Art. 1 - Definitions
“Parties” means the Seller and the Buyer.
“Seller” means TECNO MECCANICA S.R.L.
“Buyer” means the party that buys the Products listed in the Purchase Order.
Art. 2 - General provisions
a) These General Sales Conditions form an integral part of the contracts made between the Seller and the Buyer for the supply of the Products. The Seller is the company TECNO MECCANICA S.R.L.
b) General Sales Conditions are published on the catalogues and on the website www.flytekitalia.com, expressly mentioned in the Order Confirmation and binding for the contracting Parties. The General Sales Conditions published as specified shall in any case apply and be binding on the Seller and Buyer in all their commercial transactions, even if not explicitly recalled in the Order Confirmation.
c) The Seller reserves the right to amend or supplement these General Sales Conditions at any time, giving written notice to the Buyer by any means.
Art. 3 - Proposals and Orders
a) The Seller’s proposals and purchase suggestions contained in catalogues, brochures, price lists or similar instruments are not binding as to quantities, prices and delivery terms, unless expressly mentioned in the Order Confirmation.
b) The Orders made by the Buyer will not be considered accepted, and therefore will not be binding on the Seller, until the Seller's written acceptance has been received by the Buyer through the Order Confirmation and the Buyer has signed the Order Confirmation for acceptance and sent it back to the Seller at the e-mail address firstname.lastname@example.org
c) Any Order that has been placed verbally or by telephone will be valid and effective if confirmed in writing by the Buyer and sent back to the e-mail address commerciale@@flytekitalia.com
Art. 4 - Products: characteristics and modifications
a) The Seller reserves the right to make changes in the Products and their components, as may be deemed necessary or appropriate, until the finalization of the supply.
b) The technical and commercial information contained in the manuals and other documentation regarding the Products is the intellectual property of the Seller and any use thereof that is not strictly related to the use of the Products sold is absolutely forbidden; similarly, the reproduction of the technical documents is forbidden, unless specifically authorized by the Seller. The Seller reserves the right to amend the content of the technical and commercial documentation whenever any update is needed.
Art. 5 - Delivery Terms
a) Subject to any different express and specific direction given by the Seller, all the Products are sold Ex-Works from the Seller’s site located in Via G. Zeti 7/a 51034, Serravalle Pistoiese (PT, Italy).
b) Unless otherwise agreed in writing between the Parties, the term of delivery indicated in the Order Confirmation, if any, is purely indicative and is not binding on the Seller. Partial deliveries of the Products are admitted. Failure to deliver a partial supply or a delay in delivery will not entitle the Buyer to withdraw from the contract for the entire delivery or to claim compensation for any damages.
c) The Seller is not be obliged to accept returns of Products, unless stated and agreed in writing between the Parties.
d) If the Buyer does not pick up the Products ready for delivery within 15 (fifteen) days of receiving the “Notice of Goods Ready”, the Seller may ship the Products not picked up and place them in a storage facility. In this case, the Buyer will pay all costs related to the shipment and the storage. The Buyer shall have no right to withhold or delay payment of Products not picked up and/or placed in a storage facility.
e) In the event of a serious delay - not exceeding 90 days, in any case - in the delivery of the Products caused by the Seller that cannot be classified as a Force Majeure Event, such as strikes, lockouts, traffic blockades, orders of a public authority, and the like, the Buyer, after notifying the Seller with a registered letter with return receipt, may claim for compensation of any actual (proven) damage suffered, up to a maximum limit of 5% of the value of the goods delivered late.
Art. 6 – Force Majeure
a) Both the Seller and the Buyer are entitled to suspend the performance of their respective contractual obligations, when this is made impossible or excessively burdensome by an event that is not under their control, such as, but not limited to, a natural disasters, strikes, lockouts, boycotts, fires, wars, whether or not declared, civil wars, riots or revolutions, requisitions, embargoes, energy interruptions, regional and/or national measures related to the Covid-19 outbreak and/or following any documented quarantine of a significant portion of the workforce, and by the direct and indirect consequences of these events, which affect the possibility of fulfilling a contractual obligation concerning the Products.
b) The non-performing Party shall notify the other Party in writing of the occurrence of the Force Majeure event. If the interruption due to Force Majeure lasts for over 45 days from said notification, each Party may terminate the contract by giving 10 days' written notice to the other Party.
