General terms of contracts
1. CONTRACT OF SALE
1.1. (Application of the Law) - All the agreements reached under the following general conditions are ruled by the Seller's Country Law, if applicable, and by the Convention on Contracts for the International Sale of Goods dated April 11th 1980 (CISG - The Vienna Convention - hereinafter, shortly, V. C.).
1.2 (Formation of the contract) - The confirmation of the Quotation or of the Sails' Order, by the Buyer, even if expressed only through the will to simply execute the contract implies the application of the present general conditions. Their provisions can be changed by the parties only in writing; in this case the present general terms shall still apply to all the clauses non affected by the modifications. Customer's general terms do not apply, not even partially, if not expressly accepted in writing from the Seller.The fact that the Seller starts to perform the contract, without a specific written confirmation of terms of contract proposed by the Buyer, differing from those of Seller, does not imply their acceptance.
1.3. (Change to the Contract) - Possible changes to the contract, proposed by the Buyer, will amend it only if accepted in writing by the Seller.Return to Top
2. DRAWINGS AND LITERATURE
2.1. (No binding data) - All weights, sizes, capacities, prices, technical efficiency data and all other data in brochures, charts, newsletters, advertisements, pictures and price list have to be considered as approximate. These are not binding data unless they are clearly stated in the contract.
2.2. (Drawings, documents, technical details, software of the Seller) - The sails' price and any other amount of money owed to the Seller for any reason, are to be considered net at the Seller's domicile.
The Buyer is required to settle payments on the agreed deadlines, even though the sails could not be inspected and tested.
The non-compliance with the terms and conditions of payment frees the Seller from any obligation to deliver; this exemption shall also apply to sails different from those that have determined this non-compliance and entitles the Seller to claim the payment in advance for the full amount, unless he prefers to terminate the contract; in this case the Seller is entitled to withhold the sums paid so far by the Buyer as a penalty without prejudice to compensation for any further damages that may be suffered.
3. PRICES AND TERMS OF PAYMENT
3.1. (Prices) - Unless differently stated in writing in the Quotation or in the Sails' Order, the Sails' prices are EXW (Incoterms 2010).
3.2. (Payments in case of breach of contract for Seller's Default) - In case of breach of contract because of Seller's Default, the buyer could not enforce his right if he has not complied with the set payment terms;
3.3. (Delayed Payments) - Payments settled after the agreed deadlines will imply the automatic charge of interests, with no need to notice the buyer, at the Seller's country official bank rate increased of 5 percentage points and the exclusion from the warranty provisions of clause 7 of the present agreement until payments have been settled..Return to Top
4.1. (Property Transfer) - The ownership of the goods is transferred to the Buyer at delivery.
4.2. (Title Retention Provision) - Notwithstanding the above provision, in case of deferred payments the Seller keeps the property of the goods until the payment of the whole amount due is settled.
4.3. (Consequences of no compliance with this paragraph) - In case of Buyer's violation of his obligations as mentioned in this paragraph, the Seller has the right to terminate the contract with immediate effect; furthermore, the Seller is entitled to withhold the sums paid so far by the Buyer as a penalty without prejudice to compensation for any further damages that may be suffered.Return to Top
5.1. (Delivery of the goods) - The goods are supplied EXW (Incoterms 2010) unless differently agreed. This applies also if it is agreed that the shipment of goods or part of it is organized by the Seller.
5.2. (Risks' Transfer)The risks are transferred to the Buyer at the time of delivery. The Seller is not responsible in any case for goods' loss, perish or damages occurred after the Risks' Transfer. In any case, the Buyer is not freed from the responsibility to pay the price of the goods when the loss or damage occurs after the Risks' Transfer.
5.3. (Delivery Delays) - The date of delivery will be automatically extended for a period equal to the Buyer's delay in fulfilling the following obligations:
a) Payment of the sum due from the Buyer as advance payment;
Likewise if the Buyer (or any other person appointed by him for this purpose) is required to provide the Seller with manufacturing instructions, technical data or any other information necessary for the production of the goods, the delivery date will be automatically extended for a period equal to the delay occurred in providing the information to the Seller.
In case of changes agreed among the parties and occurred after the date of conclusion of the contract, the delivery deadline will be automatically extended for a reasonable period of time needed to perform those changes.
5.4. (Force-majeure) - The delivery time will be extended for a period equal to the duration of the force-majeure causes, such as strikes of every kind, fires, floods, lack of power, shortage or lack of raw material, failures and accidents to the Seller's manufacturing plant and any other obstacles not depending from the parties' will which will temporarily make the delivery impossible or too expensive.
As soon as the Seller is informed of the force-majeure event, he will inform the Buyer within a reasonable time about it and, if it is not clear from the nature of the impediment, about the possible consequences on the delivery obligations. Likewise the Seller will inform the Buyer about the termination of the force-majeure event.In case of any events as detailed in this clause no. 5.5, neither the Seller nor the Buyer are entitled in any case to any reimbursement or compensation.
6. GOODS TEST
6.1. (Object and Plan of the factory test ) - If expressly agreed among the parties, a sails' water test will take place at the buyer's premises. The factory test will refer to:
a) the compliance of the sails' manufacturing to specifications and drawings being part of the quotation.
The test is considered as positively passed if no written non-conformity report is issued; in any case the Buyer is not entitled to complain about any defects other than those of the object of the test specified in sub a).
