1. GENERAL INFORMATION
1.1 This document is intended for customers (hereinafter “Customers”) of FRATELLI COMUNELLO SPA (hereinafter simply COMUNELLO); its purpose is to inform customers about the contractual conditions that COMUNELLO shall apply in all the sales of its products (hereinafter GENERAL TERMS AND CONDITIONS OF SALE), unless otherwise agreed in writing, and which, in any case, are binding on and effective between the parties pursuant to art. 1341 of the Italian Civil Code.
1.2. COMUNELLO applies the Italian law in all contractual relationships involving the sale of its products, save for any specific derogations to be agreed and proved in writing.
1.3 The General Terms and Conditions of Sale listed here exclusively refer to products bearing the COMUNELLO trademark (hereinafter the “Products”).
2. OFFERS – QUOTES
2.1 The offers made by COMUNELLO to its Customers are effective for a maximum period of 20 (twenty) days from their submission; in any case they will have to be formalized in writing, including by email.
2.2. Upon expiry of the aforementioned deadline, the offer made by COMUNELLO shall be deemed cancelled and not acceptable by the CUSTOMER, unless otherwise specifically agreed in writing between the contracting parties
3.1 Purchase orders signed by the Customers and addressed to Comunello must be confirmed using the specific form prepared by Comunello (order confirmation), which each Customer has to sign and return to Comunello, precisely specifying the quantity of the goods bought and any additional features of the requested products.
3.2 The purchase contract shall be considered finalized and binding on the parties by means of:
a) confirmation of the purchase order by FRATELLI COMUNELLO SPA;
b) physical execution of the purchase order by FRATELLI COMUNELLO SPA, provided it is in compliance with the contents of the sale entered into between the parties.
3.3 Any amendment or addition to the individual provisions of the General Terms and Conditions of Sale or to the purchase order shall be ineffective unless approved in writing by COMUNELLO SPA. In the event changes are made to the purchase order after sending the form specified in paragraph 3.1., they shall have no effect if in the meantime Comunello has accepted the order or has implemented it in part; in any event, Comunello reserves the right to cancel the original purchase order and to suspend performance of the current one, requesting damages.
3.4 The Product delivery date specified in the purchase orders is always indicative and any delay of up to 30 days with respect to such deadline shall never constitute grounds for the CUSTOMER to claim damages against Comunello or to terminate the contractual relationship.
More specifically, Comunello reserves the right to extend the delivery date due to unforeseeable circumstances or force majeure or in any case for circumstances that could not be foreseen at the time of the sale (for example, difficulty in procurement of raw materials and components); if prior to delivery, the CUSTOMER is in a difficult financial situation or changes its legal form, Comunello shall be entitled to suspend performance of, and possibly terminate the contract.
4. DELIVERY AND SHIPPING
4.1 The Products are delivered to the Customer at the production site or at the registered office of Comunello (hereinafter “Delivery”).
4.2 If the Products are delivered Ex-works Rosà or Cassola (VI) Incoterms 2010, the risk is transferred upon delivery of the Products by FRATELLI COMUNELLO SPA to the Customer or to the carrier, the CUSTOMER being in charge of the transportation costs.
4.3 Unless otherwise agreed, FRATELLI COMUNELLO SPA shall establish, in the name and on behalf of the Customer, the type of shipment, the transport route and the carrier.
4.4 FRATELLI COMUNELLO SPA reserves the right to partially fulfil the purchase order or to partially deliver the products ordered. The Customer cannot raise any objection with regard to partial deliveries
and/or deliveries made by instalments. All Partial deliveries shall be invoiced individually and the payment time limits shall run from the date of each invoice. The payment of partial Deliveries may not be deferred until completion of all the Deliveries related to the original purchase order. The provisions of Article 4.1 shall also apply to partial deliveries.
5. PRICES AND PRICE LISTS
5.1 The price is as specified in the last Comunello price list for the products delivered to the Customer, including normal packaging and excluding shipping costs (hereinafter the “Price”). The last price list issued by FRATELLI COMUNELLO SPA cancels all previous price lists and, unless otherwise agreed, it shall be applicable to the sale.
6.1 Payment of the Price has to be made within the time limit agreed between the contracting parties. Failure to pay the price within the agreed time limit shall result in the application of interest for late payment in commercial transactions, to the extent provided by Legislative Decree No. 231 of 9.10.2002 as amended and supplemented. Default interest shall run from the expiry of the payment due date, subject to COMUNELLO’s right to seek compensation for any further damage.
6.2 The Customer may not make claims or raise objections against Comunello until the Price has been paid.
6.3 In the event of irregular payments, Comunello reserves the right to suspend the performance of all purchase orders, including those not affected by the delay or default by the CUSTOMER, without notice and with no right to compensation for the CUSTOMER.
7. RETURNS AND COMPLAINTS
7.1 Any complaints referring to either the quantity or the quality of the delivered Products must be made in writing within 8 (eight) days from receipt of the Products.
7.2 The Products returned shall be accepted by FRATELLI COMUNELLO SPA only after written agreement and exclusively with regard to new Products with their original packaging.
7.3 The Products must be returned using the appropriate transport document specifying the written permission of FRATELLI COMUNELLO SPA as well as the quantity and quality of the Products.
7.4 Returns shall not be considered accepted by FRATELLI COMUNELLO SPA unless they are returned in the manner specified above and, specifically, taking delivery of the Products at the headquarters or at the warehouses of FRATELLI COMUNELLO SPA may not be construed as acceptance of the returns.
7.5 The amount credited for returns not due to causes attributable to FRATELLI COMUNELLO SPA, shall be subject to a 30% deduction, to be regarded as a flat-rate assessment of the damage (penalty clause), charged to the Customer on account of the general, shipping, goods deterioration, age etc. costs incurred by COMUNELLO.