Art. 7 - Acceptance of Products - Complaints
a) When receiving the delivery of the Products, the Buyer shall check the quantity and packaging and shall annotate any observation on the delivery document. The Buyer shall also check the correspondence of the Products with the Order Confirmation and annotate any deviation in the delivery note.
b) The Buyer shall examine the Products as soon as they arrive at their destination and, if defects, shortages or non-conformities are detected, shall notify the Seller in writing within 7 (seven) days of receipt or delivery of the Products. In case of deliveries made by a courier, if the Products are found to be damaged or defective upon delivery, the Buyer shall also formalize the complaint directly to the courier, as well as to the Seller
c) Any product for which no annotation has been made, either in the delivery documents or upon receipt, shall be deemed to be approved and accepted by the Buyer.
d) In the event that problems have been detected concerning the Products and annotated on the delivery documents or upon receipt, the Buyer shall send the Seller a registered letter with return receipt or a certified email to complain about the state of the goods received within 7 (seven) days of delivery.
e) In the event of hidden defects that cannot be identified immediately upon delivery, the Buyer shall expressly notify the Seller within a term of 7 (seven) days of the discovery of the defects by registered letter with return receipt or certified email, in any case no later than 12 months after delivery.
f) The Buyer, even in the event of a complaint or a dispute, is not authorized to suspend or delay the payment of the Products delivered, including those deemed by the Buyer to be defective or non-conforming.
Art. 8 - Prices and payment method
a) The prices of the Products are shown VAT-exclusive, so VAT shall be paid as specified in the invoice.
b) The prices of the Products do not include taxes, levies, shipping costs, insurance, installation costs, or end-user training costs.
c) In the event of a delay in payment, interest for late payment shall apply, determined in accordance with Legislative Decree no. 231/2002, as amended by point e) of paragraph 1 of Article 1 of Legislative Decree no. 192/2012.
d) Where payment conditions are not specified in the Order Confirmation, payment shall be made by direct remittance immediately upon delivery of the Products; the Products will be delivered only upon presentation of the proof of the bank transfer made by the Buyer and only when the funds are availability to the Seller in the Italian bank.
Art. 9 - Warranty. Scope and exclusions
a) The Seller guarantees that the Products are free from defects and comply with the technical specifications produced by the Seller; in addition, the Products are fully compliant with all the currently applicable regulations.
b) The warranty applies only to the Products used and installed by certified technical personnel in locations and for applications compliant and consistent with the technical specifications produced by the Seller, and any misuse thereof is forbidden.
c) Warranties are expressly excluded in the event of defects and damages resulting from incorrect assembly of the Products, intentional or unintentional tampering, poor maintenance, alteration or repair by unauthorized persons, negligence or incapacity of installers.
d) The warranty shall not be valid if the defect or abnormality detected is the result of incorrect or inappropriate use and application of the Product or if the Product itself is not fit for commissioning.
e) The warranty is valid for a period of 1 year (12 months) from the date of delivery of the Products. The Seller undertakes to repair any defect, poor quality or lack of conformance in the Products which are attributable to the Seller and which have occurred within a period of 12 months from the delivery of the Products, provided that the Buyer has promptly reported the defects by registered letter with return receipt, as specified in Article 5.
f) The Seller does not guarantee that the Products will meet special specifications or technical characteristics or that they are suitable for particular uses, except to the extent that said characteristics have been expressly agreed in writing between the Parties in the sales documents.
g) The Seller is neither obliged to replace the Products or parts thereof at the Buyer's site or at the place where the Products are located, nor, even less, is obliged to send a technician to the Buyer's place or to the place where the Products are located; any liability for damages, loss of profits or product recall campaigns or similar liabilities is expressly excluded.
h) The Seller’s liability remains excluded in any case, therefore the warranty shall not be effective for the Products (Expresso Coffee Machines and accessories) in the following cases: 1. Limescale damages caused by the use of water with a hardness greater than 5° Fr; 2. Omission of the recommended periodic maintenance; 3. Product manipulation; 4. Damage caused by power surges; 5. Cosmetic damage not detected upon delivery of the products;. 6. Damage to parts involved in the water flow; 7. Damage resulting from incorrect use of the product and, in any case, not in compliance with the use instructions recommended in the special manual supplied by the Seller.
