1) Applicability of the conditions
These general contractual conditions are applicable to all the relationships existing between KOLBEN S.r.l. and its clients; the conditions requested by the client will be binding for KOLBEN only if they have been accepted in writing by the latter. Any departure from and/or amendment to these general conditions shall be expressly approved by KOLBEN S.r.l. in writing; similarly, any clause contained in the client’s general conditions and/or proposals shall not constitute departures from and/or amendments to these conditions if they have not been expressly and specifically approved by KOLBEN in writing.
Any proposals and/or offers sent by the client shall not have any effect until they have been expressly approved by KOLBEN S.r.l.; all the amendments to the contract signed by the parties shall be exclusively made in writing and accepted by the parties; otherwise, they will be invalid.
Any information and/or data about the product characteristics and/or its technical specifications are purely indicative and shall not be binding for KOLBEN S.r.l. unless such data have been expressly agreed in writing;
Any documents related to the offer, such as – by way of purely indicative example – outlines, drawings, weight data, etc. are not binding unless this has been specifically indicated in writing by KOLBEN S.r.l., and KOLBEN S.r.l. will always have the power to modify them at any time. All documents will be exclusive property of KOLBEN S.r.l. and may not be disclosed and/or delivered to third parties without KOLBEN S.r.l.’s specific written authorisation.
2) Prices and terms of payment
The prices applied are those indicated in the offer, as long as the terms for their acceptance have not lapsed, or the prices in force at the time of the order acceptance; all prices are intended to be ex works, excluding taxes and duties; prices are ex-warehouse, and any other charges (special packing, insurance, transport, etc.) will be paid by the client.
Unless otherwise agreed in writing, the payment shall be made upon the delivery of the goods; in case of delayed payment, the interests specified in Italian Legislative Decree 231/2001 shall apply.
3) Term for the delivery
The delivery terms take effect as from the date in which KOLBEN is formally informed about the client’s acceptance of the proposal; the delivery terms are never considered to be deadlines, and, in any case, KOLBEN will always have an additional period of 45 days starting from the possible notice of default by the client, which is to be exclusively sent by registered post with acknowledgement of receipt and/or by means of certified e-mail address; should that be the case, the client may not ask for compensation for damage, withdraw from the contract or rescind it for such reason. Once the client’s notice of default is received, KOLBEN may – at its own discretion – withdraw from the contract, returning any down payments and/or deposits received, or execute the contract within the abovementioned period of 45 days; in any case, whether the contract is terminated or executed, the client shall not have the right to receive any kind of compensation for damage of any kind, direct and/or indirect:
Unexpected events give the right to postpone delivery until the impediment has completely ceased; unexpected events include all those facts that cannot be foreseen with due diligence (such as, by way of purely indicative example, wars, earthquakes, natural disasters, currency crisis, strikes, riots, fires, obstructions in circulation, etc.); in such case, KOLBEN shall have the right to withdraw from the contract without generating for the client the right to receive compensation for damage and/or compensatory payment of any kind.
4) Shipping, packing and transfer of risk
Unless otherwise expressly agreed exclusively in writing, the supply of the goods and/or the return of repaired items are intended to be ex-warehouse even when the parties agree that shipping is to be – in whole and/or in part – under KOLBEN’s responsibility.
Any shipping made carriage forward is always carried out upon the client’s request and at the client’s risk; in such case, any complaints due to tampering and/or missing material shall always be submitted by the receiver to the transporter or shipping and forwarding agent; whenever the complaint cannot be directly submitted to the shipping and forwarding agent, it shall be sent to KOLBEN in writing, by registered post with acknowledgement of receipt and/or certified e-mail address, within and no later than eight days after having received the goods, under penalty of lapse of any kind of action on such regard. If no precise indications are given by the client exclusively in writing, KOLBEN shall not be responsible in any way either for the selection of the means of transport, or for the fees applied by the transporters and shipping and forwarding agents. In case it is agreed that the transport charges are to be even partially paid by KOLBEN, the latter may make use – at its sole discretion – of the most economical means of transport, and if the client requests a different means, any higher charges shall be exclusively paid by the client. The insurance for the transport shall be stipulated only if it has been expressly requested by the client in writing and under the client’s name and at the client’s charge. Any objections do not give the client the right to interrupt and/or delay the payments.
The client shall carefully check the goods as soon as they are received; any defects shall be contested – under penalty of lapse of the guarantee – exclusively in writing and, in any case, within and no later than eight days from the reception of the goods.
In case of objection, the client shall – under penalty of lapse of the guarantee – return to KOLBEN the sealed item, not tampered with or disassembled, within the following eight days together with a side note indicating the defects found; the item shall be returned to KOLBEN headquarters at the client’s charge.
Any objections do not entail the right to delay and/or interrupt the payments owed by the client to KOLBEN; should that occur, the guarantee will lapse.
The duration of the guarantee for faults and defects of any kind is one year for the sale of new items and six months for the repair and/or sale of used components, and it takes effect as from the delivery date of the goods; the guarantee gives the client the exclusive right for the repair and/or replacement free of charge of the defective item. The guarantee will lapse if the items have been disassembled and/or assembled by individuals not authorised by KOLBEN or whenever such items have been tampered with by the client and/or by third parties also by using items manufactured somewhere else. Any complaints and/or objections, even if they are well-grounded, will not entail the termination – even partial – of the contract, the cancellation of the orders and/or their reduction, and/or the interruption and/or extension of the terms of payment. They will neither give the client the right to any kind of compensation for damage, either direct or indirect, with the client being able to obtain only the repair and/or replacement free of charge of the item recognised as defective by KOLBEN, excluding any other compensation and/or indemnity for damages of any kind, either direct or indirect.
Similarly, KOLBEN shall not be held liable for any damage that could be caused to third parties due to accidents and/or problems of any kind occurring during the use of its products, whether they are recognised as defective or not, and even when KOLBEN has designed their application.
6) Retention of title
The supplied goods are covered by the title retention agreement; therefore, they remain property of KOLBEN until the complete payment of the agreed price. From the time in which the goods are made available to the client, the latter becomes their keeper and will be responsible for their loss, destruction or damage, even if this happens due to a fortuitous or force majeure event.
In case conservative and/or executive actions are carried out on the received goods resulting in damage to the client, the latter undertakes to inform the bailiff that the client is a simple keeper and/or user of the goods, and to inform KOLBEN in writing about what happened within 24 hours.
The client may not alter, modify and/or bind the supplied goods in any way until the total payment of the price.
The client undertakes to preserve with care and due diligence the supplied goods, and to let KOLBEN inspect such goods upon the latter’s simple request.
7) Jurisdiction – Applicable law
The contracts signed by KOLBEN are regulated by the Italian Law.
Any dispute resulting from this contract or connected with it shall be exclusively solved at the Court of Ravenna, except for KOLBEN’s right to resort to a different Judge – at its sole discretion – as long as such Judge is competent according to the legislation in force.