1. General introduction
The following terms of sale will be applied to every contract concluded through a purchase order placed via the Internet, telefax, electronic mail and ordinary mail, and relating to the standard products listed in the site or in the Transfer Oil catalogues, at the appropriate page. Any different and specific terms and every order relating to personalised products may/must be the subject of a different, separate agreement. In the event of a contrast between these standard terms and any special term agreed to between the parties, the special term will take priority, but without prejudice to all the other general terms, as per the points below, wherever compatible. The general introduction forms an integral part of every purchase and sale contract concluded through the sending of the order form, whether by e-mail, by post or by telefax.
Transfer Oil, hereafter also referred to as the Seller, sells the products listed and described in the “Products” page that can be found in official Transfer Oil web site or in one of the Transfer Oil catalogues, hereafter also referred to as the Products, which may be purchased under the terms as per the clauses below.
3. Conclusion of the contract
The purchase order on the Internet site must be compiled by the Purchaser according to the instructions in the appropriate “Orders” WEB page. The sending of the order form on the site, compiled as per the instructions, shall imply acceptance on the part of the purchaser of all the clauses outlined below. The sale and purchase contract, also in the event that the order is sent by the purchaser via telefax, e-mail or post, will in any case be considered as concluded and complete with the dispatch, on the part of Transfer Oil, of the due acceptance of the purchase order by telefax or electronic mail.
4. Cancellation and/or modification of orders. Penalty
Any cancellations, reductions and/or modifications of orders already accepted by Transfer Oil may be made within and not later than five days from the date of the order, by means of a written communication to be sent via fax or by registered letter with advice of receipt to the seller party. Any cancellation and/or modification notified after the above indicated period, or by other means different from those provided for in the previous paragraph shall imply a penalty of 10% of the price of the already ordered goods. The penalty referred to in the above paragraph will be invariably equal to 50% of the price should the object of the sale be personalised products according to the purchaser’s wishes and requirements.
5. The Products
The Products that may be purchased, and the order of which implies – if accepted – total agreement with the general terms of sale, are those listed in the appropriate WEB page in the official Transfer Oil site, or in one of the Transfer Oil catalogues. The availability on stock of the above mentioned products is not guaranteed. In consideration of the particular applications of some products, the acceptance of the order can be subjected to a quantity equal to the economic batch of production in use at the moment of the order. In the event that the subject of the sale are personalised products according to the purchaser’s wishes and requirements, having as a result different characteristics from standard products, these general terms of sale shall be equally applicable and binding, but without prejudice to any different, special condition that shall take priority should it be the subject of specific, separate agreement. Should the purchaser’s offer or the seller’s acceptance make reference to a specific sample, the product which is the subject of the relative sale, except in the event of a different written agreement, is binding with respect to the sample characteristics only within the limits of reasonable approximation.
6. Price and payment
The price shall be fixed according to the range of products chosen by the purchaser on the date of dispatch of the order and shall remain unchanged, except with reference to the provisions of the following clause, also if the delivery is deferred by agreement but nevertheless within a year from the date of the order. The customer has the right to the price relating to the range in the quantity effectively collected with reference to that order for a period of one year. The seller has the right to revise the prices of the products on the basis of the price dynamics of raw materials, labour and packaging, but must notify the purchaser about new prices at least 30 days before their application, and in such cases, the purchaser has the right to withdrawal. Payment must categorically be made following the methods specified by Transfer Oil in the completed order form and according to the terms therein prescribed.
7. Express resolutory clause
In accordance and by the effects of art. 1456 of the civil code (c.c.), in the event of breach on the part of the purchaser of the obligations referred to in art. 5 (Price and payment), the seller shall have the right to cancel the contract/s already concluded, by means of a registered letter with advice of receipt, in which it declares to have made recourse to this clause, without prejudice, however, to any possible action for compensation for damages. Any change in the purchaser’s balance sheet situation such as to endanger the correct fulfilment of the obligation of payment of the price, shall give the seller, in accordance with art. 1461 c.c., the right to suspend deliveries already agreed, and to cancel the contract by means of a simple written notice, without prejudice, however, to the payment of the amounts due for services already carried out. Equally, any incorrect or failed compliance with the obligations relating to the payment of the price shall give the seller the right to suspend deliveries already agreed, also those not relating to the breach in question, in accordance with art. 1460 c.c. .It should be understood, in particular, that:
The sale is considered as Ex-Works, and as a result, the costs of transport are fully borne by the purchaser. Transfer Oil shall arrange to deliver the Products sold to the carrier indicated by the purchaser in the order form.
The seller may cancel the contract and not fulfil the obligation to deliver whenever, by reason of force majeure and in any case of unforeseen and extraordinary events, the execution of the delivery service becomes excessively onerous or in any case impossible.
Transfer Oil carries out a random check of its products on each production batch. Any technical modifications will be subject to acceptance by the purchaser for orders in progress.
Transfer Oil guarantees the conformity of the products supplied to the characteristics expressly indicated in the relative WEB page and in its catalogues. The warranty for defects in the products is categorically limited only to manufacture defects attributable to the seller. The warranty has a limited duration of twelve months, starting from the date of delivery, and is dependent on the regular reporting of the defect by the purchaser in accordance with the following paragraphs, as well as on the express written request to the seller to take action under the warranty. As a consequence of the aforementioned request, the seller may, at its own choice and alternatively: a) supply ex-works free of charge to the purchaser, products of the same type and quantity as those found to be defective or non-conforming to what was agreed; b) declare the cancellation of the contract in writing, offering the return of the price against restitution of the supplied products. Except in the event of malice or gross negligence on the part of the seller, any possible compensation for damages to the purchaser may not in any case exceed the invoice price for the disputed products. The warranty here agreed to assimilates and replaces legal guarantees for defects and deformities, and excludes any other liability on the part of Transfer Oil in any way arising from the supplied products; specifically, the purchaser may not make other requests for compensation for damages, a reduction in the price or the cancellation of the contract. Once the duration of the warranty has elapsed, no claim may be made against the seller. The seller may not be held liable with respect to the purchaser for any loss of profit, non-use, loss of production, loss of contracts or any other indirect or consequential damage, but only for proven damages to persons or things, attributable to the sold products, in the event of its proven gross negligence and/or incompetence in their manufacture.
Claims relating to quantity, colour, or to quality faults and defects or to non-conformity that the purchaser may detect as soon as they come into possession of the goods, must be made by the purchaser in writing by means of a registered letter with advice of receipt, on penalty of forfeiture, not later than eight days from the moment in which the products arrive at their place of destination. Should the claim turn out to be unfounded, the purchaser shall be bound to reimburse the seller all costs borne by the latter for carrying out checks (any travel costs, expert opinions, etc.).
Any reference made to general terms, list prices, various attachments or to other material of the seller or of third parties, must be considered as referring to the terms and documents applied upon the conclusion of the contract.
14. Applicable law and competent court
These General terms of Sale, together with the Contract to which they refer, shall be regulated by Italian laws. The Court of Parma shall be the exclusive competent court for any dispute relating to, or deriving from, the Contract.