1. For the purposes of these general contractual conditions, the following definitions shall apply: - KOLBEN: the company KOLBEN S.r.l. based in Faenza (RA) in Via R. Sella n. 17-19, fiscal code and VAT number 03367860362; - CUSTOMER: the professional economic operator who has a contractual relationship with KOLBEN.
2)Applicability of the conditions and conclusion of the contract.
1. These General Terms and Conditions apply to all relationships and services that KOLBEN S.r.l. makes to the CUSTOMER.
2. These General Terms and Conditions therefore form an integral and substantial part of the offers made by KOLBEN and automatically disregard the CUSTOMER’s general terms and conditions.
3. The conditions requested by the CUSTOMER are binding on KOLBEN only if it expressly accepts them in writing, before the contract is formalized and concluded.
4. Any derogations and/or amendments to these general conditions must be expressly approved by KOLBEN in writing before the contract is formalised and concluded.
5. Any clauses contained in the General Conditions and/or in the CLIENT’s proposals, unless expressly and specifically approved by KOLBEN in writing, shall not derogate from and/or modify these General Conditions, before the contract is formalised and concluded.
6. Any proposals and/or offers sent by the CUSTOMER have no effect until they are expressly approved by KOLBEN.
3)Conclusion of the contract.
1. The contractual relationship between KOLBEN and the CUSTOMER shall be formalized and concluded, in the terms and conditions of these General Terms and Conditions, as applicable according to the agreed activity, at the first of the following times:
a) upon receipt by KOLBEN of the goods sent by the customer;
b) upon receipt by KOLBEN of the confirmation (also verbal) of the CUSTOMER to proceed with the order of the parts necessary for the activities of KOLBEN;
c) upon receipt by KOLBEN of the CUSTOMER’s acceptance (also verbal) of the offer made by KOLBEN;
d) after 2 (two) working days of receipt by the CUSTOMER of the offer made by KOLBEN, without the express rejection of the offer by the CUSTOMER and provided that KOLBEN has started its business;
e) upon receipt by KOLBEN of the payment made by the CUSTOMER in accordance with an estimate made by KOLBEN.
2. Any amendment to the contract entered into by the parties pursuant to the preceding paragraph shall be in writing only and shall be accepted by the parties on pain of ineffectiveness.
3. Therefore, it is understood as not affixed any clause possibly inserted by the CUSTOMER in its confirmations, invoices, notes and/or correspondence, contrary or otherwise contrary and/or added to these general terms and conditions, unless they have been expressly and in writing accepted by KOLBEN.
4)Prices and payment conditions.
1. Provided that the time limits for its acceptance have not expired, the prices charged shall be those indicated in the offer made by KOLBEN.
2. After the deadline for accepting the offer formulated by KOLBEN, the prices charged are those possibly different indicated by KOLBEN at the time of acceptance by the CUSTOMER.
3.All prices are ex works, taxes and duties excluded, as well as delivered ex warehouse, it being understood that any other costs (special packaging, insurance, transport, etc.) are borne by the CUSTOMER.
4. Unless otherwise stated in writing, payment of the price shall be made on delivery of the goods by bank transfer to the current account indicated in the offer or invoice of KOLBEN.
5. In the event of late payment in relation to the above mentioned periods, the interest rates referred to in Legislative Decree no. 231/2002 shall apply.
1. Delivery periods shall begin on the date of conclusion of the contract.
2. The terms of delivery are never intended to be binding and it is always up to KOLBEN a further period of 45 (forty-five) working days, starting from any communication of formal notice by the CUSTOMER, to be carried out exclusively with registered letter a.r. or by means of p.e.c., without for this reason the CUSTOMER can make claims for damages or cause of withdrawal and/ or termination of the contract.
3. Upon receipt of the CUSTOMER’s formal notice, KOLBEN may, at its sole discretion, withdraw from the contract, returning any advance payments and/or deposits received, or execute the contract within the aforementioned period of 45 (forty-five) working days.
4. In both cases referred to above, the CUSTOMER shall not be entitled to compensation of any kind for damage of any kind, direct and/or indirect.
5. In the event of unforeseeable and/or unforeseen events, KOLBEN reserves the right to postpone delivery until the impediment is completely terminated or to terminate the contract without the right of the CUSTOMER to compensation, compensation and/or refunds of any kind.
6. Unforeseeable and/or unforeseen events shall mean all acts and/or events which cannot be foreseen by ordinary diligence.
6)Shipment, packaging and passage of risk.
1. Unless expressly provided otherwise, the supply of goods and/or the return of the parts shall be in writing only, subject to penalty; repaired or not, is understood ex warehouse also when the parts agree that the consignment is taken care of in whole and/or even only in part by KOLBEN.
