1.1 These general conditions of sale (“Conditions”) apply and form an integral part of all quotations, offers, order confirmations and contracts signed by Targetti Sankey S.p.A. (“Targetti” or “Sales”) with the buyer (the “Buyer”) in relation to the sale by Targetti and purchase by the Buyer of products (the “Products”).
1.2 Any change to these Conditions must be agreed between Targetti and the Buyer (the “Parties”) and approved in writing.
2. Act of sale
2.1 The request to sell Products is undertaken “on the seller’s approval” and is considered irrevocable for a period of 1 (one) month from the date of the order. This request will be considered a request for execution without prior acceptance, from the date of the receipt of the order by Targetti.
2.2 The products indicated in individual orders and the relative accessories, will be supplied to the Buyer by Targetti with a “retention of title”; in this case the title of the Products will pass to the Buyer only when full payment of the purchase price of the Products is made, while any possible risk of losing the Products will be the responsibility of the Buyer from the time of delivery of the Products by Targetti even to the carrier in accordance with the agreed INCOTERMS.
2.3 Notwithstanding the foregoing, the Parties agree that any damage caused to the Products and the relative accessories for any reasons not attributable to Targetti, does not release the Buyer from the obligation to pay even in the event the Products have not yet been delivered to the Buyer.
2.4 Targetti reserves the right to change or withdraw their Products from the market at any time and without notice.
3.1 The prices in this list will be applied to orders, quotations and purchase contracts for Products, the said prices are for single units, except for some Products where otherwise specified in the price list. The Parties will have the right to agree on any exceptions and/or special conditions of sale in writing.
3.2 The Parties also agree that the following conditions will apply:
(I) Minimum order €750 (seven hundred and fifty) abroad;
(II) Orders under €750 (seven hundred and fifty), if accepted will be subject to a further charge of €50 (fifty) for operating expenses;
(III) Delivery Ex-Works (INTERCOMS);
3.3 The above prices do not include VAT and installation costs for the Products.
Prices are expressed in EURO (excluding VAT). Invoices will be issued in EURO.
5. Special Orders
Products can be supplied to the Buyer in non-standard colours and with special orders. The price, minimum order quantity and delivery times and conditions will be agreed case by case in relation to the order and/or quotation in question.
6.1 Targetti does not assume any responsibility in relation to any damage and/or loss of Products in transport except in the event the Products are delivered at place.
6.2 Targetti will have the right to establish the method of transport of the Products, except in the event the Parties have previously established the method of transport in writing.
6.3 The Buyer undertakes to check the condition of the Products upon delivery and make any claim and/or action to the courier directly in the event of any loss, theft, damage or delays in transportation and/or delivery methods of the Products.
7.1 In the event the Buyer detects any faults and/or defects in the Products, the Buyer undertakes to send Targetti written notice of the same via recorded delivery within and not later than 8 (eight) days from receipt of the goods, upon penalty of loss of the Targetti warranty conditions. In this case the allegedly defective Products indicated in the compliant made within the established deadlines must be returned to Targetti, once the Buyer has received specific written authorization from Targetti to do so.
7.2 No complaint can be made by the Buyer if full payment has not been made for the same goods referred to in the complaint.
7.3 If the complaint made by the Buyer is acknowledged as valid, Targetti can make the necessary repairs and/or replace the Products at their sole discretion, with the exclusion of any other charge, obligation or indemnity against Targetti. The Products to be returned must be sent to the Targetti Sankey S.p.A. plant in Via Pratese no.164 Florence.
7.4 In the event the Products returned by the Buyer are not found to have any faults and/or defects after being checked by Targetti, the Products will be returned to the Buyer and a debit note will be issued including the following items:
• an amount equal to 20% (twenty) of the value of the same Products
• a chargeback equal to the cost of transportation if borne by Targetti to return the Products;
• a fixed fee of €60 for operating expenses
8.1 The Parties agree that the terms established for delivery of the Products must not be considered mandatory or binding and in any case all terms are intended solely for the benefit of Targetti, except where otherwise agreed in writing between the Parties.
8.2 In the event of delays in delivery, 15 (fifteen) days after the agreed delivery date the Buyer can send Targetti written notice to comply with the delivery within a further deadline of no less than 15 (fifteen) days from receiving the same notice. If this further deadline is not met and Targetti has still not complied with the delivery, the Buyer can withdraw from the order for Products that have not been delivered. In this case, the Buyer will only have to pay Targetti for the Products that have actually been delivered, excluding any compensation and/or indemnity to the Buyer.
8.3 Targetti is not responsible for any failure to deliver or delays in delivery of Products that are caused by events outside their reasonable control including but not limited to failure to deliver or delays in deliveries of processing materials from suppliers, plant breakdowns, strikes and other industrial action, power failures and transport interruptions or difficulties.
8.4 If the Buyer is not able to receive the delivery of the ordered Products, Targetti will have the right to entrust the Products to storage at the Buyer’s expense.
