1. GENERAL REMARKS
1.1 These General Terms of Sale for W. M. Srl relate to the sale of Products offered by W. M. Srl (the “Products”) with “supply” meaning buying and selling/trading by W. M. Srl pursuant to articles 1470 and following of the Italian civil code.Consequently, for the purposes outlined below, “Company” or “W. M. Srl” is understood to be the company W. M. Srl with registered offices in Italy, 39053 Prato all’Isarco (BZ), Via Briè 15, VAT Number / tax code and registration number in the Companies Register of Bolzano 02295430215, as selling Company, while “Purchaser” or “Customer” is understood to be the party interested in the purchase, for itself or others, of the “Products” for whatever purpose or reason.
1.2 These General Terms of Sale aim to govern offers, Orders, contracts and agreements in general between the Company and the Customer (the “Orders”), unless agreed otherwise in writing by the parties.
W. M. Srl therefore rejects the general terms of the Customer and any third parties.These General Terms of Sale are understood to be supplemented by the Company’s (general and specific) technical provisions communicated by W. M. Srl in a written or verbal form, including through its agents and/or technicians.The General Terms of Sale and the Company’s general technical provisions are understood to be known either with access by the Customer to the premises of W. M. Srl (where these are displayed), receipt of these by post, fax, email, or with their publication on the website www.wm-on-ice.com, or when delivered by hand.
1.3 These General Terms of Sale and the Company’s general technical provisions also govern all commercial relations after the initial one, even if they are not expressly referred to in subsequent contractual relationships.
1.4 Any amendments and/or supplements to these general sales conditions requested by Buyers or third parties in general, will only be valid if they are formulated in writing and expressly accepted in said form by W. M. Srl.
Any declarations issued by co-workers of W. M. Srl will only be binding if they are confirmed in writing by the latter. Unless specified otherwise, all contracts with Buyers of W. M. Srl are sale and purchase contracts and for anything not expressly governed by the documents/elements making up an individual contract, the regulations of the Italian civil code pertaining to buying and selling shall apply, unless specified otherwise in a written form.
2. TECHNICAL DETAILS AND SALES DOCUMENTATION
2.1 With the signing of an order form, the Purchaser declares to know the product, as described in the technical drawings or images and accepts it without reservations and considers it suitable for its purposes and requirements. In the event of there being insufficient information, you may contact W. M. Srl prior to signing an order.
3. OFFER AND CONCLUSION
3.1 Our offers are not binding; a contract is validly concluded with our written confirmation of an order. In the event of Orders sent verbally or by telephone, the risk and costs linked to any nonconformities or defects shall be borne entirely by the Customer. Any ancillary agreements shall only be effective if confirmed in writing. Confirmed Orders are irrevocable and cannot be cancelled. Details contained in our printouts shall be considered binding only if they are expressly defined as such. In any case, the Company is permitted to make variations to technical details and models for the purpose of adapting these to the Products’ technological developments.Even after an order confirmation, the Company is not obliged to accept any request to amend the order but may at its discretion accept any such request and if applicable ask for a price increase. In any case, W. M. Srl shall not accept any request to amend Orders that is made by a Customer after the processing operations for the Products have commenced.
3.2 No order and no integration or amendment to the order and these General Terms of Sale shall be deemed valid unless made in writing. However, if the Customer makes amendments to the original requests that have already been agreed upon and the Company intends to execute the order as per the Customer’s amendments, it shall have the right to ask the Customer to pay a higher price if applicable.
3.3 An order confirmation by the Company is based solely on an order by the Customer. For this reason, the Company is not normally aware of the conditions of the locations where the Customer intends to use the Product and the intended use of the product by the Customer, nor shall it be required in any way to find out about this. The Company shall not accept any responsibility with regard to said aspects.
3.4 Unless agreed otherwise in writing by the parties, the terms set out in the EX WORKS clause of INCOTERMS 2020 shall apply to individual contractual relations generated by an order confirmation.
4. PRICES
4.1 Unless otherwise specified, prices are understood to be net of VAT as determined by the law. Unless otherwise specified, prices are understood to be in application of the conditions set out in the EX WORKS clause of INCOTERMS 2020, pertaining to the premises of W. M. Srl. (the plant situated in Prato all’Isarco). If the parties agree to different terms of sale in writing, the price shall also be adjusted and, in the event of the parties not being able to reach an agreement, this shall be determined by an equity standard. The sales price referred to does not include the costs for training the Customer’s staff or other special services, unless these have been expressly detailed by W. M. Srl in the order confirmation.