2. KOLBEN shall apply the "Ex Works" rule (Incoterms2020), that is to say, it shall be responsible for making the goods available, in particular for supplying the goods, issuing the relevant commercial invoice and making the goods available at its premises. The customer is responsible for all transport, as well as for any customs clearance, of the goods from its availability onwards.
3. Shipments made in assigned port shall always be made at the request, at the risk and peril of the CUSTOMER. In this case, any claims for tampering and/or shortages of material must always be submitted by the recipient to the carrier or freight forwarder. If it is not possible to submit the complaint directly to the freight forwarder, it must be sent to KOLBEN in writing, by registered mail a.r. and/or p.e.c., no later than 8 (eight) natural days after receipt of the goods, under penalty of forfeiture of any and all actions in this regard.
4. In the absence of precise indications, to be indicated exclusively in writing by the CUSTOMER, KOLBEN is in no way responsible for the choice of means of transport, nor for the rates applied by carriers and freight forwarders.
5. In the event that it is agreed that the transport costs are, even partially, borne by KOLBEN, the latter may, at its sole discretion, use the cheapest means of transport and, if the CUSTOMER requests a different means of transport, Any additional costs will be borne exclusively by you.
6. Transport insurance shall be concluded only if expressly requested in writing by the CUSTOMER and at his own expense.
7. Any dispute shall not allow the CUSTOMER to suspend and/or delay payments.
7)Return not repaired and failure to collect the goods.
1. In case of non-acceptance of the estimate, of express indication (also verbal) from the CUSTOMER not to proceed to the activity indicated or estimated by KOLBEN, or of lack of feedback within 15 (fifteen) natural days from the transmission of the estimate formulated by KOLBEN, the CUSTOMER must arrange for the withdrawal of its goods within the following 30 (thirty) natural days, which occurs with the words "returned not repaired".
2. KOLBEN retains, free of charge but without assuming any responsibility for any title (for example: theft, loss, damage, decay, wear and tear), the goods not repaired by the CUSTOMER for the aforementioned period of 30 (thirty) natural days.
3. After the 30 (thirty) natural days referred to in the previous paragraphs, KOLBEN reserves the right, at its sole discretion and without the CUSTOMER can oppose any claim and/or exception, to: a) send the CUSTOMER one or more reminders to arrange for the collection of the goods; b) provide for the disposal of the goods, subject to charging the CUSTOMER the costs incurred for the purpose.
4. Pursuant to the foregoing paragraphs, the CUSTOMER is aware of authorising KOLBEN to dispose of the goods under the conditions and within the time limits laid down in this article.
5. 5. In any case, no relationship and/or contract of deposit, custody, loan or the like exists between KOLBEN and the CUSTOMER.
8)Reimbursement of expenses, withdrawal and termination.
1. Before and regardless of the wording of an offer, KOLBEN is entitled to claim from the CUSTOMER a sum by way of reimbursement of the costs of disassembly, verification and analysis of the goods received at the KOLBEN site for repair and/or replacement. These expenses are shown in the offer made by KOLBEN, but are in any case due by the CUSTOMER, even if the offer itself is not accepted.
2. Without prejudice to the provisions of the previous paragraph, in any case of conclusion of the contract, as provided for in art. 3 of these general conditions, the CUSTOMER is entitled to withdraw from the contract, with a communication to be sent by p.e.o. or p.e.c. containing adequate motivation, with the following terms and conditions: a) until KOLBEN has started its services (for example: ordered parts from third parties), without charge (subject to the provisions of paragraph 1 above); b) within 2 (two) natural days from the conclusion of the contract, upon payment of a penalty equal to 40% of the amount of the contract concluded (subject to the provisions of paragraph 1 above); c) more than 2 (two) natural days from the conclusion of the contract, upon payment of the full amount of the contract concluded (without prejudice to the provisions of paragraph 1 above), even if not executed.
3. In any case of withdrawal by the CUSTOMER, the right of KOLBEN to obtain compensation for the further damage suffered, in addition to the provisions of the previous paragraph, remains unchanged.
4. In the event of termination of the contract on grounds attributable to the CUSTOMER, KOLBEN shall be charged a penalty equal to the amount of the contract, without prejudice to KOLBEN’s right to obtain compensation for the further damage suffered.
5. The right of the parties to terminate the contract pursuant to art. 1453 of the Civil Code shall remain unaffected.
9)Complaints about defects and/or defects.
1. The CUSTOMER shall be responsible for carefully checking the goods as soon as they are received.
2. Any defects and/or defects must be contested, under penalty of forfeiture, exclusively in writing and in any case no later than 3 (three) natural days from receipt of the goods.
3. In the event of a dispute, the CUSTOMER must, under penalty of forfeiture, return to KOLBEN the piece sealed, not tampered with or disassembled, within the following 3 (three) natural days, together with an accompanying note indicating the defects and/or defects contested.
