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GENERAL CONDITIONS OF SALE AND DELIVERY

DEFINITIONS AND GENERAL PROVISIONS

1. The General Conditions of Sale ("Conditions") govern the sale of products of each report concluded between the Green Economy Srl (the "GE") and its customers ("Customer"). The contractors will be hereinafter collectively referred to as the "Parties".

2. Any issue concerning the relationship ended by GE and the customer is not expressly or implicitly defined by these Conditions, it shall be governed by Italian law.

3. Any modification and / or deviate from these conditions, to be valid, must be taken out or evidenced in writing; Verbal agreements are not recognized not confirmed in writing by GE.

4. These Conditions supersede and cancel any previous agreement on the same subject concluded between GE and the Customer.

DEFINITION OF THE CONTRACT (order / order confirmation)

5. The offer is not binding on GE regarding the price, quantity, delivery time and availability. The execution of the order is subject to the clause "unless sold or impediment of force majeure." E 'in GE right to terminate the contract at any time and to reduce unilaterally and without notice the provision, if the occurrence of events caused by unforeseeable circumstances or force majeure, supply problems or lack of solvency buyer.

6. To conclude the Agreement, the Customer must subscribe unconditionally to accept and send to GE within a reasonable time and no later than 2 (two) days, the bid received, duly signed ("Order Confirmation"). The Order Confirmation will be sent by the customer to GE by mail or fax. The Order Confirmation is subject to the full knowledge and unconditional acceptance of the General Conditions of Sale and Delivery.

7. This Agreement shall in any case concluded at the headquarters of GE and the place of delivery of the product is always at the plant of GE.

8. If the Customer Contract concluded require changes in quantity, quality, size or technical characteristics of the product they will be subject to re-negotiation, and in the absence of agreement the parties remain bound to the original contract.

DELIVERY

9. Delivery will be made, unless otherwise specified, at the headquarters of the customer indicated in the Offer. GE will be able to make deliveries in installments, at different times, including in relation to the same order. The products are rendered on board the truck, with the normal packing; all costs for any particular packaging requested by the customer, unless otherwise agreed, will be the sole responsibility of the same and will be billed separately.

10. The delivery may be specified in the offer are purely indicative and not binding. GE is henceforth authorized to provide the customer the product even before the agreed deadline of delivery or a part of the product ordered.

11. The Product to your charge and risk of the Customer (Incoterms 2000 "EXW"). Transport costs are borne by the customer.

12. Not considered due to GE any delay due to causes attributable to the shipper or carrier or by acts or omissions of the customer or justified by breach of the same.

13. The customer renounces the possibility of requiring the payment of penalties by GE, or other amounts as compensation for damages, in the event of failure or delay in delivery of the product than the dates specified in the Order Confirmation.

14. If for any reason attributable to GE the delay in delivery of the product exceeds 40 days and this has not been notified in writing by GE to the customer, the customer will have the right to immediately terminate art. 1456 cc Agreement relating to the Product of which delivery is delayed to be communicated in writing (also by fax) to GE. In this case the customer can not claim any compensation.

15. The Customer undertakes to take delivery of the product covered by the Agreement as soon as made available to the place and the schedule set forth in the Order Confirmation, assuming any costs and allowances related to delays in taking delivery. If the customer does not proceed to collect the goods or not put GE in a position to deliver the goods, GE will have the right to consider the contract pursuant to Article 1456 cc, without prejudice to the action for damages.

16. Upon receipt of the product, the customer must verify the integrity of packages and correspondence with the quantity and quality as specified in the transport document accompanying (DDT, invoice or, in the case of carriers, waybill). In case of obvious damage to packaging or lack of packages, the customer must sign subject the transport document (in the case of carriers: the waybill), indicating in detail the damage or missing goods, and promptly communicating the incident to GE by fax, however within 48 (forty eight) hours of receipt of goods. In the event of discrepancies and / or differences and / or anomalies detected after the receipt of the goods, the Buyer shall communicate to GE by fax with the fundamental term of 8 (eight) days of receipt of goods to avoid losing to enforce their rights.