8.1 In business relationships or in case of products sold for professional use, this warranty is limited to the repair or replacement of product parts that FRATELLI COMUNELLO SPA acknowledges as defective, through equivalent re-manufactured Products (the “Conventional Warranty”); the warranty does not include the costs necessary for repairing or replacing the material (e.g. labour costs, rental of equipment etc) .-
8.2 The provisions contained in articles 1490 to 1495 of the Italian Civil Code shall not apply.
8.3 FRATELLI COMUNELLO SPA warrants the proper operation of the products within the limits indicated in 8.1 above. Unless otherwise agreed, the validity of the Conventional Warranty is 24 (twenty four) months from the production date, which can be found on the products. For actuators of the Showin line the warranty is 60 (sixty) months from the production date, while for the remaining products of the Automation Frame Line the warranty is 36 (thirty six) months from the production date. Further specifications are provided for the Gate Automation line: more details are indicated in the reference manual for use and installation. The Warranty shall be effective and binding on COMUNELLO only if the product has been correctly installed and maintained in accordance with the installation and safety rules set out in the documentation provided by COMUNELLO or otherwise available on the website www.comunello.com
8.4 The warranty does not cover: failures or damage caused by transport; failures or damage caused by defects in the electrical system of the buyer and/or by carelessness, negligence, inadequate or abnormal use of such system; failure or damage due to tampering carried out by unauthorized personnel or due to incorrect use / installation (in this regard, system maintenance at least every six months is recommended) or the use of non-original spare parts; defects caused by chemical agents and/or atmospheric phenomena. The warranty does not cover the cost
of consumables; in any event, COMUNELLO shall be entitled to a consideration for the work performed at the Customer, where such work proves useless as the warranty did not apply or because the customer had used the Comunello product in a negligent, reckless or incompetent manner, such that the proper use of the product could have avoided the work.
8.5 Implementation terms: unless otherwise agreed, the right to the Conventional Warranty is exercised by showing a copy of the purchase document (invoice) to COMUNELLO. Any defect must be notified to COMUNELLO within the time limit of thirty (30) days from detection of the defect.
The action must be exercised within the limitation period of 6 (six) months from detection of the defect. The Product parts for which the Customer requests application of the Conventional Warranty must be returned by the Customer to FRATELLI COMUNELLO SPA, Via Cassola 64, 36027 Rosà (VI) Italy.
8.6 The Customer cannot claim compensation for indirect damage, loss of profits, loss of production and in any case it cannot claim compensation for an amount that exceeds the value of the supplied components or products. All transport costs for Products that have been repaired or to be repaired, although covered by the Conventional Warranty, shall be charged to the Customer.
8.7 No external work carried out by Comunello technical staff is covered by the Conventional Warranty.
8.8 Specific amendments to the Conventional Warranty conditions described herein can be defined by the parties in their commercial contracts.
9. REPAIRS AFTER EXPIRATION OF THE WARRANTY
9.1 The Product repairs requested by the Customer shall be carried out by FRATELLI COMUNELLO SPA, subject to prior agreement on the cost of the work. In any case, labour and transport costs (return) shall be charged to the customer.
10. RESERVATION OF TITLE
10.1 The Products delivered to the CUSTOMER shall continue to be the property of FRATELLI COMUNELLO SPA until full payment of the Price by the Customer, regardless of who has possession of the Products. Transport costs and other costs necessary to recover the Products as well as extraordinary expenses and those that can be recovered, shall be charged to the Customer.
11. PATENTS, TRADEMARKS AND DISTINCTIVE MARKS
11.1 The Customer is aware that the Products are covered by patents and incorporate know-how and design that are the exclusive property of FRATELLI COMUNELLO SPA, pursuant to the Italian Industrial Property Code.
11.2 The Customer is expressly forbidden from infringing such FRATELLI COMUNELLO SPA’s rights; in any case, the Customer may not in any way remove, delete or otherwise alter the trademarks or other signs or distinctive marks of any kind affixed to Products; the Customer is likewise forbidden from affixing new ones of any kind. Any form of reproduction or use of the FRATELLI COMUNELLO SPA trademark and of any other distinctive mark on the Products is forbidden, without written authorization by
FRATELLI COMUNELLO SPA.
12.1 Pursuant to article 1456 of the Italian Civil Code, any delay of more than ten days in the payment, or any non-payment of the Price, including partial, by the Client, as provided for in Article 6 of these General Terms and Conditions of Sale, shall result in termination of the purchase contract and FRATELLI COMUNELLO SPA shall be entitled to seek compensation from the Customer for the damage suffered, in addition to restitution of the Products not paid by the Customer.
12.2 The notice referred to in the previous paragraph shall be sent by registered mail with return receipt or via certified email address (Pec).
13. AGREEMENT BETWEEN THE PARTIES
13.1 Any agreements, existing or that will take place between FRATELLI COMUNELLO SPA and the Customer, in relation to returns and payment methods, shall prevail over the provisions of these General Terms and Conditions of Sale.
14. APPLICABLE LAW AND JURISDICTION
14.1 The purchase contracts entered into in accordance with the General Terms and Conditions of Sale are subject to Italian law only, with the exclusion of any other legislation.
14.2 All disputes that may arise on the mentioned purchase contracts shall be subject to Italian jurisdiction and referred to the exclusive competence of the Court of Vicenza, including if the agreed payment method is by bank collection order or draft payable at the customer’s.
(Italy). The content of this catalogue is subject to change at any time and without notice by FRATELLI COMUNELLO SPA.