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General conditions of sale

Premise

Unless expressly derogated in writing, the following General Conditions of Sale of L&L Luce & Light s.r.l. (hereinafter “L&L” or the “Company”) shall govern all sales of products made by L&L (hereinafter the “Products”) to its clients (hereinafter the “Buyers”).

Final sale contract
Art. 1 Orders shall be submitted by the Buyer in writing and shall be irrevocable for the latter until confirmed by L&L and, in any case, for at least a 30 (thirty) working days after their receipt by the Company.

Art. 2 Offers or price quotations by L&L shall not be binding upon the latter, as they shall be deemed as simple invitations to offer addressed to the Buyer, the possible acceptance of which by the latter shall not be binding upon L&L. The sale contract shall, therefore, become final and binding only upon receipt by the Buyer of L&L’s written order confirmation, or when L&L commences execution of the order submitted by the Buyer.

Art. 3 Any term and condition not expressly stated in L&L’s order confirmation shall be deemed as not accepted by L&L. Should the order confirmation sent by L&L to the Buyer contain any modifications with respect to the order, such modifications shall be deemed to have been tacitly accepted by the Buyer after a 5 (five) working day term of receipt by the latter of such order confirmation, unless the Buyer gives written notice of disagreement to L&L.

Delivery and Shipping
Art. 4 Unless otherwise indicated in writing in L&L’s order confirmation, sales shall be made Ex Works (Incoterms 2010) L&L Povolaro di Dueville (VI) - Italy.

Art. 5 The Company shall provide the Products with standard packaging suitable for ordinary transportation and handling. Should a special packaging be required, the latter shall be invoiced at cost according to the agreements entered into on a time to time basis with the Buyer. Unless otherwise agreed in writing, delivery by L&L may be performed in multiple lots.

Art. 6 The indicated delivery terms shall be calculated in working days, and shall not be of the essence, a 30 (thirty) working day grace period being expressly agreed upon by the Parties. Should an advance payment on the order, the opening of a letter of credit or the issuance of a bank guarantee be agreed, delivery terms will start running as of receipt by L&L of such advance payment or of the documents confirming the effectiveness of the letter of credit or the bank guarantee. The abovementioned terms shall be suspended until notification by the Buyer of all technical and administrative data and information necessary for the proper fulfilment of the order. Terms of delivery shall be automatically extended in case the Buyer request any modification to the order after the sale contract being finalised and shall be automatically suspended in case the Buyer fail to pay any amount due to L&L even if such failure is not related to the pending order. Should the Buyer ask L&L to postpone the delivery of Products ready for shipment, L&L shall be entitled to decide whether to accept such postponement or not, being nevertheless entitled to issue the relevant invoice, thus causing the agreed payment terms to start. In such an event the Products shall remain in stock at L&L’s premises at the Buyer’s expense, amounting to a daily fixed sum of 0,5% of the Products’ net price, any risk being immediately transferred upon the Buyer.

Should the Buyer fail to collect the goods within eight days of receipt of the notice of Products ready-for-delivery sent by L&L, the Buyer shall, without prejudice to the provisions of Art. 7 hereunder,  reimburse L&L all stocking costs of the non-collected Products amounting to a daily fixed sum of 0,5% of the Products’ net price; in addition, L&L shall be entitled, at any time, to ship the Products at the Buyer’s cost and expense, by giving notice to the latter of the transport terms and conditions which L&L may determine at its own discretion.

Art. 7 LIQUIDATED DAMAGES CLAUSE. In case of cancellation of an irrevocable and/or confirmed order or in case of failure by the Buyer to collect all or part of the Products, L&L shall be entitled to forthwith terminate the agreement, and the Buyer shall pay a penalty in the amount of 30% (thirty percent) of the value of the cancelled and/or non-collected order, without prejudice to L&L’s right to claim compensation for any additional damage. In such an event if the Products ordered were non-standard product not included in L&L’s catalogue or goods specifically manufactured for the Buyer, such penalty fee shall amount to 70% (seventy percent) of the value of the cancelled and/or non-collected order.

Art. 8 Should L&L be prevented from meeting any delivery term due to delay or lack in deliveries by its suppliers, interruption or suspension of transport or utilities, strikes or union agitations, or any other cause beyond its reasonable control, the delivery term shall be suspended upon notification of such impediment to the Buyer. L&L shall not be held responsible for the abovementioned events, even if, upon their occurrence, L&L was late in complying with the agreed terms. In such case, as well in case the delivery is delayed for any other reason whatsoever, the Buyer shall not be entitled to any compensation or indemnity by L&L, which in turn shall still be entitled to full payment of delivered Products.

Prices and payment terms
Art. 9 Unless otherwise indicated in the order confirmation, prices of the Products expressed in Euro for delivery Ex-Works Incoterms 2010 L&L Povolaro di Dueville (VI) – Italy shall be those set forth in L&L’s price list in force at the date of the order confirmation.

