Premises
These General Terms and Conditions of Sale exclusively govern the Business to Business (B2B) sales agreements of products and/or services, concluded between IFT S.r.l. and Customers (or Clients) under the terms and conditions set out below.
These General Terms and Conditions of Sale, together with the Particular Terms and Conditions of Sale constitute the essential and integral elements of the sales relationship between IFT S.r.l. and the Customer, governing every aspect agreed between the Parties.
The updated General Terms and Conditions of Sale are published on the IFT S.r.l. website https://www.iftmantova.com/.
The General Terms and Conditions of Sale applicable to agreements with IFT S.r.l. are also expressly referred to in the Special Terms and Conditions of Sale and can be consulted and downloaded by the Customer at any time.
- ‘Vendor’ or ‘IFT’: IFT S.r.l. with operational headquarters in Via G.Galilei, 8 - 46032 Castelbelforte (MN) and registered office in Via Ilaria Alpi, 4- 46100 Mantova - Italy; VAT number: IT 02233400205 | C.C.I.A.A. of MN 02233400205 - REA: MN-235528; tel. +39 0376-663667 ; email [email protected]; PEC: [email protected];
- ‘Customer’ or ‘Purchaser’ or ‘Client’: a legal entity that for its own business or professional purposes (not a private consumer), purchases Products/Services provided by IFT (it is a B2B relationship, not a B2C relationship);
- ‘Parties’ and ‘Party’: IFT and the Customer where indicated jointly and/or where indicated individually;
- ‘Particular Conditions of Sale’: Order Confirmation (possibly including the Quotation) sent by IFT to the Customer;
- ‘Quotation’: first summary of the Customer's requirements sent by IFT to the Customer;
- ‘Order’: purchase order of the Products issued by the Customer and addressed to IFT;
- ‘Order Confirmation’: written Order Confirmation issued by IFT and addressed to the Customer;
- ‘Agreement’: the sale of Products / Services governed by these General Terms and Conditions of Sale in their entirety and by the Special Terms and Conditions of Sale (where the Order Confirmation is essential to the case);
- ‘Products’: the Products advertised and marketed by IFT directly and/or through the Site;
- ‘Services’: any ancillary service offered by IFT to the Customer in connection with the sale of Products;
- ‘Site’: the website https://www.iftmantova.com/ owned exclusively by IFT;
- ‘Force Majeure’: an event or circumstance (‘Force Majeure Event’) that prevents a party from performing one or more of its obligations under the agreement, if and to the extent that the party affected by the impediment proves: a) that such impediment is beyond its reasonable control, b) that it could not reasonably have been foreseen at the time of the conclusion of the agreement, and c) that the effects of the impediment could not reasonably have been avoided or overcome by that party.
2.1. These General Terms and Conditions of Sale, together with the Special Terms and Conditions, exclusively govern all agreements of sale (B2B) of Products and/or Services concluded between IFT and Customers, unless otherwise agreed in writing between the Parties.
Nothing different shall be formed between the Parties.
2.2 The General Terms and Conditions of Sale shall apply to all transactions concluded between the Seller and the Buyer without the need for an express and repeated reference to them or a specific agreement to that effect at the conclusion of each individual transaction: any different terms or conditions shall apply only if contained in the Order Confirmation, or if confirmed in writing by the Seller or otherwise expressly agreed between the Parties.
All changes or variations to these General Conditions of Sale, in order to be effective, shall be expressly set forth in the Order Confirmation, to be intended as a document summarising the previous manifestations of will of the Parties. Variations may also be included in subsequent written communications duly signed or accepted by the Parties.
2.3 In case of divergence between the General Conditions of Sale and the Special Conditions expressly agreed upon in writing between IFT and the Customer, the latter shall prevail.
2.4 The Sales Agreement shall be considered as executed and effective between the Parties from the moment the Order Confirmation is signed and notified, without any opposition.
