1. SUBJECT MATTER

These general terms and conditions of sale apply to all sales between IVR S.p.A. (hereinafter referred to as “Seller”) and its customers (hereinafter referred to as “Customer”) and shall cover all goods featured in the Catalogue published on the website www.ivrvalvole.it (hereinafter “Catalogue”).

These general terms and conditions of sale govern all offers, orders and order confirmations exchanged between the parties. The technical specifications – which the Customer must comply with – are indicated in the Catalogue.

The data, measurements, items, prices, characteristics, performance and all other data reproduced in Catalogues, Price Lists, Brochures, Circulars, etc. are indicative in nature. They may be changed without notice and are binding for us only if expressly indicated in the acceptance or order confirmation.

These general terms and conditions of sale are considered valid and fully accepted upon acceptance of the offer. Orders or commitments made by representatives, agents or other auxiliaries of IVR S.p.A. are in no way empowered to bind the Seller, but only acquire validity and effectiveness with the Seller’s written confirmation.

Any modification of the order shall be valid only upon written confirmation by the Seller. Orders will be fulfilled only for complete packages and with a minimum amount of €500.00.

2. DELIVERY

The products will be delivered by the date and with the delivery terms (Incoterms 2020) agreed in writing between the parties in the order confirmation.

Any delays due to causes not attributable to the Seller do not give the Customer any right to delay payment, cancel the confirmed order or claim damages of any nature.

Storage costs in case of delay in taking delivery by the Customer shall be borne by the latter.

3. PRICE AND PAYMENT

The prices of the products are indicated in the order confirmation and are considered valid only after written confirmation by the Seller.

The Seller reserves the right to vary the price by communicating such change to the Customer with 30 days’ notice.

In the event of a raw material increase greater than 5%, a proportional price increase will automatically apply to the products. The London Metal Exchange (LME) will be used as a reference for determining the price and the increase.

The price will be paid by the Customer according to the conditions indicated in the order confirmation and confirmed on the invoice.

4. RETENTION OF TITLE CLAUSE

The ownership of the products remains with IVR S.p.A. until full payment of the price.

5. SELLER’S WARRANTIES

The Seller warrants that the product conforms to the technical specifications described in the Catalogue.

This warranty is conditional upon correct use and installation of the product by the Customer. Under no circumstances shall the Seller be held liable for the consequences arising from the use, installation and replacement of the Seller’s materials.

The products must be examined by the Customer upon taking delivery and any defects must be reported in writing to the Seller within 8 days of delivery or discovery in the case of latent defects.

In case of defects, the Customer must send the Seller a detailed description of the defect indicating the batch, attaching photos and specifying what the defect consists of.

The warranty is valid for 2 years from delivery. The warranty is limited to repair and/or replacement of the product and/or price reduction, according to the assessments made by the Seller. Any further warranty is excluded.

In case of damage to persons and/or property arising from defective goods, the Seller – subject to assessment – shall be required to compensate the Customer for damages within the limits of its liability insurance policy.

The warranty is conditional upon the Customer’s compliance with the technical specifications communicated by the Seller.

Returns of defective goods must be made by the Customer according to the instructions sent via email by IVR S.p.A. Returns are not accepted without prior written authorization from the Seller and the goods must be returned DDP – Delivered Duty Paid (Incoterms 2020) in the same condition in which the Customer received them.

6. SUPPLY OF OEM / SPECIAL / CUSTOMIZED PRODUCTS

Where the sale concerns products bearing a trademark owned by the Customer, the Customer must guarantee full and unconditional ownership of the trademark and authorize IVR S.p.A. to use the trademark for the purpose of manufacturing the products subject to the supply.

The Customer undertakes to indemnify and hold IVR S.p.A. harmless from any and all claims or actions, including those of third parties, in this regard.

It is the Customer’s sole responsibility and obligation to determine and communicate the technical characteristics and information to be shown on the packaging of the finished product, with express reference, among other things, to any local or international regulations, rules, practices and customs regarding the origin, provenance, technical characteristics of the products and their traceability.

The Customer undertakes to indemnify and hold IVR S.p.A. harmless from any and all claims or actions by third parties in this regard or from penalties possibly imposed as a consequence of failure to comply or incorrect compliance with the above provisions.

The sale price of OEM products to the Customer shall be that indicated from time to time in the order confirmation sent by IVR S.p.A. for the individual supply; any price lists or offers sent have only indicative value and are in no way binding on IVR S.p.A.

It is understood that the Customer undertakes to collect all products ordered and manufactured with its own trademark. IVR S.p.A. will be authorized to invoice them after 90 days from the date the goods are made available.

7. CONFIDENTIALITY AND INDUSTRIAL PROPERTY RIGHTS

The information exchanged between the parties will be used solely for the purpose established in these general terms and conditions of sale.

The parties undertake not to disclose to third parties the confidential information that will be exchanged during the supply.

It is understood that the corporate name, trademark, design, patents, confidential technical and commercial information of IVR S.p.A. relating to the products are the exclusive property of the Seller.

8. FORCE MAJEURE

The Seller is entitled to suspend or delay its obligations in the event that, by way of example only and not exhaustively, one of the following force majeure events occurs: delivery delays by the supplier, delays due to logistics, price fluctuations, strikes, lockdowns, epidemics, pandemics, wars, riots, unrest, government seizures, fires, earthquakes, floods or other catastrophic events.

If the force majeure event continues for more than 3 months, the Seller will be entitled to terminate the contract.

9. APPLICABLE LAW AND COMPETENT JURISDICTION

Italian law applies to these general terms and conditions of sale, with express exclusion of the application of the 1980 Vienna Convention on the International Sale of Goods.

Any dispute arising in relation to these general terms and conditions of sale:

if the Customer is based in Italy or the EU, it shall be submitted to the Court of Novara;

if the Customer is based outside the EU, it shall be submitted to the Arbitration Chamber of Milan and decided by a sole arbitrator appointed in accordance with its Rules.

The seat of arbitration shall be Milan and the language of arbitration shall be English.