General Terms and Conditions of Sale

1 - Applicability

1.1. These General Terms and Conditions apply to all Purchase Orders and related Contracts for the sale of Products by Elettra Srl, Tax Code and VAT No. 00629080284, with registered office in Via Lisbona No. 28A/5, Padova, certified email address elettra@pec.elettra.it, e-mail info@elettra.it (hereinafter Elettra).

1.2. The General Terms and Conditions, in the version in force at the time of placing an Order, together with the Order and the Order Confirmation, represent the entirety of the agreements between Elettra and the Customer regarding a specific Contract, and replace any other communication and/or oral or written agreement that may have been made. Unless specifically agreed otherwise, the Customer agrees that each Order referred to in the Terms and Conditions, as well as the related Order Confirmation by Elettra, represents a separate Contract, legally independent from the others.

1.3. The application of these General Terms and Conditions shall render any general terms and conditions of purchase of the customer inapplicable. The customer’s general terms and conditions of purchase shall only be effective if specifically accepted in writing by Elettra with express mention of the derogation from these General Terms and Conditions. In the event of any conflict between the terms and conditions set out in these General Terms and Conditions and the terms and conditions agreed in the individual Contract with the customer, the latter shall prevail.

1.4. Elettra has made the General Terms and Conditions available by publishing them on the website https://www.elettra.it and making them available at its headquarters. The submission of a purchase order for products marketed by Elettra and/or the collection of goods implies knowledge and acceptance of these General Terms and Conditions in their entirety.

1.5. Elettra reserves the right to modify the General Terms and Conditions of Sale at any time without prior notice: Customers are therefore invited to review the terms and conditions each time they wish to place an Order.

2. Orders

2.1. The Customer must send Elettra specific written orders containing a description of the Products, the quantity required, the price and the delivery terms requested. The Contract shall be finalised between the Parties when Elettra, after receiving the Order, has communicated its acceptance to the Customer in writing, by email or certified email. As soon as the Customer receives Elettra’s Order Confirmation, they must check all the information contained therein: this information shall be deemed accepted by the Customer if it is not contested in writing by the Customer within 24 hours of receipt.

2.2. If, after acceptance of an Order, the Customer submits a request for changes, acceptance or rejection of such changes shall be at Elettra’s sole discretion. Elettra may, in any case, make acceptance of the changes proposed by the Customer subject to new delivery terms and/or an adjustment of the price.

2.3. The Contract shall be deemed concluded even in the absence of written confirmation by Elettra, when the Products are delivered to the Customer and the latter does not immediately contest the delivery in writing, or when the Products are collected directly by the Customer from Elettra’s warehouse.

2.4. Elettra shall in any case have the right to refuse, at its sole discretion, to accept an Order. Orders that have been duly accepted may not be cancelled by the Customer without Elettra’s written consent. Orders acquired by Elettra’s sales organisation are not binding on it.

2.5. The Customer placing the Order declares that they are a ‘professional’: this status is held by a natural or legal person acting in the exercise of their entrepreneurial, commercial, craft or professional activity, or by their intermediary.

3. Prices

3.1. The prices of the Products refer to those indicated in Elettra’s official price lists in force at the time of the Order by the Customer or those indicated in the Order, according to the commercial conditions agreed between the Parties (in terms of discounts or net prices) and in any case confirmed in writing by Elettra at the time of acceptance of the Order.

3.2. Unless otherwise agreed in writing between the Parties, prices shall be calculated Ex Works Elettra, excluding VAT. These prices do not include transport costs from Elettra’s warehouse to the Customer’s warehouse, which shall be borne separately by the Customer.

4. Delivery time

4.1. Unless otherwise agreed in writing between the parties, Elettra shall deliver the products ex its warehouse. If requested, Elettra shall arrange for the shipment of the Products, at the Customer’s risk, cost and expense.

4.2. Delivery will generally take place within the time frame indicated in the Order Confirmation. Delivery times are not essential within the meaning of Article 1457 of the Italian Civil Code, nor are they binding, and in any case do not include transport times. The obligation to deliver the Products is considered to have been duly fulfilled upon delivery to the carrier, as evidenced by the date indicated on the shipping form.

4.3. Partial deliveries are permitted without prejudice to these General Terms and Conditions.

4.4. Elettra shall not be held liable for delays or non-delivery attributable to circumstances beyond its control, including, but not limited to:

inadequate technical data or inaccuracies or delays by the Customer in transmitting to Elettra the information or data necessary for the shipment of the Products;
difficulty in obtaining supplies of the Products from its suppliers;
partial or total strikes, power failures, natural disasters, measures imposed by public authorities, transport difficulties, force majeure, riots, terrorist attacks and all other causes of force majeure;
delays on the part of the shipping company.

4.5. The occurrence of any of the events listed above, or any event not attributable to Elettra, shall not entitle the Customer to claim compensation for any damages or indemnities of any kind, the application of penalties or the termination, even partial, of the Contract. The Customer agrees to receive the Order even after the expected delivery date in all cases where there is an event due to force majeure, without the possibility of claiming damages or indemnities.

4.6. The delivery deadline shall be extended if the Customer requests changes during the execution of the Order.

5 - Suspension of deliveries

5.1. Except in cases provided for by law, Elettra reserves the right to suspend the Supply in the event of: failure to pay or late payment by the Customer exceeding 15 days; breach by the Customer of another contract in force with Elettra.

