1a These General Sales Conditions regulate all relationships pertaining to the supply of goods and/or services between TCI Telecomunicazioni Italia S.r.l. (hereinafter "the Seller") and the Customer, unless expressly waived by various conditions accepted in writing by the Seller. Potential purchase conditions of the Customer conflicting with the conditions set out in this document will have no validity, unless expressly accepted in writing by the Seller.
1b The Seller reserves the right to amend these General Sales Conditions at any time.
1c In case of discrepancy between versions in different languages, the Italian version will prevail.
1d In the case that one or more provisions of these General Sales Conditions are found to be invalid or not applicable, their invalidity or inapplicability will not affect the validity or applicability of the remaining provisions and of the General Conditions as a whole.
2a The products manufactured by the Seller must be utilized only and exclusively under the conditions and with the modalities indicated within the informational materials provided by the Seller, including - by way of example but not limited to – catalog pages, labels, product specifications and any potential additional instructions made available from the Seller. The products placed on the market by the Seller must be used only and exclusively under the conditions indicated by the original manufacturers. When utilizing them, the Customer must comply with the product specifications provided by the manufacturer and/or the Seller.
2b The Customer will be solely liable for any inappropriate use or use that does not comply with the technical specifications of the product. The Seller will be fully released from any liability, damages, charges or costs deriving from the Customer's failure to comply with the conditions of use.
2c The Seller – in order to avoid misunderstandings - recommends always checking the information relative to the products before utilizing them. Product specifications are subject to change without notice.
2d Unless otherwise agreed in writing, no changes to the logos and/or the identification marks of the Seller's goods are permitted; in particular, removal of the product label, or the placement or manipulation of any type of specific sign - which could be construed as a trademark of origin of the Customer or of third parties - is not permitted.
3a The Seller's offers, unless otherwise specified, are considered valid until they are subsequently updated by the Seller and in any case for a maximum of 6 (six) months. At the end of this period, they must be reconfirmed or updated by the Seller.
3b The Seller may, at any time and at its own discretion, change the price lists for the sale of its products.
3c The sales prices indicated in the offer phase and displayed on the order confirmation do not include VAT and do not include taxes, duties, transportation costs or other expenses and commissions.
3d The prices are inclusive of packaging costs with the use of the Seller's standard packaging, unless otherwise agreed in writing between the Seller and the Customer. Any potentially special packaging, requested and agreed in writing, will be exclusively charged to the Customer.
3e Unless otherwise agreed in writing with the Customer, the currency applied to the supply and its payment will be the Euro (€).
3f. Unless otherwise agreed in writing with the Customer, the minimum order quantity (MOQ) will be equal to one package, as indicated by the TCI sales department.
3g General conditions for direct supply for Italy: unless otherwise agreed in writing with the Seller, the minimum invoiceable amount for direct supplies from the Seller is €500 (five hundred/00) with free delivery by carrier chosen by the Seller, standard service for supplies equal to or greater than €1,000 (one thousand/00). Below this threshold, deliveries are understood to be ex works. Any potential special delivery services, requested and agreed in writing, will be exclusively charged to the Customer.
3h General conditions for direct foreign supplies: unless otherwise agreed in writing with the Seller, the minimum invoiceable amount for direct supplies from the Seller is equal to € 1500 (one thousand five hundred/00) while transportation, customs and ancillary expenses are at customer's charge.
4a The invoice relative to the purchased material must be paid by the Customer within the terms and in accordance with the modalities agreed in writing.
4b Unless otherwise agreed in writing, bank charges relative to the payment of invoices are understood to be entirely charged to the Customer.
4c Any disputes relative to invoices must be sent by registered letter with receipt of return or by electronic email to the address firstname.lastname@example.org within 8 (eight) days from receipt of the same. If not, the invoices will not be taken into consideration and the invoices will be considered accepted without any reservations.
4d The Customer is not authorized to make any deductions from the amount indicated in the invoice without a prior written agreement with the Seller. The Customer may not refuse or delay payment of an invoice for any reason unless otherwise agreed in writing with the Seller.
4e If the Customer has not complied with the payment of any overdue amounts, the Seller reserves the right to suspend the deliveries of material and/or the supply of services until the debts are settled.
4f If it emerges that the Customer has deliberately failed to promptly inform the Seller of any situations which may affect its creditworthiness, the Seller will be authorized, without prejudice to other legal rights, to request payment of the outstanding sums with automatic operation of the acceleration clause or adequate guarantees for the same and, if these are not presented, to cancel the agreement.
4g The Seller may - at any time at its discretion, and with prior written notification - amend the Customer's payment conditions in the event of repeated and unjustified payment delays.
5a Orders received by letter, fax or e-mail will be considered valid. The Seller reserves the right to not accept telephone and/or verbal requests.
5b Orders must comply with any MOQ established by the Seller.
5c The Seller will send/undertakes to send the official order confirmation within 72 hours of receiving the order by the Customer, without prejudice to any impediments due to the causes listed in point 5g of these General Sales Conditions.
5d The official order confirmation is generated and transmitted electronically and does not require a signature for acceptance.
5e The order is understood to be accepted by the Seller only when the relative official order confirmation has been issued. Each order will generate a contract and each contract is considered independent in its own right.
5f The order confirmation will contain the Customer's references and an approximate, non-binding shipping date. The Seller will take all possible action to respect the indicated shipping date. Potential delays will be promptly notified to the Customer; in this case, the latter will not retain the right to a request for on demand shipments at the expense of the Seller and/or with express service, nor to cancellation of the supply contract, nor to any claims for damages and/or penalties deriving from or in any case connected to this delay.