5. RETENTION OF TITLE AGREEMENT
5.1 The Products supplied by W. M. Srl are owned by the Company until the obligation to pay the price by the Purchaser has been fulfilled. During this period the latter is obliged to maintain the supplied Products in good conditions. The Purchaser is not authorised to cede, either entirely or partially, or assign to third parties, the Products covered by the retention of title agreement. In the event of a breach of this clause, the Purchaser automatically waives any claims towards the party which has acquired the property and shall be obliged to compensate any damage and/or charge resulting for W. M. Srl.
6. DELIVERY DEADLINE AND RESPONSIBILITY
6.1 All delivery deadlines for Products are understood to be set for purely indicative purposes and are never binding. Failure to deliver Products by the respective deadlines shall not result in the right to terminate the contract pursuant to article 1456 of the Italian civil code, or in the compensation of damages, or repayment of any penalties accruing against buyers or their assignees.
6.2 Any essential (or compulsory) delivery deadlines shall be agreed in writing by the parties, however, it is understood that, with regard to agreed delivery dates, the Company shall always be granted a period of tolerance of no less than one third of the number of days agreed for the delivery.
6.3 If the parties agree on a binding deadline, the Company shall not be liable for any delays in the delivery of Products that is accidental, attributable to force majeure or to any circumstances beyond its control. These circumstances shall include, by way of example but not of limitation, weather conditions, strikes, accidental events connected to transportation, delays in deliveries to the Company by its suppliers and/or sub-suppliers in general, repairs to machinery. In such cases, the agreed deadlines shall be extended for a period of time equal to that during which the accidental or force majeure events occurred or for a reasonable and suitable period of time based on the consequences of these events.In any case, the Company shall not be liable for a breach resulting from causes beyond its control and will. These causes shall include, by way of example and not of limitation: accidents, force majeure, strikes, fires, riots, abductions, embargoes, flooding, storms, whirlwinds, hurricanes, prohibitions on the transfer of currency, problems relating to the transport network or means of transport, pandemics, lack of raw materials, limitations in the use of energy, production downtime in the premises of the Company or the premises of its suppliers, technical difficulties deriving from the type of order or its execution which make production impossible, unreliable or defective, as well as all facts the Company may claim as reasons for delay and/or exemption from Sale, impediments caused by carriers or hauliers and any other event not attributable to the Company. Should such conditions occur, the Company reserves the right to withdraw from the contract and reimburse any advances it has received, after deducting any costs it has already borne for the execution of the Order, and shall not be required to pay any indemnity or compensation.
6.4 In any case, the Company shall only be liable for damages caused to its Customer in the event of delays in performance or non-performance if this is intentional or the result of gross negligence. This also applies for information on materials and use of the latter.
6.5 The Company shall only be liable to its Customer up to the limits of the guarantees provided to the latter, even where the Customer seeks recourse for any actions brought against it by its own respective customers. Therefore, the Customer is obliged to hold the Company harmless from any action promoted against it directly by final consumers or third parties for any reason or cause not covered by the warranty provided to the Customer itself.
7. PAYMENT CONDITIONS
7.1 Unless agreed otherwise, the following payment conditions shall apply: 100% of the price prior to the scheduled delivery date. The payment shall be made in Euro to W. M. Srl before the deadline specified in the order confirmation. Any banking fees and other charges shall be borne by the Customer.
7.2 In the event of the payment deadline not being respected, starting from the respective payment deadline date, interest on arrears shall apply at the level established by the law (in the event of private customers) or at the level established in legislative decree 9 October 2002 no. 231 (in the event of customers with an economic activity). Failure to make payments by the agreed deadlines, including partial amounts, shall give W. M. Srl the right to suspend any supply, even if this is not directly connected to the order in question. In any case, failure to make a payment by the agreed deadlines shall automatically result in the entire amount in the order confirmation becoming due prior to the supply.
8. SOLVE ET REPETE
8.1 The Customer’s exceptions do not entitle him to avoid or delay its payment obligations. Disputes of any nature shall not give rise to the right to suspend payments. The Customer is not authorised to withhold or offset payments with any amounts due for Products.
9. WARRANTY
9.1 The warranty on a product that is delivered shall have a duration of 12 months from the delivery date, it being understood that this shall be the date on which the product is made available to the Customer in the Company’s plant. The warranty shall cover defects and imperfections of structural and functional components, on condition that the product is subject to regular maintenance work. The warranty shall not cover parts subject to wear and tear, or damages due to improper use or a use that is not compliant with the user instructions. Moreover, the warranty shall not cover any damages arising in the event of a prolonged lack of use and any other indirect damage to the product. In the event of product repair or amendment which is carried out or attempted independently by the Purchaser or other parties not authorised by W. M. Srl, the warranty shall be voided. In any case, the warranty shall not cover travelling expenses, labour and transportation costs.