Art. 10 Under no circumstances shall the price or discount confirmed by L&L for a specific order be binding also for the following orders.

Art. 11 Payment shall be performed according to the terms indicated by L&L in the order confirmation. Without prejudice to Art. 2 hereunder, should the Buyer have received from L&L an offer or a price quotation, payment shall be performed according to the terms indicated therein, or, in the absence, by advanced bank transfer upon dispatch of the relevant order to L&L; should the order be rejected by L&L, the latter shall return to the Buyer the advance payment received. Whatever is agreed with regard to payment terms, payment shall in any case be deemed due at L&L’s premises.

Art. 12 Checks or promissory notes may be issued by the Buyer only if such means of payment are expressly authorized in the order confirmation. If payment is to be made by bank transfer, the value date for the beneficiary must be the date on which payment is due according to the order confirmation.

Art. 13 Unless authorized in writing by L&L, any payments, discounts, authorizations to return goods and/or recognition of non-conformities of the Products made to or authorized by an agent shall not in any way be valid or binding upon L&L.

Art. 14 Products shall remain the sole property of L&L until full payment of the price or full cash by L&L of any possible checks, promissory notes, or any other negotiable means of payment have occurred, even if the transport documents have already been delivered.

Non-payment or delayed payment
Art. 15 The Buyer shall not, in any case whatsoever, suspend or delay payments, not even in the event of any dispute, claim or delay in delivery of the Products by L&L, or for any other reason, nor shall be entitled to set off any amounts for any reason owed by L&L with the price to be paid by the Buyer to the latter for the purchase of the Products. In the event of delayed payment, non-payment or partial payment, the Buyer shall be charged with overdue interests at the rate provided for under article 5 of Italian Legislative Decree no. 231/2002.

Art. 16 In any case of non-payment or delayed payment, in whole or in part, of any order by the Buyer, L&L shall in any case be entitled, at its sole discretion, with no warning or prior formal notice required: a) to forthwith suspend the manufacture, preparation or delivery of the relevant Products and/or of any other pending order, or to make the execution thereof contingent upon advanced payment; b) to terminate the agreement or any other pending order for breach of contract by the Buyer; c) to claim refund of all damages suffered as a consequence of the non-payment or delayed payment; and d) to retain, as penalty, the down-payment and any other amounts already cashed, without prejudice to L&L’s right to claim compensation for any possible additional damage.

Art. 17 Should the Buyer fail to pay any price instalment when due, or should any guarantee given by the Buyer to L&L be withdrawn or reduced, all sums due by the Buyer to L&L will automatically become immediately payable.

Warranty to the Buyer
Art. 18 Any weights, measures and dimensions as well as any other data contained in L&L’s catalogues or charts, made or supplied by L&L to the Buyer shall be intended to be for informational purposes only and shall not be binding upon L&L, unless the latter has given an express warranty in their respect.

Art. 19 L&L warrants to the Buyer that the Products are free from any defects in material and workmanship, within the customary  tolerances and the technical specifications. Unless otherwise agreed upon in writing by L&L, or unless an extension of the warranty term has been granted to the Buyer pursuant to the terms indicated on L&L’s website www.lucelight.it, the warranty in favour of the Buyer shall be valid for a 24 (twenty four) month period as of the date of delivery of the Products to the Buyer, and shall not be suspended for any reason whatsoever.

Art. 20 The Buyer shall examine each single Product immediately upon receipt. Should the consignment not comply with the quantity indicated in the waybill, or the Products be damaged in any way, the Buyer shall immediately notify in writing the carrier or the shipping agent thereof, and shall sue the carrier and/or the shipping agent for compensation, subpoena of forfeiture of any claims against L&L.

Art. 21 Without prejudice to the statute of limitation provided for under art. 1495 par. 3 of the Italian Civil Code, as well as to Art. 15 here above, within the warranty term provided for under Art. 19 hereof, the Buyer shall, subpoena of forfeiture of any warranty rights, notify in writing to L&L any defects and/or non-conformities in the Products within 8 (eight) days of their receipt, clearly indicating the defective Product, the relevant delivery date and the nature of the defect, and send to L&L copy of the purchase invoice together with the certification attesting the installation of the Product issued by the installer in accordance with the applicable regulations.

Likewise, within the warranty term provided for under Art. 19 hereof, any hidden defects of the Products not detectable upon receipt shall, subpoena of forfeiture of any warranty rights, be notified by the Buyer to L&L within 8 (eight) days of their discovery, pursuant to same procedures required for patent defects.

The Buyer shall maintain the defective Products at L&L’s disposal for a reasonable period of time in order to allow the inspections thereof, and shall not be entitled to return them in the absence of a prior written authorization by L&L.