17. Returns, replacements of the products or any reversal, even partial, will be accepted only with the written consent of GE;
in this case, unless otherwise agreed participants, transport costs will be charged to the customer.

RETENTION OF TITLE'

18. The ownership of the Product of GE remains until full payment of the Consideration set forth in article and whatever else may be due. The retention of title also applies until any bills or checks delivered to GE have not been fully collected. The non-payment by the customer, in whole or in part, of the Consideration specified in the Contract will give GE, by law, the right to regain possession of the product, notwithstanding any other rights.

FEES

19. The customer will pay GE Consideration specified in the Offer, the due dates and in the manner provided therein. If it were agreed on payment of a deposit of Consideration of supply, this can not be done without the payment of that tax.

20. Unless otherwise agreed in writing or resulting from practices established in advance by the Parties, the payment of the Consideration and any other amount due from the customer must be made on the due date in the manner agreed upon (by bank transfer to the account of GE, if not otherwise agreed).

21. The bid prices of the products do not include VAT, insurance and transport, nor of anything not expressly provided for in the Contract. Therefore, unless expressly agreed in writing, the agreed prices are to be understood ex store of GE. Further, it is understood that when the transport takes place by carrier assigned to GE, its cost is charged to the customer.

22. In case of partial payment of the Consideration, shall have the option GE impute the amounts received, at its discretion and independent indication possibly supplied by the customer to the attribution, to cover one or more of the Consideration for the goods supplied.

23. GE, in its sole discretion, may refuse to act on a supply of the product if the customer was previously in default, if it is registered with the register of protests or subject to enforcement procedures, if present instance or is subject to bankruptcy proceedings in its capacity as owner of the company or the legal representative of the company, for technical and organizational reasons or for any other reason under which GE may consider inconvenient conclude the Agreement.

24. For late payments GE, without prior formal notice and without prejudice to any other different right, apply interest to the extent provided by Legislative Decree no. 231/2002, implementing Directive 2000/35 / EC "on combating late payment in commercial transactions."

25. Any further delays or constant irregularities in payment by the customer, will give GE the right to suspend or discontinue the delivery of goods ordered, subject to the right of the GE financial damage direct and indirect.

26. When the GE have reason to fear that the customer can not or does not intend to pay the Product at the agreed maturity date, may at any time suspend or cancel the order, change the terms of payment if in its sole judgment borne out or decrease as the conditions of solvency of the customer or make delivery of the product to provide adequate guarantees of payment (eg. bank guarantee, issued by a bank draft or promissory note).

27. E 'in any case ruled out the possibility for the customer to suspend, in whole or in part, payment of the Consideration agreed on the basis of alleged breaches of GE.

COMMITMENTS OF CONFIDENTIALITY

28. GE and the customer agree to keep private and confidential, and therefore not to disclose or divulge to third parties, even after termination of the effects of the Agreement, all information concerning the same.

RESPONSIBILITY'

29. It is understood between the Parties that GE is a mere supplier of the product and therefore does not assume any obligation beyond those provided for in this Agreement.

30. Unless expressly provided by law, the GE assumes no responsibility for any damages suffered by the Customer in connection with this Agreement or the services provided in the same.

31. In any case, the GE is not in any way responsible for damages due to reasons beyond his control or which are attributable to the Customer (without limitation damages for incorrect structural analysis of the system in the event of wind and snow, etc .... ).

32. The Customer agrees to indemnify and hold harmless the GE from any claim that may be made against him were and from any damaging consequences that may be caused to.

CHANGES IN CONDITIONS OF SALE

33. GE reserves the right to change and modify unilaterally at any time the conditions specified in this Agreement, with particular reference to the applicable charges, notifying via fax or mail.

WARRANTY

34. GE states that the product covered by the Agreement is free from defects and / or faults and / or failures that make it unsuitable for use agreed or likely to impair appreciably the value.

