1- SCOPE; EXECUTION OF THE AGREEMENT
These general terms and conditions of sale (“GTC”) apply to all products, accessories and / or complementary items and / or services (“Products”) sold and / or supplied by L’akilem S.r.l, its agents and / or by its representatives (“LAKILEM”) to the customer (“Customer”).
These GTC are the only document that regulates the relations between LAKILEM and the Customer (“Parties”), and are considered accepted, even tacitly, upon acceptance of the offer by the Customer, and cancel, prevail and replace in full all other terms and conditions to the contrary (including those eventually proposed, even at a later date, by the Client or any other agreement that otherwise regulates or otherwise the agreement between the Parties) and / or which have a different content compared to what is indicated here.
LAKILEM will be able to commit itself to different conditions and / or additional and / or additional with respect to what is indicated in these GTC only and exclusively in writing and as a result of express negotiation between the Parties.
LAKILEM’s failure to exercise a right deriving from these GTC does not constitute a waiver of the same, or any other right whatsoever and / or reason, but exclusively tolerance by LAKILEM without this implying any acceptance of anything or otherwise may cause any damage to LAKILEM. In any case, the Customer waives any action of any right that is based, even partially, on the aforementioned tolerance.
In the case of nullity and / or invalidity and / or ineffectiveness and / or cancellation of a clause of these GCS, in whole or in part, the other clauses of these GTC remain fully valid and effective and the Parties may renegotiate the aforementioned clause according to criteria of strict good faith; in the event that such renegotiation is not possible, if it did not exist or was not concluded within 15 days from the day of the ascertained nullity, the provisions of the applicable law shall be applied.
2- PRICES; TERMS AND CONDITIONS OF PAYMENT
Prices (“Prices”) are indicated on the website. Unless otherwise agreed in writing by the Parties and following negotiation between them. Prices are expressed in Euro with the unit of measurement metric ton. Prices include what is indicated from time to time in the special conditions and / or in the offer and / or in the order confirmation.
Prices must be paid net of all expenses, discounts and / or taxes, according to the times and methods indicated on the invoice.
In the event of non-delivery, unless the delay and / or non-delivery is attributable to willful misconduct or gross negligence of LAKILEM, for the purposes of commencement of the payment deadline shall be deemed to be the dispatch date indicated from time to time in the particular conditions and / or in the offer and / or order confirmation.
LAKILEM reserves the right to request the payment of the Products for cash as soon as the goods are ready, or to dispatch, and to grant payment terms deferred in the manner established by LAKILEM, with the understanding that these GTC apply, save as expressly otherwise agreed in writing by the Parties.
In case of delayed payment with respect to what is indicated from time to time in the special conditions and / or in the offer and / or in the order confirmation or requested by LAKILEM and / or agreed by the Parties in writing, the default interest of Legislative Decree 231/2002 shall apply, and LAKILEM shall have the right to terminate the sale agreement (or as otherwise qualified and / or qualifiable) as well as any other existing contracts with the customer due to the loss of trust in the Customer , and the Customer agrees acknowledging the adequacy of the reasons for the termination in these cases.
LAKILEM shall be also entitled in these cases to stop any supply in the case of a continuous and / or periodic contract or not to provide any supplies still to be carried out and / or not yet carried out, while the Customer shall not have any right to claim anything for any reason and / or reason, not even as compensation for damages, remaining otherwise responsible to any and any title and / or reason any damage that may arise to LAKILEM from the non-fulfillment or the incorrect and / or delayed fulfillment of the Client’s payment obligation in the applicable time limits.
LAKILEM has the right to retention and / or compensation of any sums paid by the Customer, also in relation to other existing contracts with the same party.
3- PASSAGE OF PROPERTY AND RISKS
Unless otherwise agreed in writing, the Customer acquires the ownership of the Products with full payment of the invoice and / or invoices issued by LAKILEM, but takes any risk inherent to the Products as established by the incoterm applicable, and, in case of non-application of any incoterm, from the moment of delivery by LAKILEM to the first carrier and / or to the forwarder and / or to the Customer, if the delivery takes place directly.
In case of transformation and / or assembly of the Products with other products, LAKILEM will become the sole owner of the final product in case the other products are his property, subject to the law.
Where the Customer is in default of its payment obligation, LAKILEM will become co-owner in the case of transformation and / or assembly of the Products with other products in the event that the other products are owned by the Customer and / or third parties; in this case, the Customer will be able to resell the final product only after authorization by LAKILEM and will be solely responsible in relation to the Products and the final product.
