Terms and Conditions: these general terms and conditions of sale if Variati Spa (GT).
Variati: Variati SpA, having its office at Concorezzo, via Monte Rosa n. 49/51, 20863 (MB),VAT number IT 06320090969. Any changes to the Variati’s company name or registered office will not produce any effect on the validity and effectiveness of these “General Terms”.
Purchaser: means anyone-enterprise in individual or corporate form-that requests from Variati the supply of products.
Agreement: any agreement and/or legal act between Variati and the purchaser, from Variati.
1.2 Scope of application and effectiveness:
The general Terms apply to all sales made by Variati and regulate all future relationships between the Variati and the Purchaser, even in absence of an express reference.
Other terms that differ from the following will not be applied, unless otherwise agreed in writing with Variati Spa. The terms and conditions are expressly approved by the Purchase in all their parts, unless otherwise communicated within 2 business days by e-mail to Variati (at the following address: firstname.lastname@example.org), after receipt of the order confirmation.
Any change from “General Terms” will not produce effects unless agreed in writing between Variati and the Purchaser.
By accepting the Supplier’s Order Confirmation, the Purchaser expressly waives the application of its General Terms of Purchase.
Any invalidity or ineffectiveness or enforceability of the other clauses.
2. Delivery terms:
The indicated delivery terms are understood not to be mandatory and any delays will not legitimate the Purchaser to claim indemnities or compensation of any nature or type.
The products – even if they are, based upon specific agreements, sold without transport charges – always travel at the Purchaser’s full and exclusive risk.
Payments must be made to Variati’s registered office, by the deadlines indicated on the invoice. In event of payment delays, the Purchaser will automatically be charged with default interests at the rate indicated by Italian law N° 192 dated 09/11/2012 in relation to EU Directive 2011/7/EU231/2002, with effect from the invoice due rate.
Advance or partial payments are always understood to be allocated first to cost recovery, than to interest coverage and, finally to the payment of the goods.
The Purchaser may not make to Variati any complaint, dispute or claim, neither by action nor objection, unless it has duly paid in full all amoust invoiced by Variati.
5. Minimum order:
Minimum order € 500.
The waiting time for unloading products tolerated by transporter send from Variati is 2 hours. If the vehicle must wait beyond that time, for each extra waiting hour or fraction hours, the Purchaser will be charged with the amount of € 50,00/h plus VAT.
7. Verification-Complaints and disputes:
The Purchaser must control the suitability of the Product upon delivery of the same, and in any case prior to using them.
This prior essessment constituites a burden of ordinary diligence for the Purchaser and in absence of the same, in accordance with Art. 122 of the Italian Civil Code, no compensation shall in any case be paid by Variati.
The Purchaser loses any right if it fauils to report in writing to Variati its claim within 8 calendar days from delivery of the products, except as stated in the following point.
In any case, any defects or deformities (both qualitative and quantitative) of the Products must be reported in writing, prior to the same being unloaded or poured into the Purchaser’s packaging or tanks.
Any hidden defects, objectively not identifiable despite a careful verification of delivered Products, must be reported, within a period of 10 days from discovering the same and in any case not beyond 90 days from the delivery date. After this period any guarantee automatically ceases.
In the event of supplies with multiple deliveries, any complaints, even if made promptly, will not exonerate the Purchaser from the obligation to collect or pay for all ordered products.
8. Liability and force majeure:
Subject to the limit set out in Art.1229 of the Italian Civil Code, Variati is not liable for any direct or indirect damages of any nature (expressly including any production stop) which might result from the supply and use of the Products.
If the Products are supplied that do not comply with the stated characteristics or are different from those ordered and if the Purchaser has in any case promptly reported in writing the defect or deformity of the Product, Variati’s liability will be exclusively limited to the replacement of the Product at its expense, or, at its discretion, the return of the Product at its expense and reimbursement of the payment (or part of the payment) if already received.
Variati is any case exonerated from liability in the case of lack of or incomplete supply due to company and /or general strikes, insurrection, war, natural or nuclear disasters, fires, lack of raw materials and/or energy sources and more generally, due to any other event or circumstance constituting. Cases of force majeure. Upon the occurrence of such a circumstance, Variati will give written communication thereof to the purchaser and will be entitled, at its sole discretion, to revoke the acceptance of the order (returning to the Purchaser, in that case, any advance payments without additional interest) or to establish a deadline, not exceeding 60 days, to proceed with the supply.
9. Right of withdrawal:
Variati may withdraw from the contract at no cost where events or circumstances occur that alter market stability, money value the general market conditions of the industries producing the Product and/or the raw materials and procurement conditions.
Variati will also be entitle to withdraw from the contact at no cost where proceeding are made against the Purchaser referring to injunction, enforcement or precautionary proceedings or any insolvency proceedings which are bought forward against the later.
11. Governing rules:
For anythings not expressly provided in this General Terms of sales, reference is made to the rules of Italian Law and to the Guide to the Standard of Industry Practices of the Province of Milan for the trade of chemical products for Industry, approved in the latest version by Chamber of Commerce Industry Craft and Agricolture of Monza Brianza.
12. Court with Jurisdiction:
Any dispute relating to the interpretation, validity, implementation and/or termination of these General Terms and individual sales contracts regulated by the Parties is attributed to the exclusive jurisdiction of the Court of Milan, with express exclusion of any alternative forum that may be provided by law.