General Terms and Conditions of Sale

1 - Applicability

1.1. These General Terms and Conditions apply to all purchase orders and the related contracts for the sale of products by Elettra Srl, Tax Code/VAT No. 00629080284, with its registered office at Via Lisbona 28A/5, Padua, certified email address elettra@pec.elettra.it, email info@elettra.it (hereinafter ‘Elettra’).

1.2. The General Terms and Conditions, in the version in force at the time an Order is placed, together with the Order and the Order Confirmation, constitute the entirety of the agreements entered into between Elettra and the Customer in relation to a specific Contract, and supersede any other oral or written communication and/or understanding that may have taken place. Unless otherwise agreed, the Customer agrees that each Order referred to in the Terms and Conditions, together with the corresponding Order Confirmation issued by Elettra, constitutes a separate Contract, legally independent of the others.

1.3. The application of these General Terms and Conditions renders any general terms and conditions of purchase on the part of the customer inapplicable. The customer’s general terms and conditions of purchase shall only be valid if specifically accepted in writing by Elettra, with explicit reference to 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 those 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 offices. By placing an order for products sold by Elettra and/or collecting the goods, you acknowledge that you have read and accepted 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 submit specific orders to Elettra in writing, setting out a description of the Products, the quantity required, the price and the requested delivery terms. The Contract shall be concluded between the Parties when Elettra, upon receipt of the Order, has notified the Customer of its acceptance in writing, by email or certified email. As soon as the Customer receives Elettra’s Order Confirmation, they must check all the details contained therein: these details shall be deemed to have been accepted by the Customer unless the Customer raises a written objection within 24 hours of receipt.

2.2. Should the Customer submit a request for changes after an Order has been accepted, whether or not such a request is accepted shall be at Elettra’s sole discretion. Elettra may, in any event, make its acceptance of the changes proposed by the Customer subject to new delivery terms and/or an adjustment to the fee

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

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 on an ex-works basis from the Elettra warehouse, excluding VAT. These prices do not include the cost of transport from Elettra’s warehouse to the Customer’s premises, which must be borne separately by the Customer.

4. Delivery time

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

4.2. Delivery will generally take place within the timeframe specified in the Order Confirmation. The delivery terms are not essential within the meaning of Article 1457 of the Civil Code, nor are they mandatory; in any event, they do not include transport times. The obligation to deliver the Products shall be deemed to have been duly fulfilled upon handover to the carrier, with the date stated on the dispatch note serving as proof.

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 indeed of any event not attributable to Elettra, shall not entitle the Customer to claim compensation for any damages or indemnities of any kind, the imposition of penalties, or the termination (even partial) of the Contract. The Customer agrees to accept the Order even after the scheduled delivery date in all cases where there is an event of force majeure, without the right to claim damages or compensation.

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 made in good time and is found to be justified, Elettra will only replace the goods found to be non-compliant or, where possible, repair the Product. Any non-conformity must be verified at Elettra’s warehouse, and the return of the goods will only be finalised if the non-conformity is confirmed. Until that point, the goods will simply be held in storage by Elettra. Should the non-conformity not be attributable to Elettra, the customer will be charged for the transport costs.

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, the payment must be credited to Elettra’s account at the time the Order is placed. The deposit is non-interest-bearing and will be promptly refunded to the Customer should the Order not be confirmed.

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 meet even a single payment deadline will result in the forfeiture of the grace period pursuant to Article Article 1186 of the Civil Code Failure to pay within the agreed terms shall entitle Elettra to claim from the Customer payment of interest on arrears at the rate determined in accordance with Article 5 of Legislative Decree No. 231/2002, calculated from the date of default until the balance is settled, in addition to the charging of any bank charges and commissions, legal costs and any interest on deferred payments, without prejudice to any other claims for credit or 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 is entitled to terminate the contract in accordance with and for the purposes of Article Pursuant to Article 1456 of the Italian Civil Code, Elettra may, at any time, by written notice to be sent to the Customer, terminate the individual contract in the event of non-payment of the price or a delay in payment exceeding 15 days, or if the Customer becomes subject to insolvency proceedings under the Code on Corporate Crisis and Insolvency, without prejudice to Elettra’s right to claim 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.