2.5 The Customer, by signing the Order Confirmation, accepts that any contractual terms and/or general conditions prepared by him will not apply to his contractual and commercial relations with IFT.
3.1 Quotations and/or Offers of the Seller are always subject to final reconfirmation by the Seller, even after acceptance by the Purchaser, particularly with reference to quantities, prices and delivery terms. The final Document that crystallises the will of the Parties is the Order Confirmation sent by the Seller, where all the data set forth in the Special Conditions of Sale will be summarised.
3.2 Orders placed by the Purchaser are not considered accepted until they have been confirmed in writing by the Seller, through the Order Confirmation: no Purchase Order will be binding for IFT unless accepted in writing by the same.
3.3 Orders and/or changes to orders placed verbally or by telephone must always be reported and confirmed in writing; otherwise the changes will not be considered automatically accepted and the Seller will not be liable for any alleged errors or possible misunderstandings.
3.4 Any change that becomes necessary due to the Parties' will requires a new Order Confirmation to be issued by IFT.
3.5 Any offers issued by IFT shall be considered valid only for the period of time indicated on them.
4.1 Any information relating to the Products (e.g. information on use/application, technical data, drawings, illustrations resulting from catalogues, advertising or the company's website) and the relevant documentation, in whatever form made available, are not binding for IFT unless expressly mentioned as such in the Order Confirmation.
4.2 The Customer expressly undertakes not to use, for reasons other than those set out in the Agreement, the information and documentation relating to the Products which remain confidential and the property of IFT and which the Customer may not give to third parties or reproduce without written authorisation from IFT.
4.3 IFT may change the Products at any time as deemed necessary and appropriate, informing the Customer of such changes.
4.4 The purchase prices are those indicated in the Order Confirmation issued by IFT.
4.5 Unless otherwise agreed in writing between the Parties, all prices are intended with delivery ex IFT warehouse (Exw Incoterms 2020) or F.co customer warehouse, unless otherwise agreed in writing between the Parties and in any case as indicated in the Order Confirmation.
4.6 The Prices of the Products in the catalogue or on the Site may not include VAT, which is instead expressly stated in the Order Confirmation.
4.7 IFT reserves the right, by giving notice to the Customer approximately one month before delivery, to vary the price of the Products in consideration of any increase in costs due to any factor beyond IFT's control, including but not limited to: foreign exchange fluctuations, currency regulations, change in customs duties, significant increases in the cost of materials, raw materials or labour or any change in suppliers' delivery terms.
5.1 Unless otherwise agreed in writing between the Parties, payments shall be made by the Customer within the terms and conditions set out in the Order Confirmation issued by IFT.
5.2 In the event of delay, the Customer will be obliged to pay interest on arrears, which will be charged as of right and without the need for a formal notice of default, to the extent provided for by Legislative Decree no. 231/2002 as amended and supplemented, in addition to the bank charges incurred, without prejudice to IFT's right to claim compensation for the greater damage suffered and termination of the agreement for non-fulfilment as indicated below.
5.3 Any disputes that may arise between the Parties will not release the Customer from the obligation to comply with the payment terms and conditions indicated and reported in the Order Confirmation.
5.4 In the event that the Buyer fails to make payment on the terms and in the manner specified by the Seller or in the event that the Buyer's business is conducted other than in accordance with the ordinary course of business, by which is meant, without limitation, the issuance of seizure deeds or protests or when payments have been delayed or insolvency proceedings have been applied for or instituted, the Seller shall be entitled, at its own discretion, to suspend or cancel further deliveries and to declare any claims arising from the business relationship as immediately due. Furthermore, the Seller may in such cases demand advance payments or a security deposit.
5.5 The Buyer shall have no right to make any set-off, withholding or reduction unless its claim to that effect has been finally upheld by the competent arbitral or judicial authority or has been expressly agreed upon between the Parties in writing.
6.1 Unless otherwise agreed upon in writing, any stated delivery period is not binding on the Seller. Unless otherwise agreed between the parties, the indicative delivery term is the one specified in the order confirmation.
