Terms of sale, payment and delivery
1. Conclusion of contract
The following terms and conditions for sale, delivery and payment apply to all contracts entered into with us. The purchaser acknowledges these terms and conditions by not revoking the acceptance of our order confirmation. Only a written document, clearly identifiable as a cancellation and not the routine return of differing general business or purchase terms and conditions, will be accepted as a revocation. Deviations from the conditions listed here apply only when they have been confirmed in writing by us for the particular order in question.
Additional agreements made - which differ from the conditions outlined in these terms and sales conditions- with our employees, sales representatives and sales agents are only valid if we confirm them in writing for the respective order.
An order only then becomes binding for us when we have provided written confirmation.
If the orders are executed immediately after being received, the invoice counts also as order confirmation.
Any reasonable changes made to the construction and to chosen materials can be made also after the order confirmation is sent, without having to inform the client.
The creditworthiness of the purchaser is pre¬sumed at conclusion of a contract. If, at a later point in time, we receive information leading us to doubt the creditworthiness, then we are enti¬tled to deliver on "collect on delivery" terms or to cancel the contract if the purchaser is not able to provide the securities we require in order to be able to fulfill the contract terms.
Delivery dates are always approximate. They are respected wherever possible but are not binding. Delivery dates may be delayed due to force majeure, machinery breakdowns, fire, strike or other business interruptions, by shortage of raw materials, sub-contractor's delivery delays or failure to deliver, extremely high level of sick¬ness, or events resulting in similar circumstances.
For delivery delay, the purchaser can withdraw from the contract only if he has set us an additional time limit on a minimum of four weeks by registered letter. Further claims based on delay in delivery, in particular claims for compensation for damage, are excluded.
Goods purchased by call-forward notice must be accepted within a period of 3 months, unless other terms have been explicitly agreed. At the end of the call-off period, we are entitled, but not committed, to deliver the goods.
Goods bought for collection by the purchaser can be delivered to forwarding agents two weeks af¬ter production at the expense and risk of the purchaser, as long as no longer period has been agreed. A charge will be placed for the delivery of the goods.
The shipment – also if DAP – will be at the purchaser’s risk. In most cases, goods are delivered disassembled for transport reasons. The unloading of the goods is always care of and charged to the purchaser.
Packaging is included in the purchase price. If desired or necessary special packaging, such as for marine or air transport, will be charged separately at cost price. The packaging is only taken back if sent back to us carriage paid.
3. Prices and terms of payment
Our prices are in EUR, ex works Sand in Taufers, excluding VAT, duty unpaid and untaxed. The wages and material costs valid at the time of contract completion form the basis of the contract. Increases in these costs in the period from contract conclusion to delivery of the goods (if longer than three months), entitle us to increase the prices accordingly.
The sales price is payable in advance before loading the goods, unless other terms have been agreed in writing.
Payments made are used to cover first the oldest invoices, so that discounted amounts can only then be accepted, if all our permitted discount periods are adhered to. Bank drafts do not count as payment. Default or overdue payment of the amount by the due date agreed, will entitle us to claim overdue interest in accordance with the Italian law as well as reminder and collection fees.
The sales price for all delivered goods becomes payable immediately, regardless of any terms and conditions of payment which were earlier agreed upon, if the purchaser falls into arrears by more than 14 days, or if doubt as to his creditworthiness arises (cf. paragraph 1, item 3). This also applies to demands from earlier deliveries, even if invoices have already been issued. The purchaser has no right to hold back payments nor count on counterclaims. The noncompliance with our terms and conditions of payment relieves us from the commitment of further deliveries, but not the purchaser from his obligation to accept delivery.
4. Formal complaints
Defects, which are recognized immediately upon delivery (transport damage and others), must be noted in writing on the shipping documents. Hidden defects, as long as these are transport defects, must be reported to the forwarding agent within 3 days, other damage which is not transport damage, must be reported to us within 3 days.