4- TRANSPORTATION; PACKING; DELIVERY TERMS; TESTING
Unless otherwise agreed in writing, delivery of the material takes place by DHL. Unless otherwise agreed in writing, LAKILEM can freely determine the mode of transportation, save as provided by the rules of the applicable Incoterm.
In case of delay in transport, LAKILEM, without prejudice to the case of willful misconduct or gross negligence, can not in any way be held responsible for any reason and / or reason and the Customer must bear any additional expenses (including, merely exemplary and non-exhaustive, any storage costs).
For shipments that the Customer directly deals with, also by means of a carrier and / or forwarder, LAKILEM cannot be held responsible for anything whatsoever, including, but not limited to, damages to the Products and / or to the carrier and / or to third parties as a result of load conditions (ie lack / excess of stowage, excessive load distribution).
Unless otherwise agreed in writing, in relation to packaging, LAKILEM is in no way responsible for loss and / or damage to the Products, except in cases of willful misconduct or gross negligence.
Any special packaging methods must be expressly requested by the Customer and the relative cost will be charged to the same.
The terms of delivery of the Products, agreed between the Parties and indicated in the invoice or in the offer or in the documentation intended for this purpose, are indicative and do not involve any assumption of responsibility by LAKILEM, unless otherwise expressly agreed otherwise in writing.
Possible delays (including, but not limited to, non-exhaustive, those due to lack of raw materials and / or electricity, machine breakdowns, interruptions of the railway service and / or other services connected with the transport of goods, where applicable; lack of vehicles or cargo wagons, mobilizations, insurrections, blocking or war in supplier states of raw materials, suspension of services by employees, occupation of the establishment, floods, public disasters, natural disasters, floods, fires, explosions, storms , earthquakes, wars, acts of terrorism, sedition, insurrection, sabotage, strike, any measures and / or dispositions by public authorities, even foreign, that prevent the fulfillment of one’s obligation by LAKILEM, or, also by way of example and not mandatory, provisions intended to limit and / or to regulate differently with respect to the time of conclusion of the contract with the Customer, and any other deed or fact, even of a different nature from those listed, which exceeds the ability to control reasonably and reasonably concrete from LAKILEM as producer, seller and / or importer) cannot therefore bring to any liability of LAKILEM for any reason and / or reason, nor do they entitle the Customer to compensation for damages or termination of the existing contract with LAKILEM, unless otherwise agreed in writing.
5- WARRANTIES AND CLAIMS
LAKILEM undertakes to do its best efforts in order to deliver the Products as agreed and with reference to the standards applied in the sector.
Possible claims for Products not corresponding to what has been agreed must be proposed within 8 days from the delivery of the Products to the Customer in case of evident and / or detectable defect at first sight (as an example and not mandatory, defects due to oxidation, dents, breakdowns, generic cuts and / or obvious and / or superficial and / or easily seeable damage) or within 8 days from the day of the discovery of the defect, if hidden, under penalty of forfeiture, and in any case within one year of delivery.
After the expiry on one year from delivery, any right of every and any nature to the Customer shall be forfeited and elapsed.
Any complaints do not entitle the Customer to suspend the payment, even partial, of the price of the Products, nor to suspend any service and / or not fulfill any obligation even with reference to other relationships existing between the Parties.
6- FORCE MAJEURE
LAKILEM is not responsible for events of force majeure from the time the risk is transferred pursuant to Article 3 of these GTC and without prejudice to the provisions of Article 3 of this GTC.
If it has not been possible to remedy the consequences of such incorrect or omitted executions within a reasonable time, the party crediting such benefits will have the right to terminate the contract unilaterally.
7- TAXES
Any and all taxes of any kind and / or nature relating to any sale agreement and to any LAKILEM Products and to any other agreements are charged to the Customer.
8- APPLICABLE LAW; COURT
Any and all disputes possibly arising from these GTC and / or from any agreements in place in the relationship between LAKILEM and the Customer, the Court of Milan (Italy) has exclusive jurisdiction and Italian law shall apply.
9- FINAL CLAUSE
These GTC have been expressly referred to and negotiated by LAKILEM during the negotiation with the Client as well as in the offer of LAKILEM, and the Customer has explicitly adhered to these GCS also by accepting the offer of LAKILEM, therefore not applying the articles 1341 and 1342 cod. civ.