General conditions of sale
Prima S.R.L.
These conditions of sale regulate the terms and conditions of purchase of the products offered through our site. We invite you to read them carefully before proceeding with the order, since sending it implies full acceptance of the following clauses.
I – ORDERS – FORMATION OF THE CONTRACT
Any order implies strict adherence by the customer to these general conditions of sale which shall prevail notwithstanding anything inconsistent therewith or contrary thereto in customer’s order, customer’s general purchasing conditions or any other document issued by customer unless otherwise previously agreed by PRIMA SRL of which the customer has been notified in writing.
II – DISPATCH OF PRODUCTS
The products are sold from PRIMA SRL ex works basis or with transport costs debited on invoice. Consequently, the delivery is deemed to be effective and the transfer of risks to the customer occurs when the products are loaded into the means of transportation made available the customer. It is therefore the responsibility of the customer or recipient to take any action against the transporters and the insurers from the moment they receive the products under the above conditions and also in case of damages or missing goods or any other claims.
III – DELIVERY DATES – QUANTITIES DELIVERED
Delivery dates quoted on order acknowledgements are given as an indication only and are in no way a firm commitment on the part of PRIMA SRL to deliver by a certain date. Consequently, no recourse may be brought against PRIMA SRL due to late delivery and no order may be cancelled due to the same. Late delivery may neither allow to claim damages against PRIMA SRL due to disputes arising between the customer and its own customers. Moreover, PRIMA SRL reserves the right not to deliver or to deliver only a part of the products ordered if forced to do so by virtue of force majeure as defined in clause IX.
IV – PRICE
Except when specifically agreed by PRIMA SRL and the customer, prices exclude all types of expenses and costs, such as packaging costs, transport and insurance costs, customs duties, taxes and fiscal and fiscal-related charges, in particular V.A.T. Unless otherwise stipulated, the prices in PRIMA SRL proposals are firm. However, unless specifically agreed by PRIMA SRL in writing, these prices may be reviewed due to economic and monetary fluctuations occurring between the placing of the order and its despatch, leading to variations in the elements which determine such prices. The prices quoted and acknowledged by PRIMA SRL are valid for the quantity ordered, and should the quantity be altered, PRIMA SRL reserves the right to modify the unit prices accordingly. Unless otherwise agreed, these proposals are valid for a one-month period as of their offering.
V – CONDITIONS OF PAYMENT – DELAY IN PAYMENT OR DEFAULT
Except when otherwise stipulated in acknowledgment of receipt or invoices of PRIMA SRL, all invoices are payable net without discount to Palazzolo sull’Oglio. Any complaints concerning a supply do not entitle the customer to withhold any payment when due. Any delay in payment shall give rise automatically and without formal notice, to the payment of interest at the rate of the relevant legal provisions. Default of payment within the prescribed time and terms will immediately lead to the lawful termination of the remaining terms, and will, consequently, demand total payment of the outstanding debt without written notice or recourse to law, with the application of delay penalties in the terms specified above. Default of payment within the agreed terms and time authorizes PRIMA SRL to stop further deliveries and cancel all or part of the order(s).
VI – PROPERTY RESERVE CLAUSE
PRIMA SRL reserves the property of products delivered to its customers until effective payment of their whole price in principal and accessories. In case of total or partial non-payment of the price when due, whatever the cause, PRIMA SRL reserves the right to resume physical possession of the products without notice at the customer’s expense and risks. In this case, the customer undertakes, in particular, to actively participate to the establishment of an inventory of the products. The customer undertakes to inform its business partners of the existence of the present property reserve clause. PRIMA SRL can resume the unpaid products in the hands of every third party buyer or require from them the direct payment of their price. In the hypothesis where products would have been sold to a bona fide third party, the right of claiming of PRIMA SRL will apply first and foremost to the price received by its customer. In case of incorporation of products, the right of PRIMA SRL will apply, in proportion to their value, on the product into which they are incorporated, either toward the customer, or toward the third party buyer. Notwithstanding any provision to the contrary, the products shall not be seized, pledged or their property shall not be transferred to a third party as a guarantee. The previous provisions are without prejudice to the transfer of the risks to the customer as of the delivery of products. The customer undertakes to take all measures deemed suitable to preserve the products under its care, custody and control and in particular to take out adequate insurance cover, it being agreed that this latter could in no way imply any limitation of liability of the customer. In case of export sale, the customer will have to, if necessary, carry out at his expenses, any formality which would be required, in the country of the products’ delivery, for the enforcement of the present property reserve clause.
VII – DESCRIPTION AND SPECIFICATION
Descriptions in catalogues, price lists and publicity brochures only present the general nature of the products. PRIMA SRL reserves the right to modify the products without prior notice.