Art. 10 – Retention of title
Special sales conditions may provide for the Seller's right to retain the title of the goods delivered until they are paid in full.
Art. 11 - Exclusivity and Intellectual Property
No exclusivity obligation is created for the Seller and no exclusive right is created for the Buyer by this contract.
The Buyer expressly recognises that the trademarks, distinctive signs and trade names affixed to the Products are the exclusive property of TECNO MECCANICA S.R.L. and must not be removed, deleted, altered or modified. The Buyer has no right to use the trademarks, distinctive signs and trade names, as well as the know-how incorporated in the Products, which remain, in any case, the sole property of the Seller, for the sole purpose of reselling the goods to third parties; only if previously and expressly authorized in writing by the Seller, the Buyer may use the above-mentioned trademarks, distinctive signs and trade names from time to time within the framework of specified commercial campaigns.
Any document, drawing, data and information which may be delivered to the Buyer for a better understanding of the Products in the conditions expressly authorized and as provided for in the previous paragraph shall remain the property of the Seller and any other use is forbidden.
Art. 12 – Processing of Personal Data
The Seller is the Data Controller of the Personal Data of the Buyer, which will be collected and processed exclusively for the execution of the Deal, according to the Italian law on the processing of personal data, Legislative Decree no. 196/2003, and subsequent amendments and supplements. The Buyer has the right to ask the Seller to update, supplement, correct, delete and transform the Buyer’s Personal Data data in anonymous form.
In particular, the Parties agree that the Personal Data collected within the framework of this Contract will be processed only for the purposes connected with the signature and execution of the Contract, including electronically, and in any case for the time strictly necessary for the execution of the activities referred to in this Contract. In no way may the Personal Data of the Buyer be used for any other initiative than those described in this Contract, unless with prior written consent.
The Parties ensure that Personal Data that will be processed in compliance with the applicable legislation and with the key principles of the Italian laws on the protection of personal data which transpose EU Regulation 2016/679, as well as with the applicable legislation.
More specifically, the Parties agree to ensure the transparency of the processing with regard to the parties concerned, the compliance with the principle of specification and limitation of the purposes of the processing, as well as the integrity and confidentiality of the data processed through the implementation of appropriate technical and organizational measures aimed at preventing unlawful or unauthorized access to the data processed.
Art. 13 - Rights of others. Indemnification
The Buyer represents and warrants that the sale of the Products does not violate any applicable law or regulation, or the rights of any third party.
The Buyer shall indemnify and hold the Seller harmless from any claim, fine, penalty, damage or other liability arising from any possible total or partial false statement made in the statement and warranties referred to in the preceding paragraphs of this article and in those made in the other articles of this Contract.
Art. 14 – Governing Law
The law governing this Contract is the Italian law. If the Buyer is resident in another Country, other than Italy, the Parties may agree to be governed, instead, by the United Nations’ Convention on Contracts for the International Sale of Goods signed in Vienna on 11 April 1980.
Art. 15 – Competent jurisdiction
Any dispute between the Parties concerning the interpretation, construction, validity or execution of these General Sales Conditions or of individual sales contracts shall be submitted to the exclusive and irrevocable jurisdiction of the Court of Pistoia. This jurisdiction may be waived only by the Seller.
Art. 16 - Confidentiality
The Parties shall keep the content of this Contract and the information exchanged with one another under this Contract or any other information collected under this Contract strictly confidential and not disclose it to any third party, except to the extent necessary to implement this Contract.
Art. 17 – Final provisions
a) The partial or total invalidity of any provision of these General Sales Conditions shall not invalidate any of the remaining provisions.
b) These General Sales Conditions have been drawn up in Italian language, as well as in other languages; in case of any doubt as to its interpretation, the Italian language version shall always prevail.