6.2 IFT will package the Products according to its own commercial practice; packaging or delivery instructions requested by the Customer shall be agreed between the Parties and the relevant costs will be invoiced separately to the Customer.
6.3 In the absence of instructions from the Customer, IFT declines any and all responsibility both for the choice of means of transport and for the rates applied by carriers and shipping companies.
6.4 If it is agreed that the transport costs are, even partly, to be borne by IFT, the choice of the means of transport will depend solely on IFT; if the Customer wishes a different means of transport, the additional costs will be borne by him.
6.5 Any transport insurance will only be taken out at the Customer's request in his name and at his expense.
6.6 The Seller reserves the right to reasonably make partial deliveries.
6.7 The delivery period shall be deemed to be extended by right, beyond the times indicated in the Order Confirmation, in the following cases
a) if the Customer does not supply the data or materials necessary for the supply in due time or requests variants during execution or delays in responding to the request for approval of the drawings or executive diagrams
b) in the event that causes beyond IFT's control, including delays by sub-suppliers, prevent or make excessively burdensome the delivery within the agreed terms;
c) in the event of force majeure and, in any case, events beyond IFT's reasonable control.
6.8 Under no circumstances will IFT be held responsible for non-delivery or delayed delivery of the Products due to force majeure causes that prevent or make excessively onerous the delivery of the Products within the established terms. The Customer will not be able to make any claims to IFT or make any claims for damages.
6.9 The Seller is not obliged to accept returns of Products, unless expressly agreed in writing. Any costs incurred for this purpose shall be borne by the Purchaser.
6.10 In the event that the Customer fails to pay for other supplies, the starting date of the delivery terms is suspended and IFT may delay deliveries until the Customer has paid the amounts due; as an extreme case IFT may cancel the Agreement.
6.11 If the Customer, when the goods are ready, does not accept the agreed delivery, he shall still make payment as if the Products had been delivered.
6.12 If the Customer fails to take delivery of the Products for reasons attributable to him or, in any case, for reasons beyond IFT's control, the Customer shall bear the risks and costs for their storage / safe custody.
6.13 In the event of termination of the relationship, the Customer undertakes to unconditionally collect the goods being processed or in stock, in the quantities previously agreed with IFT, within 90 days after termination of the relationship. After these terms have elapsed, IFT will be entitled to ship the material until stocks are exhausted and to demand payment for the Products delivered.
7.1 Upon taking delivery of the Products, the Purchaser shall immediately:
(i) check the quantity and packaging of the Products and record any objection in the delivery note;
(ii) check the conformity of the Products with what is indicated in the order confirmation and record any discrepancies in the delivery note.
7.2 In the event of notification of defects, the Purchaser shall comply with the following procedures and terms:
(i) notice must be given no later than 8 (eight) days after delivery of the Products to the Purchaser. In the event the complaint relates to a defect which, despite the initial inspection, has remained hidden, the complaint must be made at the earliest by the end of the business day on which the defect was discovered and, in any event, no later than 8 (eight) business days after taking delivery of the Products;
(ii) detailed notice must be given in writing to the Seller within the aforementioned time limits. Any communication made by telephone shall not be accepted;
(iii) the communication must clearly specify the type (also with photographs proving the damage), the amount of the alleged defects, shipping documents;
(iv) the Purchaser agrees to make the disputed Goods available free of charge for inspection at the Seller's request, such inspection to be carried out by the Seller or by an expert appointed by the Seller.
7.3 No objection with reference to the quantity, quality, type and packaging of the Products may be made except by notice affixed to the delivery note, in accordance with the above procedure.
7.4 Any Product in respect of which no objection has been raised in accordance with the
7.4 Any Product in respect of which no objection has been raised in accordance with the above procedures and terms shall be deemed approved and accepted by the Purchaser.