35. If the product present defects and / or faults and / or malfunctions, and as long as the customer, they have denounced by written notice by fax or registered letter rr GE to the fundamental term of 8 (eight) days from the date the customer discovered or should have discovered the defect or malfunction, indicating in detail the nature and extent of, the GE may at its sole discretion: a ) replace the product tainted with compliant products, with no additional burden on the customer, or; b) repair the defective Product, at no additional burden on the customer, or; c) apply a reduction of consideration paid by the customer, or d) refund to Customer the price paid for the non-compliant products and consequently terminate the Agreement in relation to the same. In any case, we are charged to the customer all costs of transport and insurance. The customer can not claim any compensation for losses or lost profits due to malfunction or defect of the Products. Any returns of merchandise will be accepted only if authorized in writing by GE.

36. And 'understood that any complaints or objections do not entitle the client to suspend or delay payment of the products in dispute, or, even less, of other supplies.

37. If the complaint for defects or malfunction proves to be unfounded, the customer will be obliged to compensate all expenses GE (appraisals, cost assessment, etc.) Incurred by him for the verification of anomalous products and spoiled.

38. In any case, the guarantee does not apply if the product was supplied by GE present tampering and / or unauthorized modification or resulting from incorrect handling by the customer and / or by unauthorized personnel, if you fail to observe the instructions provided by the Customer Manufacturer's or GE, in the case of defects caused by use and / or improper storage of the customer.

39. The guarantee of smooth operation of the Product supplied is normally 12 months from the date of delivery to the customer unless agreed otherwise agreed between the Parties.
The Customer shall in no event will boast more guarantees than those of the Civil Code.

FORCE MAJEURE

40. GE will not be responsible for failure to fulfill his obligation, if he proves that such non-performance is due to an impediment or event (for example, fires, wars, kidnappings, disruption, strikes, stoppages and defects or delays in deliveries from suppliers) independent of its control and could not reasonably be required to provide at the time of conclusion of the Contract.

41. If the event or unable to continue to exist for a period of more than 50 (fifty) days, unable to fulfill the part may terminate this Agreement by notice in writing (fax, letter rr) to the other party, which can not claim no damages or other contractual penalty.

PROTECTION OF PERSONAL DATA

42. Pursuant to Art. 13 of Legislative Decree no. 196/03, the Customer declares to have been informed of the subjects and of the methods and aims of the processing of their data and to be aware of the rights under Art. 7 of Legislative Decree no. 196/03.

43. By signing this, the customer also expresses the consensus, so that GE collects, maintains, uses and "stretches" the data that comes into possession for promotional, commercial, accounting and tax related to the fulfillment of the Contract .
The Customer also authorizes GE to transmit their data to third parties qualified for legal obligations and / or contract-related and / or derived from the existing relationship with GE.

MISCELLANEOUS

44. Communications. Any communication to be performed under this Agreement shall be valid, unless otherwise provided for, if made in writing to the addresses indicated in the Offer to those disclosed later by the Parties. The communications which is not specifically provide for the form must be carried out by registered letter with acknowledgment of receipt or by e-mail certified.

45. Tolerance. Any conduct engaged in by the customer in breach of the conditions contained in the Agreement can be tolerated by GE through a written document, however, that tolerance, even tacitly or by conduct does not constitute waiver of the rights arising from the provisions violated or the right to require the 'exact fulfillment of all benefits due.

46. Assignment. E 'it reserved only to GE the right to assign to third parties the Agreement or the rights arising from it, such claims; the customer pays as of now its consent under 'art. 1407 cc

47. Completeness. The Agreement is the comprehensive regulation of relations between the parties with reference to the object, and supersedes all prior agreements, representations or commitment among themselves.

48. Jurisdiction. All disputes relating to the Agreement, including those relating to its implementation and / or interpretation and / or application, also originated from a tortious action, will be brought to the exclusive cognition of court of Santa Maria Capua Vetere, also in the case of connection of cause or call
Third party garanzia.

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