6 - Transport

6.1. Delivery is agreed to take place at the Padova warehouse.

6.2. Unless otherwise specified, goods will be shipped by a carrier chosen by Elettra.
Elettra shall not be held liable in any way for the choice of carrier.

6.3. Shipping costs, insurance and other charges related to the shipment of goods are borne by the Customer.

7 - Complaints

7.1. Any complaint regarding the Products delivered must be detailed (specifying the Non-Conformity, the product code, the delivery date), with adequate supporting photographic documentation, and communicated in writing to Elettra no later than eight (8) days from receipt of the goods or discovery of the defect.

7.2. If the complaint concerns the condition of the packaging and the number of packages, the Customer must not accept the goods or must make a written reservation to the carrier.

7.3. If the complaint is not communicated in the manner and within the terms specified above, the Products delivered will be considered compliant with those ordered by the Customer.

8 - Warranty

8.1. Elettra guarantees that the goods supplied are free from faults/defects (collectively referred to as ‘Non-Conformities’) for a period of 12 months from delivery, unless otherwise agreed in writing.

8.2. If the Customer’s complaint is timely and justified, Elettra will only replace the goods recognised as non-compliant or repair the Product, if possible. The Non-Compliance must be verified at Elettra’s warehouse, and the return of the goods will only be final if the Non-Compliance is found to exist. Until that time, the goods will only be entrusted to Elettra for storage. If the non-conformity is not attributable to Elettra, the customer will be charged for transport.

8.3. Unless otherwise agreed in writing between the Parties, in the event of repair/replacement, the warranty period shall not be considered renewed and the warranty period initially provided shall continue to apply to the supply on a residual basis.

8.4. After 12 months from delivery, the warranty expires even if the products have not been used for any reason.

8.6. The warranty does not entitle the Customer to compensation for logistics management costs, interventions at end customers’ premises, lost earnings, and does not entitle the Customer to terminate the contract, claim damages or suspend or delay payment of the price.

9 - Payment terms

9.1. Payments must be made to Elettra in the manner and by the deadlines established and for the agreed amount by crediting the bank account indicated by Elettra, even in the event of a delay in the delivery of the Products.

9.2. Any collection of the price by bank receipt, bank cheques, bills of exchange, etc., does not constitute a change in the place of payment, which remains Elettra’s domicile, and entitles Elettra to obtain reimbursement of interest, expenses and related commissions.

9.3. Where the Parties have agreed on advance payment of the price, unless otherwise agreed in writing, it must be credited to Elettra’s account at the time the Order is sent. The advance payment shall not bear interest and shall be promptly refunded to the Customer in the event of non-confirmation of the Order.

9.4. Failure to pay or late payment exceeding 15 days shall entitle Elettra to suspend delivery of the Products and terminate any contract signed pursuant to Article 1456 of the Italian Civil Code. Suspension of delivery of the Products or termination of the contract shall not entitle the Customer to claim any compensation for damages.

9.5. In the case of deferred payments, failure to pay even a single instalment will result in forfeiture of the term pursuant to Article 1186 of the Italian Civil Code. Failure to pay within the agreed terms will entitle Elettra to request the Customer to pay interest on arrears at the rate determined in accordance with Article 5 of Legislative Decree No. 231/2002 from the date of default to the date of settlement, in addition to any bank charges and commissions, legal fees, and any interest on deferred payments, without prejudice to any other claims for credit and damages.

9.6. Under no circumstances shall the Customer be entitled to offset the amounts due to Elettra as payment for the Products against any sums owed by Elettra for any reason whatsoever, without prior written agreement.

10 – Commercial returns

10.1. Returns must be authorised in advance in writing by Elettra.

10.2. Authorised returns must be sent to Elettra’s warehouse carriage paid, in their original undamaged packaging, accompanied by the relevant transport document and purchase details, within 15 days of receiving authorisation, unless otherwise agreed. 10.3. The goods will be credited at the purchase price minus 10% for administrative charges.

11 - Express termination clause

11.1. Elettra has the right to terminate, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, at any time, by written notice to be sent to the Customer, in the event of non-payment of the price or delay in payment exceeding 15 days, or if the Customer is subject to insolvency proceedings pursuant to the Italian Corporate Crisis and Insolvency Code, without prejudice to Elettra’s right to compensation for damages.

12 - Applicable law and jurisdiction

12.1. All contracts between Elettra and the Customer are governed by Italian law and any disputes relating to the validity, interpretation, execution or termination of the Contract shall be subject to the exclusive jurisdiction of the Court of Padova.

13 - Confidentiality and Privacy

13.1. ‘Confidential information’ means all information that is not available to the public, even if not specifically designated as ‘confidential’ – including, by way of example, all deeds, documents, news, projections, prices, sales techniques, materials, processes, projects, drawings, estimates, estimates of a technical, managerial, administrative, economic, marketing, economic planning, commercial or financial nature, or of an intellectual or industrial property nature of any kind (including know-how) – relating to one of the Parties, which have been or will be provided by one of the Parties to the other Party in the context of the conclusion of an Order.

13.2. With regard to Confidential Information, each Party undertakes to the other to:

treat the other Party’s Confidential Information as strictly confidential and, except as expressly permitted by this clause (e.g. clause 13.3) or with the other Party’s written consent, not communicate or disclose the other Party’s Confidential Information to any third party by any means;
take all reasonable steps necessary to preserve the confidential nature of the other Party’s Confidential Information;
use the other Party’s Confidential Information solely for the purpose of performing the contract concluded between the Parties.