7.5 If defects are confirmed and reported directly to IFT, IFT will take care of them.
8.1 The Seller warrants that the Products comply with the technical specifications indicated and with what is included in the Catalogue or on the Site. IFT guarantees the conformity of the Products to the technical characteristics declared in the Order Confirmation and/or on the Site, as well as their safety according to the standards in force at the time they are put on the market and the relevant warranty is provided for according to the type of Product.
8.2 The Site describes the characteristics of the Products.
8.3 The Customer has the duty to inspect the goods immediately upon receipt and must report to IFT any defects and/or faults in the Products delivered with respect to the Order Confirmation, within 8 (eight) days from delivery for obvious defects and within 8 (eight) working days from discovery for hidden defects, within a reasonable term which is considered a maximum of 30 (thirty) days from delivery of the Products, also in order to allow IFT to intervene promptly and effectively, in the forms of communication provided for in this Agreement.
Once this term has expired, the Products shall be deemed to fully comply with the Order Confirmation and no liability and/or breach of contract can be ascribed to IFT for any reason whatsoever.
8.4 In the event that the warranty provides for the return of the Product to IFT, the Product must be returned by the Customer with undamaged packaging, complete in its parts (including the documentation inside the packaging, and any accessory equipment) within 8 days from the communication of the defect.
8.5 The guarantee for defects and faults of whatever nature and extent lasts for a period of one year from the date of delivery of the goods and is limited to defects due to poor quality of the material or constitution. It shall not extend to defects resulting from natural consumption or from the Customer's inexperience or negligence or to parts of the product that, due to the composition of the material or the nature of their use, are subject to rapid deterioration.
8.6 In order to exercise his right to the guarantee, the Customer, under penalty of forfeiture, shall scrupulously comply with the indications herein and the provisions of Italian law.
8.7 In the event of justifiably and promptly made claims, IFT will carry out interventions
under warranty within a reasonable period of time. IFT will decide, at its own discretion, whether to replace or repair the Products that it acknowledges to be defective, without any cost charge for the Customer, except for transport costs that will be charged to the Customer.
8.8 If IFT deems that the warranty does not apply, IFT may propose a repair estimate to the Customer and the Customer may decide whether to accept the estimate, instructing IFT to carry out the repair, have the unrepaired Product returned to him at his own expense or have it scrapped, at his own expense.
8.9 Repairs carried out under warranty will not result in any extension of the warranty period or renewal of the warranty or renewal of the warranty.
8.10 The warranty is void whenever the defective Products have been used by the Customer in an
improperly and not in accordance with IFT's instructions, have been disassembled and/or modified and/or replaced and/or repaired and/or altered by persons not authorised by IFT, present defects deriving from wear and tear, negligence and/or inexperience on the part of the Customer and/or its servants and/or third parties, have been returned without an identification label or have been subjected to knocks or shocks, any electrical parts have been subjected to voltage fluctuations or have been incorrectly connected.
8.11 Complaints may never give rise to the Customer's cancellation or reduction of the Products on order, nor to a claim for any indemnity or compensation.
8.12 The Customer undertakes not to use the Products purchased for a service other than that for which they are intended and not to modify their construction or operation.
The Customer who contravenes the aforementioned prohibitions shall lose the right to the guarantee.
8.13 The guarantee is not transferable and applies only to the invoice holder.
9.1 Except in cases of justified dispute raised in accordance with the provisions of the
previous article, the Buyer shall have no further right or remedy. In particular, the Seller shall not be liable for any compensation claimed for breach or non-performance of contract, for any direct damage or loss of profit sustained by the Purchaser as a result of the use, non-use, or installation of the Products in other products, except in cases covered by a warranty or in cases of wilful misconduct or gross negligence on the part of the Seller.
9.2 The Seller will do everything in its power to deliver the Products within any agreed terms, but in no case will it be liable for any damage directly or indirectly caused by the delay in the execution of an agreement or by the delay in delivery of the Products.
