The following terms and conditions apply to all transactions relating to the sale of goods and products on the part of PANAzoo Italiana SrL and become binding upon the acceptance of the order on the part of PANAzoo Italiana SrL. The execution of an order implies acceptance on the part of the placer of the order of the following terms and conditions.
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1 DEFINITIONS AND INTERPRETATION
1.1 Unless there is a specific indication to the contrary in the text of these sales conditions, the terms listed below shall have the following meanings:
“Purchaser” The person, firm or company, whether or not a legal entity, that purchases the Goods in compliance with what is specified in the Order and with these terms and conditions;
“Goods” The goods or products agreed as sold by the Seller to the Purchaser in compliance with a specific order;
“Incoterms” International regulations for the interpretation of the terms used in international trade. The scope of the Incoterms is limited to questions relating to the rights and obligations of the parties to the sales contract with relation to the delivery of the sold goods. More information can be found at https://iccwbo.org/resources-for-business/incoterms-rules/
“Order” A contract or a series of contracts for the supply of Goods requested by the Purchaser, to which these terms and conditions apply;
“Seller” PANAzoo Italiana SrL, a company registered in Italy
1.2 Any reference to a specific law shall be considered as made to the text of the law in force at the time of acceptance of the order on the part of the Seller.
1.3 Any reference to a gender includes reference to the other or to the neutral form.
1.4 The numbering and headings of these sales regulations do not affect the interpretation of these terms and conditions.
1.5 With the exception of the condition as per number 1.9, these clauses represent the only and exclusive conditions in compliance with which the Seller intends to sell the Goods to the Purchaser, and which regulate the Order with the exclusion of any other term or condition (apart from relevant international Incoterms that the Seller and Purchaser agree to apply to the Order).
1.6 Terms and/or conditions enclosed and/or inserted unilaterally by the Purchaser shall not be considered as an integral part of the Order for Goods. The Purchaser waivers, as from this moment, any right deriving from the affixing of its own terms and/or conditions different to those contained in these sales regulations.
1.7 Completion and transmission of the Order to purchase Goods from the Seller implies the Purchaser’s acceptance of the contents of these terms and conditions.
1.8 These terms and conditions shall only apply to Orders made by the Purchaser, in writing or verbally. If accepted by the Seller, these terms and conditions shall be binding. Such acceptance shall occur by means of the issue of an Order confirmation by the Seller to the Purchaser.
1.9 Any change to these terms and conditions shall take effect if expressly approved in writing by PANAzoo Italiana SrL
1.10 The Seller’s rights and obligations deriving from these terms and conditions shall not prejudice any other of the Seller’s rights and/or obligations on the basis of general legal regulations.
1.11 In the event that a Court, Tribunal or any other body with jurisdiction judges (with a final ruling) one or more of these terms and conditions to be entirely or partially illegal, invalid, null, inexistent, inapplicable or not reasonable, such term or condition shall, however, be considered as separable from the remaining terms and conditions, which shall continue to enjoy full validity and effectiveness.
1.12 The failed, delayed or partial use, on the part of the Seller, of these terms and conditions in a specific circumstance, may not necessarily be interpreted as renunciation to avail itself of the same terms and conditions in other and subsequent circumstances in dealings with the same and/or other different Purchasers, and may not, in any way, affect the applicability and validity of these terms and conditions.
1.13 The Seller may, at any time and in any way, assign, transfer or subcontract to third parties its rights and obligations arising through these terms and conditions and relating to a specific Order.
2 OFFERS, CONDITIONS AND ORDER CONFIRMATIONS
2.1 Orders are accepted according to the availability of supplies of the Goods and/or the availability of the materials required to produce the Goods.
2.2 Further to the Purchaser’s specific requests, the Seller shall supply a written offer to the Purchaser specifying the price for the Goods, indicating the quantity to supply and the proposed delivery times. This offer shall also specify any Incoterms regulations applicable to the Order. The information contained in every single offer shall be valid for 30 days, except in the event of a different agreement in writing.
2.3 The price due for the goods includes the cost of packaging, with the exclusion of pallets and/or wooden boxes, which shall be charged at cost.
