General Terms and Conditions (GTC) of Bison Italia S.r.l. Unipersonale
1 - Scope of Application
These General Terms and Conditions of Sale (GTCS) regulate the commercial relations between the company Bison Italia S.r.l. (Seller) and its customers (Buyer/Purchaser), as natural or legal persons acting in the exercise of their entrepreneurial or professional activity, or their intermediaries, constituting an integral and substantial part of each contract of sale of products and services provided by the Company to the Customer, unless otherwise agreed in writing between the parties.
The General 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.
The Seller reserves the right to modify, supplement or vary the General Conditions of Sale, attaching such variations to the offers or to any correspondence sent in writing to the Buyer.
Product Characteristics.
Any information or data on the features and/or technical specifications of the Products contained in brochures, price lists, catalogs or similar documents shall be binding only to the extent that such data has been expressly referred to in the Contract.
2.2 The Seller reserves the right to make such changes to the Products as may, without altering the essential characteristics of the Products, be necessary or advisable.
2B - Offer or Purchase Order
Pursuant to art. 1326 c.c. et seq. the Purchase Orders or the purchase offer become binding and irrevocable for Bison Italia S.r.l. from the moment the order confirmation duly signed by the buyer for acceptance is received by it. Bison Italia may revoke the Order and/or offer within 15 (fifteen) days from receipt of the Order.
3 - Transmitted documents
Bison Italia S.r.l. reserves the right of ownership and copyright on all documents transmitted to the Buyer relating to the conclusion of the contract, such as calculations and drawings. Such documents shall not be made accessible to third parties unless the Buyer receives express written consent from the Seller. If the Buyer's offer is not accepted within the time limits set forth in § 2, such documents shall be returned to us within 10 days after the end of negotiations.
4 - Price and Payments
(1) Unless otherwise agreed, our prices are to be considered ex-works prices excluding packaging and increased by the applicable VAT from time to time (on Italian territory, excluding islands, delivery to buyers must be made from the net present value of the good of €250.00).
(2) Payment of the purchase price must be made exclusively to the current accounts on the invoice. Discounts may be applied only if agreed in writing between the parties.
(3) If the payment deadline is exceeded, default interest of 8% on the relevant base interest rate per year shall be charged, without prejudice to the exercise of the right to greater damages for default.
(4) If no agreement on a fixed price is reached, we reserve the right to conveniently change prices due to unforeseeable changes that have occurred in costs related to wages, materials, and distribution and that occur 3 months after (or later) the conclusion of the contract and that are not attributable to wrongful conduct on our part.
4 - Compensation and right of retention
Principal is entitled to set-off only if its counterclaims are undisputed or established and res judicata. The Principal is entitled to exercise the right of retention only to the extent that its counterclaims refer to the same contractual relationship.
6 - Delivery terms
(1) The commencement of the delivery deadlines specified by us shall be based on the assumption that the Principal regularly and punctually fulfills its obligations, without prejudice to the right of objection in the event of failure to fulfill contractual obligations.
(2) Should the Principal fall into default of acceptance or grossly violate further obligations of cooperation, we shall have the right to claim compensation for damages incurred, including additional costs incurred, without prejudice to any further claims. Should the above conditions occur, the risk of accidental loss or accidental deterioration of the goods shall transfer to the Principal at the time the Principal defaults on its acceptance or payment obligations.
(3) The delivery terms quoted are predictable delivery terms unless they themselves prove to be fixed terms. Exceeding delivery terms or delivery times, which result from the quoted delivery date, does not entitle the Buyer to cancel the order.
7 - Transfer of risk during delivery
If the goods are delivered to the Principal at the Principal's request, the risk of accidental loss or accidental deterioration of the goods is transferred to the Principal by sending them to the Principal at the latest from the time the goods leave the plant/warehouse. This applies regardless of whether the goods are sent from the place of fulfillment and who bears the shipping costs.