9.3 IFT is exclusively responsible for the proper functioning of the Products supplied in relation to the characteristics and performances expressly indicated in the Order Confirmation or on the Site.
9.4 The total liability of IFT, for whatever reason, arising from the breach of the agreement governed by these Terms and Conditions of Sale connected and/or related to the same, shall not exceed the total price actually paid by the Customer for the Products which gave rise to such liability.
9.5 IFT cannot be held responsible in any way for the suspension or interruption of the operation of the Site, nor for any inaccuracies due to a particular configuration of the Customer's Computer or its malfunctioning.
9.6 Without prejudice to the provisions of art. 1229 of the Italian Civil Code, the Customer shall not be entitled to claim compensation for indirect or consequential damages, lost profits, loss of production or opportunity, nor shall IFT be obliged to pay, by way of compensation, sums exceeding the value of the Products.
9.7 IFT will not be liable for any damage caused to any property (movable or immovable) by the
Product after it has been delivered and is in the possession of the Customer.
IFT shall not be liable for any damage to the Products manufactured by the Customer or to the Products of which the Customer's Products are a part.
9.8 The Customer undertakes to hold IFT harmless and indemnified from any claims and/or legal actions brought against IFT by the end user and/or third parties regarding alleged damages deriving from the Product.
9.9 The Customer shall also indemnify, hold harmless and hold IFT harmless from any claims arising out of damage resulting from the use or operation of the Products due to improper installation, repair, maintenance or operation of the Products by the Customer, Customer's failure to adequately train its personnel in the operation of the Products or failure to comply with applicable laws or regulations.
10.1 The Products supplied remain the full property of the Seller until the date on which the Purchaser has paid the full price of the Products and all sums due to the Seller. Until such time, the Purchaser shall retain the Products as the Seller's trustee and shall keep the Products properly stored, protected and insured.
10.2 In the event that, in the country where the Purchaser is domiciled, the validity of the reservation of title in favour of the Seller requires the completion of administrative or legal formalities such as, without limitation, the registration of the Products in public registers, or the affixing of seals on them, the Purchaser hereby undertakes to cooperate with the Seller and to take all necessary steps to obtain a valid right of the latter with respect to the reservation of title.
10.3 The Customer shall be responsible for the safekeeping of the Products from the time they are placed at his disposal and shall be obliged to keep them with due care.10.4 The Customer shall not sell, give, exchange, pledge, seize or in any other way alter or bind the Products subject of the Agreement until payment in full of their price.
10.4 The Customer may not sell, donate, exchange, pledge, seize or in any other way alter or bind the Products that are the subject matter of the Agreement until full payment of their price.
11.1 Without prejudice to the right to compensation for damages, in the event of non-performance of one of the obligations arising from this agreement, unless otherwise provided for, the Party concerned may give notice by e-mail to the other party to perform within 15 (fifteen) days. If the aforementioned term is expired without the obligation being fulfilled, the agreement shall be deemed to be terminated by right pursuant to Article 1454 of the Italian Civil Code.
The Seller shall have the right to terminate the agreement/order with immediate effect, pursuant to Article 1456 of the Italian Civil Code, with
immediate effect, by simple written notice to the Customer, in the event of:
a) deterioration of the financial/asset conditions of the Buyer such as to compromise the regular guarantee of the credit; or
b) liquidation, cessation of business or state of insolvency of the Buyer, or subjecting the Buyer to a
insolvency proceedings of any kind (including debt restructuring agreements with creditors).
13.1 The Customer's personal data will be used by IFT in full compliance with EU Regulation 679/2016 (GDPR) and applicable national data protection legislation.
13.2 The processing of personal data by IFT will take place under the terms and in the manner indicated in the information notice pursuant to Article 13 of the GDPR.
13.3 Each Party undertakes to mutually indemnify the other from any claim for damages arising from any unlawful processing of personal data resulting from non-compliance with the GDPR and applicable national legislation.
