1. GENERAL
These general terms of sale contain the contractual discipline resulting from the acceptance by Martellato s.r.l., with registered office at Via Rovigo 1/b 35010 Vigonza (PD), registered with the Padua Companies Register, no. REA PD-221929, VAT no. 02327740284, of the customer's purchase proposal/order and replace the versions contained in previous catalogs/price lists, as well as any other agreement reached between the parties, except as may be agreed in writing from time to time for each individual customer and/or for each individual order, in derogation of these general terms of sale.
These general terms of sale are updated as of 25/10/2021, without prejudice to the right of Martellato s.r.l. to modify them at its sole discretion, also in relation to market trends and the products marketed.
In any case, the most updated version of the general terms of sale will be published on the website www.martellato.com. Therefore, the customer is required to verify the text of the current general terms of sale at the time of submitting the purchase proposal/order, which will apply to the contract with Martellato s.r.l. in case of acceptance of the customer's purchase proposal/order by the latter.
All descriptions and illustrations contained in the Martellato s.r.l. paper catalog (the "Catalog") or in other commercial documentation of Martellato s.r.l. are intended solely to provide the customer with a general idea of the products or articles and shall not constitute part of the contract between Martellato s.r.l. and the customer. These general terms of sale do not apply to exports of products or articles outside the Italian territory, for which different contractual conditions are provided. However, in the event that the products or articles supplied to the customer in Italy are subsequently exported by the customer, it shall be the responsibility of the customer to obtain, at his own expense, all necessary licenses and authorizations, also complying with the rules relating to exports between Italy and the destination country.
2. PRICES
The prices listed in the Martellato Price List are exclusive of VAT, which will be applied at the rate in force on the date of invoicing. The prices indicated in the Martellato Price List may be subject to change. In the event that the price of the product or article ordered listed in the Martellato s.r.l. price list in force at the time of receipt of the order is different from that indicated by the customer in the order form, Martellato s.r.l. will contact the customer within eight working days from the receipt of the order, and the customer will have the option to confirm or not confirm the purchase order within the following three working days. Where prices are not expressly indicated or in the case of supplies related to items not present in the Catalog, prices must be specifically agreed and confirmed in writing by Martellato s.r.l. before the product is shipped.
3. PURCHASE ORDERS
Purchase orders may be submitted by the customer in the most suitable manner for the customer, including through the Website. The order will be considered as a contractual proposal. The acceptance of the order by Martellato s.r.l. will be made by means of a specific order confirmation.
4. DELIVERIES
Shipping costs (including packaging and product storage costs), unless otherwise indicated by the customer and agreed with Martellato s.r.l., are borne by the customer. Martellato s.r.l. will indicate the delivery times in the order confirmation. However, it is understood that the delivery terms are not essential. Martellato s.r.l. will specify the shipping costs in the order confirmation. If Martellato s.r.l. foresees that it will not be able to meet the indicated delivery times, without this entailing any liability towards the customer, it will communicate the new delivery conditions of the order to the customer. Unless otherwise agreed, delivery will be made to the address specified by the customer in the order.
5. EXAMINATION OF PRODUCTS, DELAYS, AND NON-DELIVERY
The customer is required to carefully examine the goods received at the time of delivery and to notify Martellato s.r.l., within 8 (eight) days of delivery, of any defects found - or discoverable - as a result of such examination, or to make any other complaint regarding the products. In the event that the customer does not make the above communication, the items will be considered definitively accepted and compliant with what was requested in the order, without prejudice to the possibility, exercisable within and not beyond 1 (one) year from delivery, of asserting any hidden defects, provided that the relevant complaint is made within 8 (eight) days of their discovery (in accordance with article 1495 of the Civil Code). It is understood that the customer may refuse delivery by the carrier of packages with damaged packaging and must immediately inform Martellato s.r.l. thereof, or may "Accept with Reservation" the material by indicating on the document the type of breakage found, for example "damaged pallet", "open carton", "broken carton", "open package", "broken boxes", etc.; otherwise, the delivered goods will be deemed fully accepted in the condition they are in at that time.
6. RISK AND OWNERSHIP TRANSFER
Ownership of the goods passes to the customer when the goods are delivered to the carrier for delivery to the customer, without prejudice to what is provided for in the previous paragraph 5. The goods travel in any case at the risk and peril of the customer, it being agreed that each shipment is made on precise assignment and account of the customer and that, therefore, Martellato s.r.l. is released from any liability upon delivery to the carrier or to the customer if the latter decides to collect the goods personally or through its own representative. In case of non-payment, Martellato s.r.l. shall have the right to avail itself of any remedy provided by law, including enforcement or repurchase of possession under article 1519 of the Civil Code. Where necessary to enable Martellato s.r.l. to exercise and protect its rights, the customer shall allow Martellato s.r.l., its employees, and agents, access to its premises solely for the purpose of collecting unpaid products. It is understood, however, that Martellato s.r.l. shall in any case have the right to claim full compensation for any damages suffered as a result of the customer's default.