If the complaint proves justified, we can choose whether to repair the defect or to deliver replacement parts. Further purchaser claims, especially for damage compensation, are excluded.
Small measurement differences and deviations from drawings, diagrams or descriptions, of RAL- or other colors as well as deviations in various parts of furniture made from the same type of wood, in terms of structure and wood color or finish are often unavoidable and do not affect the product quality. Wood is a natural material. Therefore, wood cracks, color differences, bending or graying because of weathering is not a defect and has to be tolerated. Varnished wood in unprotected outdoor areas has to be maintained permanently. Depending on the location, we recommend an after-treatment at a distance of 1 to 3 years. Such cases, therefore, do not justify a complaint.
We cannot give warranties for color changes due weather influences.
For damages that may arise due to improper handling or installation by the client, we assume no liability. The installation instructions supplied together with the product are to be used to guide installation operations. The installers must anyhow be experienced and must know how to install this kind of product.
Under certain circumstances, rust spots or rust similar phenomena (e.g. flash rust) might occur on stainless steel surfaces. The reason for this is contact with rusting, externally supplied iron parts of the environment and not the material itself. Therefore, this phenomenon is not a defect.
For returns without prior notification and without our explicit permission, we reserve the right to refuse acceptance at the expense of the sender. Authorized returns have to be properly packaged to avoid further damages.
5. Reservation of ownership
The goods remain our property until full payment. If the goods are resold prior to full payment, then the purchaser transfers any claims resulting from the resale against the third party to us. The transfer is to the amount of our demands. If only part of the goods are resold, the transfer is then limited to that part of our demands which applies to the goods resold.
6. Safeguarding of know-how – drawings – technical documents
The client decisively undertakes not to disclose any technical or commercial information or any other data which he might learn about during the contractual relationship. In the event of any breach of the above on the part of the client, the seller reserves the right to claim compensation for damages. Likewise, all technical and commercial documents, drawings and designs that Euroform K. Winkler s.r.l. might exchange with the client during performance of the contract will be subject to the same confidentiality clause. In the event of any information and/or technical or commercial data disclosed by the client proving to be in violation of the right of industrial property or of the know-how or trademarks and/or patents of third parties, Euroform K. Winkler s.r.l. may not, for any reason whatsoever, be held liable for said violation. In the event of the seller proving to be involved in any dispute and/or legal proceedings, lodged against him by third parties for the violation of trademarks, patents, know-how or other industrial secrets resulting from information and/or documents received by the client, the latter undertakes to indemnify and relieve Euroform K. Winkler s.r.l. from any economic request for compensation and from any direct and/or indirect cost.
With regard to supplies made based on the samples or drawings sent to us by the client, the client shall be held liable for any violation of third party industrial property rights (design, drawings and models, trademarks, patents, registered utility models). In detail, we assume that the client is aware of any existing industrial property rights.
Should we be charged with violation of industrial property rights pertaining to the design of a product requested by the purchaser, the purchaser will exonerate us from whatever claims made to this regard.
7. Order cancellation
A placed order can be cancelled or revoked by the purchaser only within 2 working days from the date of order. If this is not done within the aforementioned 2-day period, we are entitled to insist on the acceptance of the goods or to charge at least 10% (to be defined by us) of the contract value as an administration fee. For customized products and special colors, we have to insist on the acceptance of the ordered goods.
8. Other items
Our products are protected by law; it is not permitted to copy them. We may recall designs, drawings, diagrams etc. at any time. They may not be made accessible to third parties without our express written consent.
The possible invalidity of one of our sales, delivery and payment terms does not affect the validity of the remaining terms and conditions.
9. Personal data protection
Personal data are processed in compliance with the provisions of EU Regulation GDPR 2016/679. Further information is available at our website: https://www.euroform-w.com/de/privacy/.
10. Place of fulfillment and jurisdiction
Exclusive place of fulfillment and jurisdiction is Bozen (South Tyrol, Italy). This also applies for bank drafts and check commitments, which are entered into with the contract.