Art. 22 Should the defects in the Products be timely notified by the Buyer and acknowledged by L&L, the latter shall provide, in the ordinary technical time necessary, for the free repair and/or replacement Ex -Works (Incoterms 2010) L&L Povolaro di Dueville (VI) - Italy of the defective Products or provide substitute products with the same essential characteristics. Any costs arising out of the dismantling, installation and/or replacement of the defective Products shall be borne by the Buyer, thereby including: daily allowances and travel expenses, lifting devices, scaffolding, or any other additional expenses. It is understood that should L&L perform any interventions required by the Buyer and not covered by the warranty, such interventions shall be charged to the Buyer according to the then prevailing L&L procedures and rates.

Art. 23 No other form of warranty intervention and/or compensation, whether agreed or provided under the law, may be claimed by the Buyer, any liabilities of L&L for any direct, indirect, incidental or consequential damages arising out of defects and/or non-conformities of the Products being expressly excluded and, to the extent allowed under applicable laws, specifically waived by the Buyer. In particular the Buyer expressly waives the right of redress provided under art. 4 of Directive 1999/44/EC.

Art. 24 This warranty for the Buyer only covers defects in material or workmanship of the Products, and applies under normal conditions of usage, transport, storage, maintenance, display and sale. Furthermore, this warranty shall apply only on condition that: 1) the Buyer is not late in any payment either or not related to the defective Products; 2) the  use of the Products is consistent with their technical characteristics and is in compliance and within the limits set forth under the installation instructions; 3) the Products are installed by qualified technicians in compliance with the installation instructions and the technical regulations; 4) the Products are powered with power devices supplied by L&L and, if necessary, installed in the L&L’s shuttering; 5) the installation of the Product is certified by the installer in accordance with applicable regulations.

Art. 25 The warranty shall not apply in the following cases: 6) the Products have been modified, altered or repaired by third parties not previously authorised by L&L; 7) the defects of the Product are due to unexpected or not reasonably probable events, including electric shocks, lightning or electrostatic discharges; 8) the electrical system is operating in an environment whose characteristics are not compliant with those required for a proper functioning according to the type and destination of the Products, including, by way of example, impulsive line noise, sudden power surges, excessive temperature or insufficient ventilation. In particular, and without prejudice of the generality of the foregoing, the warranty shall not apply to used or second-hand Products, in case of defects of Products caused by inappropriate conditions of storage, transport, custody, maintenance, display or sale by the Buyer (and/or by third parties) or defects of the Products due to fault of the Buyer (or of third parties), or failure to comply with the instructions and indications for use provided for by L&L.

Art. 26 Should the Buyer receive a complaint by a customer for alleged defects of the Products, the Buyer shall:
- refrain from making any acknowledgment or offer or from authorising any Products return;
- immediately inform L&L about such complaints;
- carefully examine the allegedly defective Products;
- provide L&L with a confidential report regarding the ascertained defects.

Upon receipt of said report, L&L may provide the Buyer with its instructions and the Buyer shall provide, if requested, all the assistance necessary to settle the claim.

Returned Products
Art. 27 No returns of Products shall be allowed unless previously approved in writing by L&L. The Buyer shall, therefore, inform L&L in writing before the Products approved for return are shipped. Returned Products shall always be delivered DDP (Incoterms 2010) L&L Povolaro di Dueville (VI) – Italy.

Governing Law
Art. 28 These General Conditions of Sale, as well as all sales ruled hereunder, shall be governed and construed in accordance with the laws of Italy, the application of the April 11th, 1980 Vienna Convention on the International Sale of Goods being hereby expressly excluded (with the exception of art. 11 thereof regarding the agreements’ freedom of forms, which shall apply).

Competent Jurisdiction and Arbitration Clause
Art. 29 Any dispute between the Parties arising out of or in connection with the sales ruled by these General Conditions of Sale:
a) shall be submitted to the exclusive jurisdiction and sole venue of the Courts of Vicenza, Italy, if the Buyer has its registered offices within the EU;
b) shall be settled by one or more arbitrators appointed in accordance with the Rules of Conciliation and Arbitration of the National and International Chamber of Commerce of Milan, Italy, if the Buyer has its registered offices outside the EU. The arbitrator or the arbitrating body will decide according to the applicable law and the award shall be deposited by the arbitrating body at the Secretary of the Chamber of Commerce of Milan within 6 (six) months from the constitution of the arbitrating body. The arbitration shall take place in Vicenza and will be held in English language.

Courtesy translation
Any translation of these General Conditions of Sale as well as any other contractual documents in any language other than English shall be deemed for courtesy purposes only. In case of any discrepancy of the courtesy translation with respect to the English version the latter shall prevail.

 

Vers. 2015-0.1