necessary measures to comply with the Export Control and Economic Sanctions Regulations, and not to take any action that may lead Agri Parts to violate these regulations.
16.2 The Purchaser warrants and represents that it is not subject to UN, EU, US and UK sanctions and that it is not owned or controlled by a person or entity subject to restrictive measures designated in the United Nations Security Council Sanctions Consolidated List the European Union List of Persons, Groups and Entities subject to EU Financial Sanctions, the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Asset Control and the UK Consolidated List of Financial Sanctions Targets in the UK ("Sanctioned Persons"). The Purchaser undertakes to promptly notify Agri Parts of any such changes. With immediate effect, Agri Parts shall be entitled to suspend all business relations, orders or deliveries with the Purchaser without notice and without entitlement to compensation from the Purchaser.
16.3 The Purchaser represents and warrants that the Goods will not be exported, re-exported, sold or transferred, directly or indirectly, to Sanctioned Parties and/or to persons and entities owned or controlled by Sanctioned Parties, or for uses prohibited by the Export Control and Economic Sanctions Regulations. The Purchaser undertakes to ensure that any contracts for the resale of the Products contain limitations identical to those contained in this Article.
16.4. In the event that the performance of Agri Parts' existing obligations is prevented or rendered excessively onerous due to the occurrence of one or more of the following events ("Exempting Event(s)"):
- changes in Export Control Regulations and Economic Sanctions, including the adoption of restrictive measures or international economic sanctions against third countries, which impact the supplier's obligations; and/or
- changes in administrative practice or in the Italian, European, British or United States jurisprudential or administrative interpretation of the Export Control and Economic Sanctions Regulations;
- failure of any competent authority to issue the necessary authorisations for the validity or execution of the sale;
- any other event hindering the fulfilment of the sale on the originally agreed terms as a result of export control provisions or international economic sanctions imposed by the Italian Republic, the European Union, the United Kingdom or the United States of America, which is beyond the seller's control.
Agri Parts shall notify the Purchaser in writing of the occurrence of an Exempting Event and shall consult with the Purchaser to identify in good faith any useful or appropriate steps to ensure the proper and timely performance of the contractual obligations during a 180-day consultation period ("Consultation Period"). The performance of the obligations of Agri Parts and the Buyer shall be deemed to be suspended during the Consultation Period and from the date of the notice of the Exempting Event. Following the consultation, should it become apparent that the seller's obligations cannot be performed due to invalidity or illegality under the applicable law, the sale shall be deemed terminated without the purchaser having any right to compensation for damages or any other title. In the event that the Exempting Event lasts longer than 180 days, Agri Parts shall have the right to cancel or terminate the contract or order for the supply of the Products, upon written notice to the Purchaser.
16.5 The Purchaser shall indemnify Agri Parts for any damage resulting from the non-fulfilment of the obligations set out in the preceding paragraphs. The Purchaser shall indemnify and hold Agri Parts harmless from and against any and all damages, direct and indirect, that may arise from any breach of the Export Control Regulations and Economic Sanctions in connection with the Products.
Art. 17. NO RE-EXPORT CLAUSE
17.1 The Purchaser represents and warrants that the Goods, to the extent that they relate to the goods and technologies referred to in Article 12 octies of Regulation (EU) 833/2014, as last amended, will not be sold, supplied, transferred or exported, directly or indirectly (including by means of representatives, agents, distributors or third parties), to any natural or legal person, entity or body established in Russia, and/or for end use in Russia.
The Purchaser warrants that it will include a similar undertaking in all of its contracts with third parties concerning the Products, if they relate to the goods and technologies referred to in Article 12 octies of Regulation (EU) 833/2014, as last amended, and undertakes to promptly notify Agri Parts of all such contracts, as well as of all breaches of the aforementioned undertakings, representations and warranties.
The Purchaser acknowledges that Agri Parts, pursuant to Article 12 octies of Regulation (EU) 833/2014, as last amended, has an obligation to notify the Italian authorities of any breach of the above commitments, representations and warranties.
17.2 The Purchaser represents and warrants that the Goods, to the extent that they relate to the goods and technologies referred to in Article 8 octies of Regulation (EU) 765 /2006, as last amended, will not be sold, supplied, transferred or exported, directly or indirectly (including by means of representatives, agents, distributors or third parties), to any natural or legal person, entity or body established in Republic of Belarus.
The Purchaser warrants that it will include a similar undertaking in all of its contracts with third parties concerning the Products, if they relate to the goods and technologies referred to in Article 8 octies of Regulation (EU) 765 /2006, as last amended, and undertakes to promptly notify Agri Parts of all such contracts, as well as of all breaches of the aforementioned undertakings, representations and warranties.
The Purchaser acknowledges that Agri Parts, pursuant to Article 8 octies of Regulation (EU) 765 /2006, as last amended, has an obligation to notify the Italian authorities of any breach of the above commitments, representations and warranties.
17.3 In the event of a breach of any of the foregoing undertakings, representations and warranties by the Purchaser, Agri Parts shall have at any time the right to terminate the sales contract and all other ongoing sales contracts entered into between Agri Parts and the Purchaser pursuant to article 1456 of the Italian Civil Code by written notice, without prejudice to its right to immediately receive all contractual considerations and, irrespective of any contractual provision for late payment in the contract, order or agreement concluded with the Purchaser, to claim damages and to take any necessary legal action.
The Purchaser shall indemnify Agri Parts against any liability, loss, damage (including damage to reputation) or cost (including legal fees) incurred or suffered by Agri Parts as a result of such breach.