8 - Reservation of property
(1) The retention of title agreed upon below provides the opportunity to protect all our present and future claims against the Buyer and arising from the existing supply relationship between the parties (including credit balances shown on the current account). Goods delivered to the Principal (goods subject to retention of title) shall remain our property until the secured claims are settled.
(2) It is agreed that the delivered Goods shall remain the property of the Seller until full payment is received by the Seller.
(3) The retention of title shall extend to Products sold by the Buyer to third parties and to the price of such sales, subject to the maximum limits provided by the law of the Buyer's country governing this clause.
(4) The Buyer is authorized to use and sell the reserved goods in normal business transactions until the occurrence of the event legitimizing the enforcement. In the event of any use of the goods by the Principal, we shall be deemed Producers within the meaning of Article 128 et seq. of the Consumer Code. In the event that from the use of the good the ownership is split, we acquire co-ownership of the new good in the ratio of the value of the new good to the value of our used good. For security reasons, claims arising from resale or from any legal reason (insurance, tort) concerning the reserved goods are fully assigned to the Principal and in case of co-ownership, proportionally to the ownership share. The Principal is authorized to collect in its name and on its behalf the claims assigned to us.
(5) We shall release the goods subject to reservation of title.
(6) In the event of termination of the contract due to default on the part of the Principal (an event that legitimizes enforcement), especially in the event of late payment, we shall have the right to demand the goods subject to retention of title or to revoke the collection mandate.
9 - Return / collection of goods
(1) In case of return of goods by the Buyer we may charge a penalty of 15% of the net value of the goods, and a minimum of 10.00 € plus VAT. Products and packaging must be intact and complete with every component received at the time of sale (accessories/booklets/warranty etc.). Any breakages and/or shortages will be charged in full. Returns may be made only after consultation between the parties and written acceptance/authorization by the Seller. In any case, returns dated more than 1 month after delivery for Italian customers and 3 months for foreign customers will not be accepted. There is no right to take back the goods sold. Transportation costs for the return are borne by the Buyer except in cases of error on the part of the seller or for technical defect of the material. Returns must always be documented and include the details of the sales documents and the return code communicated by the seller during authorization.
Returns of Bison material not sold by Bison Italia will not be accepted.
Material replacements will be regularly invoiced. A credit note will be issued only upon acknowledgement of the warranty by the parent company.
(2) Payment of the credit amount is excluded. This will be done by offsetting against future invoices.
10 - Responsibility
In reference to claims for damages or expenses incurred, we are not liable for simple negligence as long as we do not breach a contractual obligation or damage to life, body, or health is not involved. In the case of breach of a contractual obligation due to simple negligence, we are liable for the maximum amount provided at the conclusion of the contract for typical contractual damages as long as life, body or health is not involved. This is without prejudice to liability according to the Product Liability Act. The personal liability of our legal representatives and employees is limited as stated above.
11 - Miscellaneous
(1) The Italian Civil Code and the United Nations Convention on the International Sale of Goods (CISG) shall apply to this contract and to all legal relations between the parties
(2) For all disputes arising out of the contract concluded between the parties and in force, the Court of Bologna shall have exclusive jurisdiction For disputes arising out of the execution of the contract of sale governed by these General Conditions of Sale, the interpretation thereof and any dispute inherent to the contractual relationship, the Court of Bologna shall have jurisdiction.
(3) Should the buyer reside in a country outside the EEC. all disputes arising from this contract in relation thereto shall be finally settled in accordance with the Arbitration Rules of the Bologna Chamber of Arbitration by one or more arbitrators appointed in accordance with said Rules.
(4) The above exclusive jurisdiction shall also apply in the event that the Principal has domicile or registered office outside Italy.
(5) All agreements entered into between the parties and aimed at the conclusion of this contract, form an integral part of this contract.
(6) Should any provisions of these GTC be or become ineffective or contain defects of any kind, this shall not affect the effectiveness of the remaining provisions. The parties agree to replace such ineffective provisions with other provisions that serve the same economic purpose and are as similar as possible to the ineffective provisions.