GENERAL TERMS AND CONDITIONS OF SALE AND WARRANTY – FOR ALL Surl
) DEFINITIONS
The parties to this sales contract are:
- The “Seller”: For All Surl, VAT No. 04297880231, with registered office in Bussolengo (VR);
- The “Buyer”: the professional entity that submits the “Purchase Order” to For All;
- The “Purchase Order”: the formal request for supply that the Buyer submits to For All; it may consist of a form, including a pre-filled form, sent by the Buyer to For All, or the acceptance of the “Sales Offer” possibly proposed by For All. It is binding only upon the Buyer; any indications or conditions stated therein shall in no way be binding upon the Seller unless expressly accepted in the “Order Confirmation”;
- The “Sales Offer”: the specification of a possible supply that For All may propose to the Buyer based on its specific requests and containing the essential conditions for such supply; it is not binding on the Seller, does not constitute a sales proposal, and may be adopted by the Buyer through the “Purchase Order” for the purpose of acceptance by the Seller;
- The “Order Confirmation”: the Seller’s express acceptance of the Purchase Order; it contains the “Special Conditions” and is the only act that determines the conclusion of the contract;
- The “Warranty Period”: unless otherwise specified in writing between the Parties, the period during which the warranty is valid; for product purchases, it runs from the earlier of the date indicated on the purchase invoice and the date on the delivery note / transport document;
- The “Products”: the goods subject to supply and sale as specified in the Purchase Order accepted by For All;
- The “Price”: the cost of the individual products or of the supply as a whole, definitively indicated in the Order Confirmation issued after receipt of the formal Purchase Order from the Buyer;
- The “General Conditions”: these general terms and conditions of sale;
- The “Special Conditions”: any specific provisions applicable to the individual contract, which prevail over any previous differing indication by the Parties; they are contained in the Order Confirmation and shall be deemed approved if not immediately contested;
- The “Contract”: the agreement between the Parties for a supply, formed progressively by the Sales Offer (where applicable), the Purchase Order, and concluded with the Seller’s acceptance through the uncontested Order Confirmation.
2) CONCLUSION OF THE CONTRACT AND SCOPE OF APPLICATION
By submitting the Purchase Order, the Buyer declares acceptance of these General Conditions, which govern the entire contractual relationship; they replace and supersede any prior or different agreements and correspondence relating to the same contract.
No amendment to these General Conditions, even if apparently supported by the conduct of the Parties, shall be deemed agreed unless made in writing and signed by the Parties or their duly authorized representatives.
These Conditions shall prevail over any general or special purchase conditions of the Buyer, even if referred to in the Purchase Order. Execution of the Purchase Order by the Seller, even in the absence of an Order Confirmation and even by way of derogation from Art. 1326 of the Italian Civil Code, shall in any case entail exclusive application of these Conditions unless otherwise expressly agreed in writing.
Together with these General Conditions, the contractual documentation for each supply shall include the Sales Offer (if any), the Purchase Order, the Order Confirmation containing the Special Conditions, and any subsequent appendices signed by both Parties.
The order and contract shall be deemed finalized only upon the Seller’s communication of the Order Confirmation to the Buyer and under the conditions stated therein. Each order shall give rise to a separate contract.
The Seller undertakes to send the official Order Confirmation within 72 hours from receipt of the Purchase Order, except in case of impediments or delays due to procurement needs.
The Order Confirmation is generated and transmitted electronically and does not require a signature for acceptance.
The Special Conditions contained in the Order Confirmation shall prevail over any previous differing indications and shall be deemed approved if not contested within 72 hours via certified email (PEC). During this period, the conclusion of the contract remains suspended. Failure to contest shall result in final acceptance and commencement of production.
Cancellation of an accepted order for standard products may be granted only if production has not yet started. Otherwise, the Buyer must accept the goods. Orders for custom products cannot be cancelled under any circumstances.
For communications relating to this Contract, unless otherwise specified, each Party’s commercial email address and certified email (PEC) address as indicated in the Offer and Order Confirmation shall apply.
3) OFFERS, PRICES AND SUPPLY CONDITIONS
Unless otherwise specified, Seller’s offers are valid until updated and in any case for 30 (thirty) days. After such period, they must be reconfirmed or updated.
The Seller may modify its price lists at any time at its discretion.
Prices indicated in the offer and confirmed in the Order Confirmation do not include VAT, taxes, duties, transport costs, or other charges. Prices include standard packaging unless otherwise agreed in writing. Special packaging requested and agreed in writing shall be at the Buyer’s expense.