TERMS AND CONDITIONS OF SALE
3 PRICES AND PAYMENT
3.1 The price payable by the Purchaser for the supply of the Goods (and the period of time to make payment of the invoices) shall be that specified in the offers made to the Purchaser in accordance with the condition as per number 2.2 above or, in the absence of offers, as agreed between the Seller and the Purchaser each time that the Purchaser places an Order.
3.2 Except in the event of a different agreement between the parties, invoices shall be issued and dated by the Seller on the same day as shipment of the Goods and/or within the same month as the shipment takes place.
3.3 The Purchaser shall settle every invoice in its entirety with the Seller, together with legal VAT (if due) and other stipulated costs, within the time periods agreed to between the Purchaser and the Seller upon the effective placement of the Order. The time periods established for payment shall be mandatory.
3.4 Should the Purchaser fail to settle the sum due within the date established for payment or fail to comply with the Seller’s injunctions, the Seller shall be authorised to suspend the supply of any Goods to be supplied or delivered to the Purchaser until proper settlement of the due sum on the part of the Purchaser, without prejudice to the rights deriving from these terms and conditions and from those provided for by law.
3.5 The Seller reserves the right to charge the Purchaser interest on any sum, expense of other charges not paid within the due payment date and such interest may be charged from the date on which payment is due, to the effective date of settlement at the rate prescribed on each occasion by the law (interest at the legal rate) increased by 3 (tree) percent. Such interest shall accrue on a daily basis.
3.6 In the event that the payment of the Goods is to be made in instalments, the total sum due to the Seller shall become payable immediately should the Purchaser fail to comply with even a single agreed instalment, and also if the Purchaser starts winding-up procedures, or is declared bankrupt or is subjected to any other insolvency procedure or, in all events, declares to grant security on the Goods supplied by the Seller in favour of third parties.
3.7 Any dispute arising in relation to an Order or any delays not attributable to the Seller, may not exonerate the Purchaser from its contractual obligation to guarantee the prompt payment of the entire sum due to the Seller within the date(s) agreed to for final settlement for the Goods.
3.8 The Purchaser shall not be authorised to apply any variation to the agreed price on the basis of unilateral set-offs or counter-.claims, unless any changes to the price for whatever reason have been specifically acknowledged in writing by the Seller.
4.1 Except in the event of a different agreement, the Seller shall send the Goods to the places indicated by the Purchaser, which shall bear any costs incurred by the Seller regarding transport, besides any other applicable tax or duty.
4.2 The Seller’s normal delivery terms are ex-works (Binasco – MI). The Purchaser and the Seller may, on each occasion, however, agree the application of different Incoterms to the Order. Should different Incoterms be applied, they shall be specified by the Seller in the offer sent to the Purchaser in compliance with the conditions as per number 2.2 or, in the absence of a written offer, they shall be agreed to by the Purchaser and by the Seller at the time of effective placement of the Order in accordance with the condition as per number 3.1.
4.3 The date and time of delivery of the Goods supplied by the Seller are to be considered as merely indicative, and the Seller shall not, therefore, be liable for the consequences of any delay due to causes not attributable to it. Specifically, the Seller shall not be liable for damages, whether direct or indirect, suffered by the Purchaser as a result of the failed delivery of the Goods at a specific date or time. If this should occur, the Purchaser releases the Seller, as from this moment, from any liability for any delay due to causes not attributable to it.
4.4 The Seller reserves the right to organise the shipment and/or delivery of the Goods as it deems appropriate.
5.1 In the absence of specific Incoterms indicated in any written offer made according to the condition as per number 2.2 or agreed to between the Purchaser and the Seller in accordance with the conditions as per number 3.1, the ownership of the Goods, and therefore responsibility regarding the integrity of the Goods, shall pass to the Purchaser from the moment when the Goods leave the Seller’s premises.
6 GENERAL EXCLUSIONS AND LIMITS OF LIABILITY
6.1 These terms and conditions exclude the application of all the regulations contained in general law.
6.2 The Seller’s liability towards the Purchaser with regards to any well-grounded claims raised by the latter, may not, in any case, exceed the purchase price paid by the Purchaser for the Goods.
6.3 Except in the case of death or serious personal injury attributable to the Seller’s negligence, the latter shall not be liable for damage and/or loss (whether direct or indirect) suffered by the Purchaser or by any other third party as a result of any imperfection or defect of the Goods, also by virtue of the seller’s negligence or that of its employees or agents.