4. The return of the piece must take place at KOLBEN, at the CUSTOMER’s expense.
5. Any dispute shall not give rise to the right to delay and/or suspend payments due by the CUSTOMER to KOLBEN.
Complaints and/or disputes, even if justified, shall not lead to: a) the termination (not even partial) of the contract; b) cancellation of orders and/or their reduction and/or suspension and/or extension of payment periods; c) right to compensation of any kind for damages of any kind, both direct and indirect, since the CUSTOMER can only obtain the repair and/or replacement free of charge of the part recognized by KOLBEN as defective, excluding any other compensation and/or compensation for damages of any kind or species, both direct and indirect.
1. The warranty for defects and defects of any kind and size shall be for a period of 1 (one) year for the sale of new parts and 6 (six) months for the repair and/or sale of used components, starting from the date of delivery of the goods.
2. The guarantee for defects and defects of any nature and size, with regard to the sale of new parts, must be required under penalty of forfeiture, with communication in writing by means of p.e.c., no later than 5 (five) natural days after the discovery of the defect and/or defect.
3. The warranty for defects and defects of any nature and size, with respect to the goods of the CUSTOMER subject to repair, must be required under penalty of forfeiture, with communication in writing by means e.c., no later than 3 (three) natural days from the emergence of the defect and/or defect.
4. The request for a guarantee shall state specifically and specifically the defects and defects found.
5. In any case, any type of guarantee shall entitle only and exclusively to the repair and/or free replacement of the defective part.
6. It is understood that any type of guarantee, referred to in the previous paragraphs, expires if the CUSTOMER provides or has previously provided, directly or using third parties, without the prior consent of KOLBEN, to disassemble, assemble, recover, modify, replace the good or parts or pieces thereof. In such cases, the good is intended tampered with by the CUSTOMER with the consequence that no guarantee and/or liability can be claimed and/or claimed by KOLBEN.
8. In the event of delay and/or suspension of payments by the CUSTOMER, the guarantee provided by KOLBEN shall lapse.
1. It is understood that no liability shall be assumed by KOLBEN for any damage that may result to third parties from accidents and/or incidents of any kind that occur during the use of its products, even if those products are found to be defective, when KOLBEN designed the application.
12)Retention of title.
1. The goods to be supplied shall be subject to the retention of title agreement, so that they shall remain the property of KOLBEN until full payment of the agreed price.
2. The CUSTOMER shall become the guardian of the good from the moment the good itself is placed at his disposal. The CUSTOMER is therefore responsible for its appraisal and damage, even by accident or force majeure.
3. In the event that actions are made to the detriment of the CUSTOMER conservative and/ or enforceable on the goods received, the CUSTOMER undertakes to make known to the bailiff its status as a simple custodian and/ or user of the goods and to notify, in writing and within 24 hours, KOLBEN of what happened.
4. The CUSTOMER may not in any way alter, modify and/or bind the goods subject to the supply until the full payment of the price.
5. The CUSTOMER undertakes to carefully and diligently store the goods to be supplied and to allow them to be inspected by KOLBEN at its request.
6. Any information and/or data on the characteristics of the product and/or its technical specifications are purely indicative and will not be binding for KOLBEN unless expressly agreed in writing.
7. Any tender documents, such as, for example, sketches, drawings, weight data, etc. are not binding, unless specifically stated in writing by KOLBEN, provided that it is always KOLBEN’s option to modify them at any time, unless otherwise agreed in writing.
8. All documents remain the exclusive property of KOLBEN and may not be disclosed and/or handed over to third parties without the specific written permission of KOLBEN.
13)Jurisdiction and applicable law.
1. Italian law shall apply to contracts concluded by KOLBEN.
2. The Court of Ravenna shall have sole jurisdiction in any dispute arising out of these General Terms and Conditions, or any related contract, or any fact and/or fact, without prejudice to KOLBEN’s right to contact the Court of Ravenna, at its sole discretion, to other Judge, provided that competent under the laws in force.
The Parties declare, pursuant to and for the purposes of art. 1341 and 1342 c.c., to expressly approve, after having read them individually, well understood and therefore accepted, the provisions contained in the following articles of the general terms and conditions of KOLBEN S.r.l.: Art. 2) Applicability of the conditions and conclusion of the contract - Art. 3) Conclusion of the contract - 4) Prices and payment conditions - Art. 5) Delivery times - Art. 6) Shipment, packaging and passage of risk - 7) Return not repaired and failure to collect the goods - Art. 8) Reimbursement of costs, withdrawal and termination - Art. 9) Challenge of defects and/or defects - Art. 11) Guarantees - Art. 12) Liability.- Art. 13) Jurisdiction and applicable law.
Read, approved and undersigned