10. COMPLAINTS
10.1 Under penalty of forfeiture of the warranty, visible defects and missing parts must be reported promptly and in any case, no later than eight days from delivery, while hidden defects shall be reported within eight days of being discovered. In the absence of the above, goods will be deemed to have been accepted without reservations and shall be considered free from defects. Consumers are granted a term of two months from the delivery date to report visible defects and have two months to report on any hidden defects from the date on which these are found.
10.2 The sale must be performed adequately. The Customer is required to check the Products at the time of their delivery to verify their conformity with the Order, the absence of any defects that are not hidden and the existence of the accompanying documentation. The above shall also apply in the event of partial deliveries.In the event of complaints relating to Products, at the time of delivery the Customer shall formulate a specific reservation in the delivery note.
11. COPYRIGHT
11.1 Any technical and commercial documentation (samples, catalogues, prospectuses, photographic and audiovisual representations, etc) provided by W. M. Srl shall remain the exclusive property of the latter. Any use, reproduction, dissemination or representation of this documentation may take place exclusively with a written authorisation by W. M. Srl and up to the limits specified in the respective authorisation.
12. EXPRESS TERMINATION CLAUSE
12.1 If the Customer has bills or cheques protested, enforcement actions brought against it, is declared bankrupt or any insolvency proceedings are commenced, or if the Company receives news of the Customer’s financial situation worsening, it shall have the right to immediately request the collection of all its credits, including those not yet due, and shall also have the right to terminate all ongoing contracts and charge the Customer the agreed price for any production that has already been executed, as well as 10% of the agreed price for Orders that have not yet been performed, without prejudice to its right to request any additional damages.
13. SEVERABILITY CLAUSE
13.1 In the event of a clause in this contract or a part thereof breaching any mandatory laws or being invalid or challengeable for whatever reason, this shall not affect the effectiveness of the remaining provisions. In such cases, the contracting parties undertake to reach an agreement on a valid and effective regulation that is as close as possible to the financial objective of the previous provision.
14. GOVERNING LAW
14.1 The contractual relations between Customers and the Company shall be governed by Italian law.
15. LANGUAGE
15.1 These general conditions of contract are drafted in various languages, however in the event of any inconsistencies, the version published in the Italian language shall prevail.
16. GOVERNING LAW/JURISDICTION
16.1 Any dispute between the Customer and the Company relating to their contractual relations shall be subject exclusively to Italian jurisdiction. The Courts of Bolzano shall have exclusive jurisdiction over any such dispute. W. M. Srl is allways entitled to bring its actions before the Courts at the Customer’s adress.
17. INFORMATION ON DATA PROTECTION
17.1 Pursuant to article 13 of legislative decree 196/2003 and articles 13 and 14 of Regulation (EU) n. 2016/679, W. M. Srl with registered offices in Via Briè 15 - 39053 Prato all’Isarco (BZ), in its capacity as data controller, hereby informs you that personal data collected in even a verbal form, directly or through third parties, that is stored in the Company premises in a hard copy or electronic format, shall be used exclusively to fulfil contractual, tax and accounting obligations or any other legal obligations, and for the management of customers and suppliers, for the purposes of control and analysis, and for presenting material for administrative, commercial or promotional purposes. The provision of the requested/collected data is necessary for fulfilling the above obligations. Failure to consent to the processing of data may result in it not being possible to conclude the contract. Data processing is carried out manually or with electronic instruments by authorised people appointed in compliance with the law and informed on the limits set forth in legislative decree 196/2003 and Reg. (EU) n. 2016/679; processing is also carried out in such a way as to ensure the confidentiality of data and prevent access to it by unauthorised persons. For the above and for reasons of expediency, personal data may be sent to authorities, agencies, consultants and other freelance professionals, credit institutions, insurance companies and customers. Following a simple request addressed to the data controller, data subjects can exercise the rights in articles 7 and following of legislative decree 196/2003 and in art. 12 and following of Reg. (EU) n. 2016/679. At the same time, the Customer undertakes to process the personal data of the Company W. M. Srl that is or which comes into its possession, in compliance with the obligations set forth in article 13 of legislative decree 196/2003 and in articles 13 and 14 of Reg. (EU) n. 2016/679.