5g In any case, the Seller will not retain any liability for any failure or delay in fulfilling orders if this is due to causes not reasonably ascribable to the Seller, including but not limited to:
- the requirement to comply with laws, regulations, orders, deeds or requests from governmental, administrative, civil or military authorities, or bodies depending on them;
- actions or omissions of the Client;
- causes of force majeure including but not limited to fires, floods, pandemics, inclement weather, trade union actions, suspension of utilities, wars, etc.;
- transportation delays or their suspension;
- failed or delayed deliveries by suppliers and difficulty in obtaining raw materials.
6a The delivery and transportation conditions are those agreed between the Seller and the Customer and are reported on the official order confirmation as well as on the delivery note and/or invoice.
6b Unless previously agreed in writing with the Seller, the transportation of goods and all related expenses, including customs, are to be charged to the Customer. The Seller will make itself available to organize transportation with its own carrier while debiting the relative expenses within the invoice following notification to the Customer and its acceptance in writing.
6c Under no circumstances will the Seller cancel invoices for material not promptly collected by the Customer. Following 10 working days from the date of communication of the readiness to ship to the Customer without receiving any information regarding transportation, the Seller reserves the right to ship the material with a carrier chosen at its discretion and with standard service, debiting the relative amount directly to the invoice.
6d In case of transportation organized by or in any way managed by the Seller, any potential storage of goods will be charged to the Customer if the latter (or the recipient of the shipment in the case of deliveries to third parties) is unable to receive delivery of the ordered products.
6e The Customer undertakes to verify the conditions of the pallets and/or boxes upon delivery. In the case of transportation by carrier and/or subscription by the Customer, the latter undertakes to present any claim for loss, theft, delays in transport activities and/or in the modalities of delivery of the products directly to the carrier. In the case of delivery with transportation paid by the Seller, the Customer can choose to refuse the delivery or accept it "with a reserve clause", promptly notifying the Seller of the reason so that the Customer can take action with his carrier and manage the complaint as quickly as possible.
7a The risk of loss and/or damages to purchased products is transferred to the Customer at the time of delivery of the products by the Seller, even to the carrier and on the basis of the agreed INCOTERMS.
8a Unless otherwise agreed in writing, the Seller guarantees the compliance of the supplied services with the specifications submitted to the Customer during the offer phase and in any case before undersigning the supply agreement.
8b Requests for modification of services must be sent in writing to the Seller. The Seller will submit an official offer to the Customer with details of the changes and, following approval from the Customer, will initiate the agreed upon service.
9a The Customer may cancel the order up until the time of receipt of the official order confirmation from the Seller and in any case no later than 15 (fifteen) working days from the shipping date specified for standard products..
9b Cancellation of orders for standard products. In the case of a cancellation request between 14 (fourteen) and 5 (five) working days before shipment, the Seller reserves the right to request compensation for non-delivery as well as order management costs sustained up to that time for an amount equal to 5% of the price of the materials subject to cancellation by the Customer.
9c Cancellation of orders for custom products. The Customer may not, under any circumstances, cancel orders for custom products. These orders can only be rescheduled with the reference sales professional within a maximum of one year from the initial shipment date specified on the order.
9d In the case of orders with scheduled deliveries, any potential request for the rescheduling of deliveries by the Customer must be agreed in writing with the Seller and can only be implemented with at least 15 working days' notice from the first available deadline. The complete execution of the scheduled order must take place no later than the last deadline specified within the official order confirmation, unless otherwise agreed in writing with the Seller. If the scheduled order is not collected by the last deadline indicated on the official order confirmation, the Seller reserves the right to ship the remaining material with a carrier chosen at its discretion and will debit the relative amount.
9e Upon notification to the Customer, the Seller may complete partial shipments or shipments in advance of the shipment date indicated on the official order confirmation.
9f The Seller undertakes to take all possible actions to satisfy any potential requests by the Customer for a complete or partial advance of the orders in progress.
10a The Seller's warranty and return conditions are available at the website www.tci.it
11a The Customer acknowledges that all trademarks, trade names, industrial patents, projects, designs and other material covered by intellectual property rights, whether registered or not, as well as the know-how of the Seller or its suppliers - and which refer to the products supplied by the Seller - are and will remain the exclusive property of the Seller or its suppliers and may not to be utilized, distributed, licensed, disclosed or registered by the Customer or any third party unless otherwise agreed in writing between the Customer and the Seller.
12a The Customer may not utilize and reveal, disclose and/or disseminate to third parties, either directly or indirectly, by any means and in any manner, confidential information (including but not limited to the agreed prices and conditions of sale) pertaining to the fulfillment of the past and/or existing contractual relationship with the Seller.
12b The Customer undertakes to process personal data in full compliance with the GDPR - General Data Protection Regulation - and Legislative Decree 101/2018.
12c The provisions of this section 12 remain valid even after the expiration of the sales agreement as well as in the case of any termination of the supply relationship between the Seller and the Customer.
13a This contract is regulated, governed, applied and interpreted in accordance with Italian law. Any dispute that may arise with regard to the validity, effectiveness, interpretation and execution of this agreement and any deed/fact dependent, connected or in any case referable to the latter will fall under the exclusive jurisdiction of the Court of Busto Arsizio.