7. WARRANTY
Martellato s.r.l. will replace or repair the products or items supplied, or refund the related price, if, despite the customer's correct and diligent use, defects are found, which must be reported to Martellato s.r.l. within and not beyond 12 (twelve) months from the date of delivery, or within any different period indicated by Martellato s.r.l. for specific items, or established by law. The items, or the components or parts thereof to which the complaint refers, must be returned to Martellato s.r.l. within the time period indicated by the latter, adequately packaged, with shipping at the customer's expense and in accordance with any special instructions that Martellato s.r.l. may have given at the time of supply or subsequently. The returned items, or components or parts thereof, must be accompanied by a note containing a description of the defect, as well as the number and date of the invoice or delivery note. The warranty provided for in this paragraph is valid on the condition that the product has been installed, connected, and used correctly and diligently by the customer in accordance with the technical and operational instructions and indications provided by Martellato s.r.l. or contained in the Catalog and in any other commercial documentation of Martellato s.r.l. The warranty does not cover defects and malfunctions caused by the customer's negligence or failure to comply with such instructions or by normal wear and tear or tampering of the product. The warranty provided for in this paragraph is provided by Martellato s.r.l. as the sole and exclusive remedy for defects and non-conformities of the products or items supplied, to the exclusion of any other liability of Martellato s.r.l., contractual or non-contractual. In particular, it is agreed that Martellato s.r.l. shall not be liable for any direct, indirect, consequential, or punitive damages, or for any other damages, losses, costs, or expenses of any kind suffered by the customer or by third parties in relation to the products or items supplied, or for any other reason.
8. PRODUCT INFORMATION AND AVAILABILITY
Unless otherwise stated, the characteristics of the purchased item or product, with particular reference to its safety, are indicated in the Catalog or user manual, if available. It is the responsibility of the customer to verify, in advance, the suitability of the product or item for the intended use. In any case, Martellato s.r.l. reserves the right to cease offering any product, or to make changes to the specifications of products or items, at any time, even without notice and without having to provide justification for such a decision. Martellato s.r.l. recommends customers to verify the dimensions and other data related to the products published in the Catalog or on the virtual showcase of the website www.martellato.com.
9. LIMITATION OF LIABILITY
Without prejudice to the above, it is agreed that the liability of Martellato s.r.l. towards the customer, contractual or non-contractual, for any reason or cause, may not, under any circumstances, exceed the price paid by the customer for the products or items to which the liability refers. In the event that the customer, for any reason, fails to pay the price in full or in part, Martellato s.r.l. shall in any case have the right to avail itself of the limitation of liability referred to in the preceding period, without prejudice to its right to take action to recover the sums due. Martellato s.r.l. shall in no event be liable for any delays or failures in the performance of its obligations due to events or causes beyond its reasonable control, including, but not limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, earthquakes, floods, fires, sabotage, or other similar causes, or measures taken by public authorities.
10. USAGE LIMITATIONS
Products and articles sold by Martellato s.r.l. are intended exclusively for uses described in Martellato s.r.l.'s Catalog and/or in the user manual where available and/or on the showcase of the website www.martellato.com. Martellato s.r.l. is in no way responsible for consequences arising from the use of its products in contexts other than those for which they were designed.
11. PAYMENTS
Payments can be made according to the following methods
1. By bank or postal transfer
2. In cash, within the limits permitted by applicable laws
3. With a credit card.
4. Cash on delivery
5. Bank receipt
Martellato s.r.l. reserves the right to request cash payment, within the limits permitted by applicable laws, or to propose further and different payment methods. Any payment conditions different from those above must be agreed in writing with Martellato s.r.l. before placing the order. All payments will be made to the benefit of Martellato s.r.l. without the customer being able to raise any offset, deduction, or counterclaim. In case of non-payment within the agreed time frames, starting from the day after the payment deadline, late payment interest will accrue on the amount due, without the need for formal notice, in accordance with Legislative Decree 231 of October 9, 2002, as last amended by Legislative Decree 192/2012. In this regard, unless otherwise agreed with Martellato s.r.l., the payment terms for amounts due from the customer are those provided for in Article 4 paragraph 2 of Legislative Decree 231 of October 9, 2002, regarding the accrual of late payment interest. Martellato s.r.l., within the limits allowed by law, reserves the right to claim compensation for any further damage, as well as reimbursement of any costs or expenses incurred for the recovery of its credit, including legal fees. In case of any delay in payment, all amounts then due from the customer to Martellato s.r.l., also in relation to other supplies, shall become immediately due and payable in full, with any payment extension granted by Martellato s.r.l. being deemed revoked for this purpose and the forfeiture of any possible benefit of the term.
12. CURRENCY
Payments must be made in Euro;
13. COUNTRY OF ORIGIN
Unless otherwise communicated in writing to the customer, the information contained in the Catalog does not constitute, nor should it be understood as, a statement of the country of origin, preferential origin, processing, production, or assembly of the products or any part thereof.