VIII – WARRANTY
Products are warranted to be free from manufacturing and material defects that render them unfit for their normal use. The warranty is strictly limited to reimbursement or replacement of products accepted as defective under the following conditions:
• Claims concerning quantity, weight, dimensions or visible defects may be received within 8 days for national sales or 3 months in case of export sales, as of receipt by the customer or on its behalf.
• PRIMA SRL warrants the delivered products against all non-visible manufacturing and material defects, including all hidden defects that render them unfit for their normal use, for a period of 6 months for national sales or 12 months for international sales, from their delivery date in compliance with clause II above, provided that the products have not been modified or altered before or during their use by the customer. The free replacement or the reimbursement can be granted only after examination, by PRIMA SRL, of the products concerned, which shall be sent to it carriage and packing paid. Expenses and risks of return will be chargeable to the customer. Any deterioration or defect resulting from normal wear and tear, accident or misuse (in particular defective maintenance, unfit lubricant, overload, improper assembly, etc.) is excluded from the warranty. Products accepted as defective by PRIMA SRL, will, at PRIMA SRL choice, either be replaced, or the invoice value reimbursed, in part or in total. PRIMA SRL will under no circumstances be liable or responsible for any loss of profit or other direct or indirect damages.
IX – FORCE MAJEURE
PRIMA SRL shall not be liable for any failure to perform any of its obligations where such failure is a result of a Force Majeure event, in particular but not limited to: natural disasters, storms, floods, frost, fires, supply difficulties, strikes or other labour conflict, communication or traffic channels dysfunction or interruption, regulations of government authorities prohibiting the convertibility or transfer of foreign currencies, the import, export or sale of the products or any delay in connection with cargo security requirements or with obtaining the necessary administrative authorizations in due time.
X – TOOLS, MOULDS, SPECIFIC EQUIPMENTS, PROTOTYPES
Contribution to the costs of making the tooling (tools, moulds, etc.) which could be asked to the customer does not imply any transfer to its benefits of the physical property of such tooling nor of any intellectual property rights thereon, unless otherwise agreed.
XI – LEGAL DISPUTES
PRIMA SRL and the customer shall seek to amicably settle their dispute. In case of failure to find an amicable settlement, any dispute arising from the interpretation of or action according to these general conditions of sale and services, and/or any order, even in the case of incidental request or involving several parties, shall be governed by and construed in accordance with the Italian law and shall be exclusively subject to the jurisdiction of the Brescia, Italy. The previous provisions are applicable to the international sales.
XII – DIVISIBILITY
If any provision of the present general conditions is or becomes invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the enforceability of the remaining provisions of the present general conditions which will stay completely in force.
Any order implies strict adherence by the customer to these general conditions of sale which shall prevail notwithstanding anything inconsistent therewith or contrary thereto in customer’s order, customer’s general purchasing conditions or any other document issued by customer unless otherwise previously agreed by PRIMA SRL of which the customer has been notified in writing.
II – DISPATCH OF PRODUCTS
The products are sold from PRIMA SRL ex works basis or with transport costs debited on invoice. Consequently, the delivery is deemed to be effective and the transfer of risks to the customer occurs when the products are loaded into the means of transportation made available the customer. It is therefore the responsibility of the customer or recipient to take any action against the transporters and the insurers from the moment they receive the products under the above conditions and also in case of damages or missing goods or any other claims.
III – DELIVERY DATES – QUANTITIES DELIVERED
Delivery dates quoted on order acknowledgements are given as an indication only and are in no way a firm commitment on the part of PRIMA SRL to deliver by a certain date. Consequently, no recourse may be brought against PRIMA SRL due to late delivery and no order may be cancelled due to the same. Late delivery may neither allow to claim damages against PRIMA SRL due to disputes arising between the customer and its own customers. Moreover, PRIMA SRL reserves the right not to deliver or to deliver only a part of the products ordered if forced to do so by virtue of force majeure as defined in clause IX.
IV – PRICE
Except when specifically agreed by PRIMA SRL and the customer, prices exclude all types of expenses and costs, such as packaging costs, transport and insurance costs, customs duties, taxes and fiscal and fiscal-related charges, in particular V.A.T. Unless otherwise stipulated, the prices in PRIMA SRL proposals are firm. However, unless specifically agreed by PRIMA SRL in writing, these prices may be reviewed due to economic and monetary fluctuations occurring between the placing of the order and its despatch, leading to variations in the elements which determine such prices. The prices quoted and acknowledged by PRIMA SRL are valid for the quantity ordered, and should the quantity be altered, PRIMA SRL reserves the right to modify the unit prices accordingly. Unless otherwise agreed, these proposals are valid for a one-month period as of their offering.