9.1 Payment of the price must be made by the Buyer in accordance with the terms and conditions detailed in the order with payments payable exclusively to TARGETTI SANKEY S.p.A.”.
9.2 Targetti acknowledges the validity of payments only if they are made in accordance with the provisions detailed in the previous article 9.1; this implies that any payments made in any other way will not be considered made by the Buyer. Acceptance of any drafts or other effects of trade by Targetti will be considered completed with the clause “subject to final payment”.
9.3 In the event of payment after the established terms, the Parties agree that Targetti will receive current bank interest rates. Interests will be charged by law without the need for Targetti to send formal notice to the Buyer.
9.4 Furthermore, in the event delays in payment exceed15 (fifteen) days Targetti will have the right to rescind the order in accordance with article 1456 of the Italian Civil Code by sending written notice, except in the event of any compensation payments.
9.5 In the event the Parties agree on a method of payment in instalments for the Products, failure to pay the instalments or even one instalment that exceeds an eighth of the total price of the Products will mean that the Buyer will lose the benefit of paying in instalments and Targetti will have the right to immediately request the remaining balance payment or alternatively, at their own discretion, to terminate the contract with immediate return of the Products and keep the instalments that have already been paid as compensation, except in the event of any compensation payments.
10.1 Products supplied by Targetti are covered by a warranty for normal use and in compliance with the Product user manual for a period of 12 (twelve) months from the delivery date of the same Products for any faults and/or manufacturing defects and/or materials that comply with Targetti requirements relating to every single Product.
10.2 Targetti upon a specific request can issue a 5 (five) years warranty for a restricted selection of products’ families. Warranty starts from the invoice date covering manufacturing and/or material defects found in its own products. This warranty has to be activated using a form downloadable from the website www.targetti.com. The same form has to be read for acknowledgment and acceptance of terms and conditions.
10.3 Any defects due to force majeure (lightning, flooding etc.) are excluded from any kind of warranty as well all damage caused by improper use of the Products and/or the relative accessories, other than that indicated in the manual. Batteries and accumulators are also excluded from the warranty.
10.4 THE WARRANTY DETAILED IN THE PREVIOUS POINTS 10.1 AND 10.2 IS VOID WITHOUT EXCEPTION IN THE EVENT OF TAMPERING AND/OR BY ANY CHANGES, REPAIRS AND/OR MODIFICATIONS TO ANY PRODUCTS CARRIED OUT BY ANY PEOPLE OR TECHNICIANS THAT ARE NOT EXPRESSELY AUTHORISED TO DO SO BY “TARGETTI SANKEY S.p.A.” AND/OR DEFECTS CAUSED BY INCORRECT OR INACCURATE INSTALLATION OF PRODUCTS.
10.5 The above outlines the overall responsibility of Targetti in connection to defectiveness and non-compliance of Products supplied by Targetti.
11. Applicable law and jurisdiction
The Conditions and all their effects are governed by Italian Law. The Parties will attempt to settle any disputes that may arise as a result of or in connection with single orders through negotiations in good faith and in a spirit of mutual cooperation. All disputes that are not settled amicably will be subject to the exclusive jurisdiction of the Court in Florence (Italy), and nevertheless Targetti Sankey S.p.A. will always have the right to establish actions or proceedings against the Buyer before the competent courts. The international Convention on contracts for the international sale of goods does not apply to any quotation, order and contract.
12. Assignment and compensation
The Buyer will not have the right to assign any rights or obligations resulting from any single order without prior written consent from Targetti. The Buyer will not have the right to withhold or reduce payments or offset current or future claims against payments due for Products that are sold on the basis of an order or under any other contract the Buyer may have entered into with Targetti or their subsidiaries, and accepts to pay agreed amounts despite any complaints or claims for compensation that are put forward by or on behalf of the Buyer.
The Buyer acknowledges that all technical, commercial and financial data supplied to the Buyer by Targetti is confidential. The Buyer therefore will not divulge this information to third parties and will not use the said confidential information for purposes other than those agreed between the Parties and in accordance with the purchase transactions provided for in every single order.
In the event one or more of the provisions in these Conditions are considered to be invalid or ineffective by a Court in relation to future legal or administrative action the other provisions will remain effective and those considered invalid or ineffective will be replaced with provisions that reflect the original intent of the Parties, to the extent permitted by law. The failure or delay of either Party to exercise any right or remedy provided for in any single order does not constitute a waiver to the same, likewise partial execution of the same will not preclude any other or future right to exercise these rights or remedies provided for in the order and/or by law.
15.General limitation of liability and limitation of consequential costs
Except as provided in this clause, Targetti is not liable to the Buyer for:
a) any loss of profit, business, contracts, opportunity, goodwill, revenue, anticipated savings, expenses, costs or similar loss: and/or
b) any indirect, special or consequential loss or damage (whether for loss of profit or otherwise); whether caused by the negligence, breach of contract, tort, breach of statutory duty of Targetti, its employees or agents or otherwise, arising out of or in connection with the Contract.