6.2. (Consequences of Tests and Trails) - The Buyer loses his right to warranty, to act or to object about any sails' non-conformity or defects which could have been detected using ordinary diligence during the Tests unless a detailed and specific non-conformity report is issued in writing during or immediately after the Test.Return to Top
7.1. (Sails' Conformity) - According to the terms of this paragraph the Seller commits himself to delivering goods corresponding to the agreement and free from defects making them unsuitable for the normal use of sails' of the same kind.
7.2. (Extended Guarantee) - The Seller is not responsible for defects or non-conformities of goods resulting from the normal use of those components which, by their nature, are subject to fast and continuous wear (for example the luff cord).The Seller is not responsible for the non-conformities and defects on goods if they are the result of the Buyer’s failure to comply with the Use and Maintenance Instructions or if the goods are used for purposes different from sailing or if the sails are used beyond the limits described in the “Sail Code” published on the website www.onesails.com. Moreover, the Seller is not responsible for the goods if the Buyer has made changes or has repaired them with no prior written approval by the Seller.
7.3. (Warranty Term) - If it has not been agreed that the goods are delivered at the Buyer's premises, the warranty period is 12 months for a professional Buyer or 24 months if the Buyer is an end-user. The warranty starts from the date of delivery.
If goods are delivered at the Buyer's premises, the warranty period is 12 months or 24 months (respectively for Professional and End-User) starting from the test date at the Buyer's premises; but, in any case, it will not exceed 14 or 26 months from the date of Sails' Delivery. Warranty for repaired or replaced parts expires on the same day of the main goods' Warranty.
7.4. (Non-conformity Claim) - In addition to what is stated in the previous paragraph No. 6, the Buyer has to notify the Seller in writing about the non-conformity or the goods' defect specifying the details about its nature within 60 days from the date when he has discovered it or he could have discovered it through an accurate test and control of the goods, in order to be granted the warranty.
In no case it is possible to notify a non-conformity defect or goods' fault after the warranty's deadlines stated in the previous clause No. 7.3 or of those agreed between the parties. The Buyer loses any warranty rights if he does not allow any reasonable control required by the Seller or, in case the Seller has asked for the return of the faulty sail at his own expense, if he does not give it back within 15 days from the Seller's request.
7.5. (Repairs or Replacement) - After the Buyer's notification, made accordingly to previous clause No. 7.4, the Seller, after having ascertained the existing defect, can choose one of the following actions:
a) to provide free of charge the Buyer with the needed parts to replace the faulty ones or
b) to repair or have somebody repairing the goods at his own expenses or
c) to reimburse the Buyer for the price paid for the defective parts.
7.6. (Seller's Limited Liability Clause) - Except for willful deceit or gross negligence of the Seller, the possible refund of whatever damage to the Buyer, could not exceed the value of the defective part.
The warranty specified in this paragraph includes and substitutes any other guarantee or responsibility provided for by law and it does not admit any other Seller's responsibility related to and arisen from the goods supplied; In particular, the Buyer could not request any other refunds for the damage, neither a discounted price nor the cancellation of the contract. After the warranty expiry date no claims against the Seller will be accepted.
7.7. (Liability towards third parties or properties) - In no case the Seller shall be considered responsible for damages towards third parties or properties as a direct or indirect consequence deriving from the use of the sold goods. The use of the goods occurs under the Buyer's control and therefore under his liability; therefore, the Buyer undertakes full responsibility of all the risks resulting from the use of the goods and frees the Seller from any kind of liability.Return to Top
8. (Remuneration) - Unless differently agreed in writing, the Buyer will pay the Seller the amount of money agreed in the contract. The payment will be settled at the delivery of the goods.Return to Top
9. (Trustworthy Text) - In case the contract is issued in several languages, the trustworthy and legal text will be the English version.Return to Top
10 (Legal Disputes) - With reference to the legal and commercial disputes related to the present contract (including issues referred to the validity of contract, to its interpretation, execution or termination) that both parties are unable to solve in a friendly way, a Judge will be appointed according to the Seller's registered address and to the applicable Law for the contract.Return to Top
11 (Data Protection) - By sending the Order, the Buyer accepts and recognizes that the Seller can store, process and use the data included in the Order with the aim of processing the Order itself. Some pieces of information provided by the Buyer could be sent by the Seller to the companies involved in the goods delivery. Moreover, in case the Buyer has been given a loan, in order to pay the ordered goods, the information provided by the Buyer will be handed to the companies that had granted the loan for the purchase. Furthermore, the Buyer accepts and recognizes that the above mentioned data could be handed to other companies belonging to the OneSails group or to other societies whose products are available at the Seller's premises, in order to provide the Buyer with information about any product or service that could be of interest. In case the Buyer does not want his data to be handed to the mentioned companies to provide information about products or services of the Seller or of other third parties, he should state his refusal in the specific section of the Order Form. If requested in writing, the Buyer could have a copy of his data held by the Seller. The costs related to the Buyer's request will be at his expense. In case the data held by the Seller and referred to the Buyer should be wrong, the Seller will correct them upon written request of the Buyer. The Buyer's personal data provided in the Order will be collected, recorded and processed by the Seller who is the Data Controller.Return to Top
12 (Country variations) - Warranty terms and conditions as well as service procedures and timing may vary by country to country, and some services and/or parts may not be available in all countries. Some countries may have fees and restrictions that apply at the time of service. Certain countries may require additional documentation, such as proof of purchase or proof of proper importation, prior to performing warranty services. For detailed warranty informations in your country, please contact your local dealer/distributor.Return to Top