V – CONDITIONS OF PAYMENT – DELAY IN PAYMENT OR DEFAULT
Except when otherwise stipulated in acknowledgment of receipt or invoices of PRIMA SRL, all invoices are payable net without discount to Palazzolo sull’Oglio. Any complaints concerning a supply do not entitle the customer to withhold any payment when due. Any delay in payment shall give rise automatically and without formal notice, to the payment of interest at the rate of the relevant legal provisions. Default of payment within the prescribed time and terms will immediately lead to the lawful termination of the remaining terms, and will, consequently, demand total payment of the outstanding debt without written notice or recourse to law, with the application of delay penalties in the terms specified above. Default of payment within the agreed terms and time authorizes PRIMA SRL to stop further deliveries and cancel all or part of the order(s).
VI – PROPERTY RESERVE CLAUSE
PRIMA SRL reserves the property of products delivered to its customers until effective payment of their whole price in principal and accessories. In case of total or partial non-payment of the price when due, whatever the cause, PRIMA SRL reserves the right to resume physical possession of the products without notice at the customer’s expense and risks. In this case, the customer undertakes, in particular, to actively participate to the establishment of an inventory of the products. The customer undertakes to inform its business partners of the existence of the present property reserve clause. PRIMA SRL can resume the unpaid products in the hands of every third party buyer or require from them the direct payment of their price. In the hypothesis where products would have been sold to a bona fide third party, the right of claiming of PRIMA SRL will apply first and foremost to the price received by its customer. In case of incorporation of products, the right of PRIMA SRL will apply, in proportion to their value, on the product into which they are incorporated, either toward the customer, or toward the third party buyer. Notwithstanding any provision to the contrary, the products shall not be seized, pledged or their property shall not be transferred to a third party as a guarantee. The previous provisions are without prejudice to the transfer of the risks to the customer as of the delivery of products. The customer undertakes to take all measures deemed suitable to preserve the products under its care, custody and control and in particular to take out adequate insurance cover, it being agreed that this latter could in no way imply any limitation of liability of the customer. In case of export sale, the customer will have to, if necessary, carry out at his expenses, any formality which would be required, in the country of the products’ delivery, for the enforcement of the present property reserve clause.
VII – DESCRIPTION AND SPECIFICATION
Descriptions in catalogues, price lists and publicity brochures only present the general nature of the products. PRIMA SRL reserves the right to modify the products without prior notice.
VIII – WARRANTY
Products are warranted to be free from manufacturing and material defects that render them unfit for their normal use. The warranty is strictly limited to reimbursement or replacement of products accepted as defective under the following conditions:
• Claims concerning quantity, weight, dimensions or visible defects may be received within 8 days for national sales or 3 months in case of export sales, as of receipt by the customer or on its behalf.
• PRIMA SRL warrants the delivered products against all non-visible manufacturing and material defects, including all hidden defects that render them unfit for their normal use, for a period of 6 months for national sales or 12 months for international sales, from their delivery date in compliance with clause II above, provided that the products have not been modified or altered before or during their use by the customer. The free replacement or the reimbursement can be granted only after examination, by PRIMA SRL, of the products concerned, which shall be sent to it carriage and packing paid. Expenses and risks of return will be chargeable to the customer. Any deterioration or defect resulting from normal wear and tear, accident or misuse (in particular defective maintenance, unfit lubricant, overload, improper assembly, etc.) is excluded from the warranty. Products accepted as defective by PRIMA SRL, will, at PRIMA SRL choice, either be replaced, or the invoice value reimbursed, in part or in total. PRIMA SRL will under no circumstances be liable or responsible for any loss of profit or other direct or indirect damages.
IX – FORCE MAJEURE
PRIMA SRL shall not be liable for any failure to perform any of its obligations where such failure is a result of a Force Majeure event, in particular but not limited to: natural disasters, storms, floods, frost, fires, supply difficulties, strikes or other labour conflict, communication or traffic channels dysfunction or interruption, regulations of government authorities prohibiting the convertibility or transfer of foreign currencies, the import, export or sale of the products or any delay in connection with cargo security requirements or with obtaining the necessary administrative authorizations in due time.
X – TOOLS, MOULDS, SPECIFIC EQUIPMENTS, PROTOTYPES
Contribution to the costs of making the tooling (tools, moulds, etc.) which could be asked to the customer does not imply any transfer to its benefits of the physical property of such tooling nor of any intellectual property rights thereon, unless otherwise agreed.
XI – LEGAL DISPUTES
PRIMA SRL and the customer shall seek to amicably settle their dispute. In case of failure to find an amicable settlement, any dispute arising from the interpretation of or action according to these general conditions of sale and services, and/or any order, even in the case of incidental request or involving several parties, shall be governed by and construed in accordance with the Italian law and shall be exclusively subject to the jurisdiction of the Brescia, Italy. The previous provisions are applicable to the international sales.
XII – DIVISIBILITY
If any provision of the present general conditions is or becomes invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the enforceability of the remaining provisions of the present general conditions which will stay completely in force.