4) DELIVERY, ACCEPTANCE AND RETENTION OF TITLE
Products shall be delivered at the place and time indicated in the Order Confirmation. Delivery dates are not essential terms under Art. 1457 of the Italian Civil Code.
The Seller shall not be liable for delay or non-performance due to force majeure as described in Article 12.
Unless otherwise agreed, deliveries for orders above €1,000 shall be carriage paid (DDP), excluding remote areas or oversized goods. For orders below this amount, delivery is ex works.
The Buyer must inspect packaging upon delivery. Goods shall be deemed accepted if no written complaint is received within 7 (seven) days.
Risk passes to the Buyer upon delivery. Ownership transfers only upon full payment, with retention of title pursuant to Art. 1523 of the Italian Civil Code.
5) PRICE AND PAYMENT
The Price is specified in the Order Confirmation.
The Seller may adjust prices if, after Order Confirmation, changes are requested or production costs increase (including raw materials, energy, import/export costs). The Buyer expressly accepts such adjustments.
Payments must be made according to the terms specified in the Order Confirmation. Bank charges are borne by the Buyer unless otherwise agreed.
Late payment shall result in default interest pursuant to Legislative Decree 231/2002.
6) BUYER’S ADDITIONAL OBLIGATIONS
The Buyer shall cooperate fully, provide required information and documentation promptly, and ensure compliance with applicable regulations.
Delays exceeding 7 days in providing necessary information may result in storage costs and extension of deadlines.
Minor lighting differences in repaired or replaced products shall not constitute grounds for complaint.
7) PRODUCT WARRANTY
The Seller warrants that its products are free from manufacturing and material defects. Unless otherwise specified, warranty is 5 years or 50,000 operating hours. Wear parts (e.g., batteries) are excluded.
Third-party products and spare parts are covered by a 1-year warranty.
Warranty applies only to the first purchaser and is non-transferable.
The Seller may repair, replace, or refund at its discretion. Replacements may include new or refurbished components with equivalent functionality.
Warranty claims are valid only if:
- The Buyer is compliant with payment obligations;
- The defect is reported within 8 days;
- The product is returned within 15 days if requested;
- The product was used and installed correctly.
Warranty excludes incidental costs, transport, improper voltage, vandalism, force majeure events, and other exclusions detailed above.
Maximum LED luminous flux reduction is approx. 0.4% per 1,000 hours and is not covered.
The Seller is not liable for indirect or consequential damages.
8) EXPRESS TERMINATION CLAUSE
The Seller may terminate the Contract immediately pursuant to Art. 1456 of the Italian Civil Code in case of:
- Non-payment;
- Insolvency procedures;
- Changes in company ownership;
- Impediment lasting over 30 days.
Delivery may be suspended until payment is made. Additional damages may be claimed.
9) LIMITATION OF LIABILITY
Seller’s maximum liability shall not exceed the value of the Order. Indirect damages, including loss of profit or reputational harm, are excluded.
10) INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights (patents, trademarks, domain names, designs, software, know-how) remain the exclusive property of the Seller or its licensors. The Contract grants no rights thereto.
11) CONFIDENTIAL INFORMATION
All technical and commercial information exchanged is deemed confidential. The Buyer shall maintain confidentiality for 3 years and not disclose such information except as required by law.
12) FORCE MAJEURE
Neither Party shall be liable for failure or delay due to events beyond reasonable control (natural disasters, war, governmental measures, pandemics, energy shortages, etc.).
13) ACTS OR OMISSIONS OF THE BUYER
The Seller shall not be liable for non-performance caused by the Buyer’s acts or omissions.
14) GENERAL PROVISIONS
The Parties remain independent contractors. No agency or partnership relationship is created.
Invalidity of any provision shall not affect the remainder of the Contract.
The Buyer may not assign the Contract without prior written consent of the Seller.
15) GOVERNING LAW AND JURISDICTION
This Contract is governed exclusively by Italian law. The Court of Verona shall have exclusive jurisdiction over any dispute.
16) ACCEPTANCE OF GENERAL CONDITIONS AND UNFAIR TERMS
By submitting the Purchase Order, the Buyer declares having read and unconditionally accepted these General Conditions.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Buyer expressly approves the following clauses:
- Contract Formation (Art. 3)
- Acceptance of Goods and Retention of Title (Art. 4)
- Warranty Limitations and Exclusions (Art. 7)
- Express Termination Clause (Art. 8)
- Limitation of Liability (Art. 9)
- Prohibition of Assignment (Art. 14)
- Exclusive Jurisdiction (Art. 15)