14.1 The Customer declares and acknowledges that the content of the Site (by way of example but not limited to text, photographs, trademarks and other distinctive signs, illustrations, images, logos, etc.) and its structure are under the exclusive ownership and control of IFT.
The Site is managed by IFT and it is forbidden to copy, reproduce or dispose of it in any way, without the prior written consent of IFT.
14.2 The total or partial reproduction, modification or use of the trademarks and/or other distinctive signs, illustrations, images and logos on the Site for any reason and on any medium, without the prior express consent of IFT is prohibited.
14.3 All industrial and/or intellectual property rights (by way of example, patents, trademarks, designs and models, trade secrets, know-how, copyrights, technical and commercial information relating to the Products, as well as any software supplied by IFT), relating to the Products and/or connected and/or related to the same protected or in any case protectable, created and/or acquired by IFT before the agreement and during the execution of the same remain the exclusive property of IFT. The Customer undertakes to refrain from any conduct that may infringe or compromise such rights.
15.1 The relationship between IFT and the Customer is governed solely by the applicable Italian law, with firm exclusion of any different legislation, including that of an international nature, unless expressly indicated.
15.2 Any dispute that may arise between the Parties, regarding the validity, execution, interpretation and termination of the Contract will be submitted to the exclusive jurisdiction of the Court of
Mantua, to the exclusion of any competing forum.
The information, data and knowledge learned in validity and by reason of contract and/or negotiation and/or execution, which are considered per se “Secret” or “Confidential”, shall be used to the extent and by means strictly necessary for the purpose of this agreement, as well as in a manner that does not in any way compromise the character of confidentiality or otherwise cause damage.
However, the Parties are prohibited from disclosing and communicating in any manner or form the information, data and knowledge learned through and in pendency of this writing to third parties and/or who are unauthorized and/or otherwise unrelated to the writing, undertaking to take all necessary precautions and security measures to protect the information, data and knowledge and what they learned by reason of writing and to ensure that the character of their confidentiality and secrecy is not compromised in any way.
17.1 The language of the Contract is Italian. In the event of any conflict of interpretation between the Contract in the Italian language
Italian language and any foreign language version shall therefore prevail the meaning and interpretation of the Italian language version.
17.2 The invalidity and/or ineffectiveness, even supervening, of one or more clauses will not result in the invalidity, ineffectiveness or dissolution of this Contract. The Parties undertake to replace in good faith the invalid or ineffective clauses with others that accomplish as far as possible the same function.
17.3 The terms and conditions set forth in this Contract constitute the entire agreement between the Parties, which the Parties declare to correspond as desired by signing the Order Confirmation.
17.4 Any tolerant behavior, even repeated, of one of the Parties to the non-compliance with the obligations arising from this Contract shall not be constitutive of any right in favor of the other Party, nor modifying its obligations, nor shall it be interpreted as a waiver of rights or tacit abrogation of clauses or covenants.
17.5 The Parties mutually acknowledge that this Contract has been jointly prepared between them following articulate negotiations, comparisons, reflections and mutual concessions, arriving, on a level of absolute contractual equality, at the perfection of the agreement which is confirmed by the signing of the Order Confirmation. All clauses, both of which in the General Conditions of Sale, as well as in the Particular Conditions of Sale have been viewed and understood, as well as the subject of individual negotiation, so that, with the acceptance of the Order Confirmation, they are not considered, therefore, vexatious, thus excluding the applicability of the provisions of art. 1341 et seq. C.C. to the entire Contract between IFT and the Customer.
17.6 The Contract / Agreement is not assignable to Third Parties, as well as and/or its own rights or obligations arising therefrom.
17.7 In case of doubts of interpretation, or errors, or difficulties or judicial issues, etc between the Italian language version of the General Terms and Conditions of Sale and the English language version of the General Terms and Conditions of Sale, the version drafted in the Italian language shall prevail.
Mantua (Italy), January 3rd , 2025
Digital Marketing