GENERAL TERMS OF SALE
1. General terms and conditions
The General Terms and Conditions of Sale apply to all transactions finalised between Devon&Devon and the Purchaser without the need for an express reference to them or a specific agreement to that effect at the time of finalisation of each individual Agreement. Any different conditions and/or terms shall only apply if confirmed in writing by Devon&Devon. The General Terms and Conditions of Sale shall be supplemented by the provisions of the Italian Civil Code and Italian Legislative Decree No. 206/2005 (Consumer Code) where applicable. Devon&Devon reserves itself the right to amend, supplement or change the General Terms and Conditions of Sale without providing any notice. The General Terms and Conditions of sale are drafted in Italian and translated into additional languages. In the event of doubts with regard to interpretation, also at the time of dispute, the version in Italian is the only one which shall prevail.
2. Definitions
When interpreting the General Terms and Conditions of Sale, the following terms shall be construed as follows:
a) Purchaser: the natural or legal person to whom the Order Confirmation and/or invoices are addressed;
b) General Terms and Conditions of Sale: these terms;
c) Order Confirmation: the document issued by Devon&Devon upon the Purchaser's request, containing, inter alia, the following: list of Products and related prices, estimated delivery date, product delivery terms, any documents relating to Tailored Products;
d) Agreement: the sale and purchase agreement which is finalised by: (a) the issue by Devon&Devon of an Order Confirmation and its formal acceptance by the Purchaser; or (b) for repeat Purchasers, the issue by Devon&Devon of an Order Confirmation and its execution;
e) Devon&Devon: Devon&Devon S.p.A.;
f) Parties: Devon&Devon and the Purchaser;
g) Product(s): the products included in Devon&Devon's catalogue, which once indicated in the Order Confirmation become the subject matter of the Agreement between the Purchaser and Devon&Devon;
h) Tailored Products: the Products developed and made to measure for the individual Purchaser;
i) Website: the website www.devon-devon.com
3. Purpose of the Agreement
The Agreement exclusively covers the Products indicated in the Order Confirmation. The characteristics and data of the Products resulting from catalogues or any other documentation produced by Devon&Devon shall be considered purely indicative and shall not be binding for said Devon&Devon. For the description of the Products and any of their technical specifications, only the technical fact sheets of the Products published on the Website as of the date of issue of the Order Confirmation shall be deemed valid. For Tailored Products only the technical fact sheets attached to the accepted Order Confirmation shall be valid.
4. Orders and Order Confirmation
The Order Confirmation sent by Devon&Devon has the validity of a contractual proposal; acceptance by signing and/or written confirmation by the Purchaser leads to the finalisation of the Agreement and is an essential condition, together with the payment of any advances, for proceeding with the execution of the order. Likewise, the exchange of communications between the repeat Purchaser and Devon&Devon shall lead to the finalisation of the Agreement. It is understood that counter-proposals by Devon&Devon to repeat Purchasers shall be deemed accepted if not challenged in a timely manner.
Merely by way of example, Devon&Devon may refuse the Purchaser's order, or withdraw from the Agreement, if:
1. the Purchaser has previously been in breach, for any reason whatsoever, vis-à-vis Devon&Devon;
2. the Purchaser is registered on the list of protests or is subject to enforcement proceedings;
3. the Purchaser is in a state of compulsory or voluntary liquidation, or has filed for or is subject to insolvency proceedings;
4. the Purchaser is in such a condition as to jeopardise the regular payment of the goods covered by the Agreement, on the basis of analyses carried out for the purposes of prevention and control of the risk of insolvency, fraud control and credit protection.
Devon&Devon reserves itself the right, in any case, to make the acceptance of each order subject to specific payment terms and/or the issue of a suitable guarantee. Any additions or changes made to the order, even via sales agents of Devon&Devon, shall not be binding on Devon&Devon, who may accept or reject them without prejudice to the original Agreement.
Acceptance of the Order Confirmation by the Purchaser automatically implies acceptance of these General Terms and Conditions of Sale. In addition, each time the Purchaser forwards an additional order to Devon&Devon, it simultaneously accepts and ratifies these General Terms and Conditions of Sale once again.
During the implementation of the Agreement, the Purchaser may not object to or make reservations on any facts, circumstances and/or conditions that depend directly or indirectly on their lack of knowledge of the provisions of the General Terms and Conditions of Sale.
Depending on the type of Product sold, Devon&Devon reserves itself the right to apply - at its sole discretion - additional terms and conditions with respect to these General Terms and Conditions of Sale, to be indicated in the Order Confirmation.
5. Supply and shipment
Unless agreed otherwise, the supply of the goods is understood to be Ex Works (2020 Incoterms), care of the Devon&Devon warehouses. In any event, whatever the product delivery terms agreed upon by the Parties, the risks of loss of and damage to the Products pass to the Purchaser with delivery to the first carrier.
6. Prices and Payment terms
The prices of the Products are exclusively those stated in the Order Confirmation.
The payment terms shall be those specified in the Order Confirmation. Payments shall be made without any deduction for offsetting or claims for compensation. If the Purchaser fails to make payment by the agreed deadline, the Purchaser shall be liable to pay default interest calculated in accordance with Italian Legislative Decree No. 192/2012. Failure to or late payment, for any reason whatsoever, shall entitle Devon&Devon, without prejudice to any other action, to: (i) demand immediate payment of all the Products ordered by the Purchaser; or alternatively (ii) cancel the execution of the orders in progress, retaining by way of compensation that which has already been paid, without the Purchaser being entitled to claim for indemnifications or anything else.