14. RETURN OF MARTELLATO S.R.L. PRODUCTS
No returns of items will be accepted without the prior written consent of Martellato s.r.l., except as provided in the previous paragraphs "Warranty" and "Passage of Risk and Ownership." After obtaining Martellato s.r.l.'s consent, in order to be eligible for a refund, the customer must return the items under the following conditions:
1. The items must not have been used and must be returned in the same condition as received by the customer.
2. The return must be made within 15 (fifteen) days from the date of the purchase invoice.
3. If the sales conditions do not contain specific instructions (and these have not subsequently been indicated by Martellato s.r.l.), all parts or components possibly added to the product or item by the customer must be removed before returning to Martellato s.r.l.; otherwise, Martellato s.r.l. will be authorized to remove and/or eliminate all additional parts.
4. The items are returned to Martellato s.r.l. at the customer's expense and risk. Products to be returned to Martellato s.r.l. must be properly packaged and sent to Martellato s.r.l. - Via Rovigo, 1/B, - 35010 Vigonza PD.
15. FORCE MAJEURE
In the event of force majeure or unforeseeable circumstances, Martellato s.r.l. may delay the processing of the order and, in such a case, communicate the delay to the customer; the customer, within 48 hours of receiving the communication from Martellato s.r.l., shall have the right to cancel the order in whole or in part. In none of the aforementioned cases shall Martellato s.r.l. be held liable for the delay, cancellation, or impossibility of delivery.
16. COPYRIGHT AND PATENTS
Martellato s.r.l. notifies the customer that the items presented in the Catalog or on the website www.martellato.com may be subject to a patent, trademark, copyright, or other industrial or intellectual property rights owned by Martellato s.r.l. or third parties. Martellato s.r.l. holds the copyright to the Catalog, the reproduction of which, in whole or in part, without the prior written consent of Martellato s.r.l., is prohibited.
17. CONTRACTS CONCLUDED WITH CONSUMERS
If the customer qualifies as a consumer, the provisions on consumer protection shall apply, including those of the Consumer Code (Legislative Decree September 6, 2005, no. 206 and subsequent amendments), which are not derogated from by these general conditions. In particular, if the consumer customer has concluded the contract outside commercial premises or through distance selling, they shall have the right to withdraw from the contract without any penalty by sending, within 14 (fourteen) working days from the date of receipt of the purchased items, a specific communication, by letter sent by post, to Martellato s.r.l. - Via Rovigo, 1/B, 35010 Vigonza PD or by email to martellato@martellato.com. The withdrawal letter, stating "I hereby notify the withdrawal from the sales contract of the following goods…," must also contain the following information: Martellato s.r.l.'s order confirmation number, customer's personal data (including tax code), customer's phone number and/or email address. In case of exercising the right of withdrawal, the purchased products must be returned to Martellato s.r.l., intact and properly packaged, within 14 (fourteen) working days from the date of sending the aforementioned communication, at the customer's expense, to the following address: Martellato s.r.l. - Via Rovigo 1/b, 35010 Vigonza (PD). Upon exercising the right of withdrawal, Martellato s.r.l. will promptly refund to the customer any consideration received.
18. LEGAL WARRANTY OF CONFORMITY
The Legal Warranty of Conformity (or Legal Warranty) is provided for by the Consumer Code in articles 128-135 and establishes the seller's liability for defects in conformity of goods sold through its sales channels. The Legal Warranty provided for by the Consumer Code is reserved for consumer customers. All products presenting a defect of conformity existing at the time of delivery and manifesting within 24 months from the purchase date are covered by the Legal Warranty. The conformity defect must be reported to the seller within 2 months from the date of discovery of the defect.
19. MODEL OF ORGANIZATION PURSUANT TO LEGISLATIVE DECREE No. 231/2001
The customer acknowledges being aware of the current legislation on the administrative liability of legal persons and, in particular, the provisions of Legislative Decree June 8, 2001, no. 231. In this regard, the customer declares that their behavior is guided by principles of transparency and fairness, in strict compliance with legal provisions, and is aware of the documents relating to the Code of Ethics and Conduct adopted by MARTELLATO S.R.L.
20. PERSONAL DATA PROCESSING
Martellato s.r.l. processes the personal data of its customers in accordance with legal provisions, according to the methods and for the purposes specified in the Privacy Policy published at the following Internet address: www.martellato.com - "Privacy & Policy" section. For any information in this regard, the email address martellato@martellato.com is available.
21. JURISDICTION
For any dispute relating to the interpretation, execution, validity, or termination of these general terms of sale, the Court of Padua shall have exclusive jurisdiction, without prejudice to the mandatory rules on territorial jurisdiction and on alternative dispute resolution applicable from time to time. These general terms of sale are governed by Italian law, to the exclusion of any conflict of laws rules.