7 FORCE MAJEURE
7.1 The Seller shall not be held liable towards the Purchaser, reserving the right to defer the date proposed for delivery of the Goods, or to cancel or modify the Order, should it be unable to carry on or be delayed in carrying on its business activities as a result of actions, events, omission or accidents of any kind arising from causes of force majeure, including strikes, lock-outs, or other work disputes (whether regarding the Seller’s workforce or that of other entities), interruptions of a public utility or a transport network, extraordinary events, wars, uprisings, riots, wilful damage, compliance with any law or order, legal provision, regulation or government directive, accident, company failure or machinery breakdowns, fires, floods, storms or default on the part of suppliers and subcontractors.
TERMS AND CONDITIONS OF SALE
8 SHORTAGES, DEFECTS AND RETURNS
8.1 The Purchaser declares, as from this moment, to inspect all the Goods delivered by the Seller within, and not later than, 3 (three) working days from their arrival at its premises or at other places agreed to for the delivery.
8.2 The Seller may, at its own discretion, repair or replace defective goods (or alternatively reimburse with a credit note for such defective Goods), under the sole condition that the Purchaser arranges to send samples of any defective goods to the Seller, at their own expense, accompanied by all necessary details of the claim, within, and not later than, 7 (seven) days from the delivery.
8.3 In the event that, according to the Seller, the claim has not been made in compliance with the above conditions, the Goods shall be considered as accepted by the Purchaser and as conforming to the Order, and the Purchaser shall be bound to arrange for settlement of the aforementioned Goods.
8.4 Should a batch of Goods delivered by the Seller contain defective and/or imperfect parts as well as correct and properly working parts, the Purchaser shall be authorised to refuse only those Goods not conforming and/or defective, and shall be obliged to pay the purchase price for the remaining parts.
8.5 Our products carry a 12 calendar months guarantee – after the date – regarding defectiveness in material or workmanship, or both. The customer should always send a written notice before sending any part back to the seller, a specific form “warranty enquiry” is available to be filled in. PANAzoo Italiana SrL will, at its option, repair, replace or refund the parts which prove to be defective during the warranty period. Labor, transportation and service charges are not included. We do not bear any responsibility or transport costs for the return of the goods to our premises. Damages due to abuse or misuse by operators or animals are not included in our warranty terms.
9 CANCELLATION OF ORDERS
9.1 The Seller may, without affecting its own rights and/or obligations, cancel an Order in the event that the Purchaser is responsible for breaches in relation to the terms and/or conditions of the Order.
9.2 In the event that the Purchaser starts winding-up procedures, or is declared bankrupt or is subjected to any other insolvency procedure or, in all events, declares to grant security on the Goods supplied by the Seller in favour of third parties, the Seller shall be authorised to cancel any Order, in its entirety or partially, giving written notice without this affecting the rights and obligations already acquired by the Seller.
9.3 The Seller reserves the right to interrupt delivery of those Goods the production, sale or use of which results, according to its own discretionary opinion, in the violation of the intellectual property rights of third parties.
10 TECHNICAL SUPPORT
10.1 Further to the Purchaser’s request, the Seller shall have the right to provide, at its discretion, technical advice regarding use of the Goods. It is, however, expressly agreed that the Seller shall not be obliged to provide such advice and that, in any case, all advice and assistance given shall be provided and accepted at the Purchaser’s risk and the Seller shall not be liable in any case for the advice or assistance given, nor for any consequence deriving from the Purchaser’s reliance on such advice.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 All schedules, drawings and specifications of the Goods shall remain the Seller’s intellectual property and shall not be divulged, given, copied or sold to third parties without the Seller’s written approval.
12.1 All necessary communications in accordance with these terms and conditions shall be transmitted in writing and shall be sent by priority post, air mail, e-mail or by fax to the address of the party’s registered office or to the party’s fax number indicated in the Order or to that address, that fax number or that e.mail address on each occasion communicated to the other party in compliance with this article.
12.2 Communications transmitted by the above methods shall be considered as received once three working days have elapsed after sending (in the case of domestic priority post) or seven working days after the date of sending (in the case of airmail) and on the working day following transmission (in the case of sending by fax).
13 APPLICABLE LAW
13.1 These terms and conditions shall be regulated by Italian law and shall be subject to the exclusive jurisdiction of the Italian court to which the parties submit their case for judgement.