7. Delivery terms
Delivery terms vary depending on the Products ordered and the specific requests made by the Purchaser, if accepted. The delivery terms requested by the Purchaser must always be indicated in the order, while the delivery terms included in the Order Confirmation are to be considered indicative and are not binding for Devon&Devon. Any extension thereof shall not entitle the Purchaser to any compensation, all exceptions excluded.
Devon&Devon reserves itself the right to make partial deliveries.
Upon receipt of the goods readiness notification - which Devon&Devon shall send in writing - the Purchaser is obliged to collect the Products as soon as possible, and in any case within a maximum period of 30 (thirty) calendar days from the aforesaid notification, subject to full payment of the outstanding amount if envisaged. Failing this, Devon&Devon may charge the Purchaser - by way of compensation for warehouse storage costs incurred - the sums indicated below:
(i) from the 31st to the 90th day of storage:
a) € 100.00 (Euro one hundred) for each month or fraction of a month of delay for standard size pallets (60x80 - 80x120 - 80x140);
b) € 200.00 (Euro two hundred) for each month or fraction of a month of delay for non-standard size pallets;
(ii) from the 91st to the 180th day of storage:
a) € 200.00 (Euro two hundred) for each month or fraction of a month of delay for standard size pallets (60x80 - 80x120 - 80x140);
b) € 400.00 (Euro four hundred) for each month or fraction of a month of delay for non-standard size pallets;
(iii) from the 181st to the 365th day of storage:
a) € 1,000.00 (Euro one thousand) for each month or fraction of a month of delay for all types of pallet.
After the Product has been in storage for more than one year (from the receipt of the goods readiness notification), the Sale and Purchase Agreement shall be deemed automatically terminated pursuant to Article 1456 of the Italian Civil Code and Devon&Devon shall be entitled to retain, if already paid by the Purchaser, or vice versa to collect, an amount equal to the sum of: (i) advance paid and (ii) warehouse storage costs. Any excess amounts collected will be returned by Devon&Devon to the Purchaser.
If the Product purchased and not collected belongs to the Tailored category Devon&Devon shall be entitled to retain/receive - by way of compensation - an amount equal to the sum of: (i) 100% of the price of the Products and (ii) 100% of the storage costs.
8. Retention of Title
All Products delivered by Devon&Devon shall remain the property of Devon&Devon until the occurrence of both of the following conditions: (i) payment in full of the agreed price, and (ii) collection of the Products by the Purchaser in the event of an EXW delivery, or delivery of the Products in the event of different delivery terms.
The Buyer shall refrain from any act or conduct that would prevent Devon&Devon from validly exercising this right.
9. Complaints
Any complaints relating to the condition of the packaging, quantity, number or external features of the Products (apparent defects), shall have to be reported to Devon&Devon by e-mail sent to the following address: customercare@devon-devon.com within 8 (eight) days from the delivery of the Products, as per the agreed return policy, and in any case before their installation/positioning. Any complaints relating to defects not detectable by diligent inspection upon receipt (hidden defects) shall be notified to Devon&Devon by e-mail sent to the following address: customercare@devon-devon.com under penalty of forfeiture, within 8 (eight) days from the date of discovery of the defect and in any case no later than 24 (twenty-four) months from delivery. Any claims or disputes shall not entitle the Purchaser to suspend or in any case delay payments for the Products under dispute, nor for other deliveries.
10. Defects and warranty
Unless agreed otherwise in writing between the Parties, Devon&Devon guarantees that the Products shall be free from defects and faults for a period of twenty-four (24) months from the date of delivery to the Purchaser. Devon&Devon does not recognise any defects and faults resulting from improper use of the Products, transportation if at the Purchaser's expense, inadequate storage and maintenance, incorrect installation, force majeure event, fault or negligence of Purchaser. The warranty envisages, at Devon&Devon's discretion, the replacement or repair of the Products, which shall be returned to Devon&Devon's premises at the Purchaser's expense. The Products replaced or repaired under warranty shall be subject to the same warranty for a period of 24 (twenty-four) months as from the date of the repair or replacement. If Devon&Devon's liability is established, it shall not exceed the price of the Products in respect of which a complaint has arisen, additional damages and/or compensation for any reason whatsoever being excluded. No damages may be claimed from Devon&Devon for any delays in carrying out repairs or replacements. In the event that the Purchaser has notified the defects within the envisaged timescales but, upon examination, no grounds for the complaints made emerge, Devon&Devon shall be entitled to compensation for the expenses incurred in connection with the notification of the defects. In any event, the Purchaser shall not be entitled to enforce any warranty claims vis-à-vis Devon&Devon if it has not paid the price under the agreed terms and conditions.
11. Acts of tolerance
In no event shall any failure on the part of Devon&Devon to exercise any right constitute a waiver of the right to demand exact performance, such omission having to be qualified as a mere act of tolerance.
12. Personal data protection
The personal data provided by the Purchaser will be processed by Devon&Devon in accordance with the Customer and Supplier disclosure which can be consulted via the following link: https://www.devon-devon.com/it_en/privacy-policy-suppliers-clients
13. Applicable law and Jurisdiction
For any dispute arising from the interpretation and execution of the Agreement and the General Terms and Conditions of Sale, Italian law shall apply and the Law Court of Florence shall have exclusive jurisdiction, to the exclusion of any other competing or alternative jurisdiction. In all cases, Devon&Devon reserves itself the right to take action care of the court competent in relation to the Purchaser's headquarters for action aimed at debt recovery. In this case, the local law shall apply.