General terms and conditions of sale

Bianchi Vending Group S.p.A.

 

 

1. Scope and validity of the general conditions of sale – legislative effectiveness

 

These General Conditions of Sale govern and regulate the terms and conditions of sale of products manufactured and/or marketed by Bianchi Vending Group (hereafter named “BVG”) in general or by Bianchi Vending SpA currently being in Corso Africa 9, Verdellino (BG) and are valid unless expressly waived or changed in the order acceptance/confirmation and/or during the formation of contracts of sale, but in any case in writing. The customer, by sending, also by computerized means, the confirmation of his purchase order, unconditionally accepts the general conditions of sale set out below, that form an integral and essential part of any proposal, order or order confirmation for the purchase of the actual products. These conditions may be updated or changed at any time, by giving notice even through the dedicated page on the company website (www.bianchivending.com).

 

2. Meaning and conclusion of the contract


For sale contract we mean a contract, even at a distance, that is a legal transaction concerning movable property concluded between a supplier, BVG, based in Verdellino (BG), and a customer (retailer and/or distributor, operator, etc.. to the detail) as part of a sales system, even at a distance, organized by the supplier. Offers made by BVG are not a contract proposal, as per art. 1326 c.c., and, therefore, are in no way binding for BVG, being only indicative of the availability to supply certain goods at current prices at the moment of the offer, which is therefore subject to any subsequent change. Against each order, BVG will issue a written order confirmation that, if necessary, will be sent together with these general conditions of sale to the customer, who will return them duly signed, perfectioning the contract. BVG’s contracts are always concluded at the group’s headquarters, located in Italy, Verdellino (BG), Corso Africa 9. Any information or data on the features and/or technical specifications of the products contained in catalogues, pricelists or similar documents will be binding only when expressly confirmed in writing by BVG.

 

3. Offers and orders

 

All purchase orders must be transmitted to BVG by letter, telex, fax or through the electronic data interchange (EDI). They must be complete in every part and must contain all the elements necessary for the proper identification of the products ordered. BVG reserves the right not to accept incomplete orders. Each order is intended as an irrevocable contract proposal by the Customer. Any term or special condition of purchase included in the customer’s order contradicting the General Conditions of Sale in force and not approved in writing by BVG, will be considered void.

 

4. Prices

 

The selling price, if not specified, is that listed in the supplier’s pricelist on the date of completion of the contract. BVG regularly publishes and disseminates their pricelists also, even by computerised means. Unless otherwise expressly agreed in writing, the agreed prices, or, if none, the ones listed in the pricelist, are all ex-works delivery and not including VAT.

Therefore transport costs are borne by the customer, as well as any special packaging, taxes, bank costs or the possible regularization of the contract. BVG reserves the right to change the pricelists of their products in case of increase in supply costs and other costs related to the purchase prices of such products. On the amounts in the invoices we will not accept cuts or rounding.

 

5. Delivery and shipping

 

The transport of goods is by means of express courier designated by BVG, unless otherwise specifically requested in the order and the cost will be charged on the invoice.

Delivery times will be indicated in the order confirmation. They will, however, be indicative. The delivery time is counted in working days and can be accordingly extended due to events beyond the seller’s control, such as strikes, lockouts, fires, floods, delayed deliveries by sub-suppliers and other causes of force majeure. The delays that occur after the deadline of delivery can never bring to action for damages and/or suspended or delayed payments.

BVG reserves, in any case, the right to change the terms of delivery, at its sole option, giving timely notice. If the buyer has open invoices due to BVG, even on earlier deliveries, the Seller may suspend the validity of the contract until the payments have been made and appropriate guarantees have been given on future instalments.

BVG is not responsible for the transport that occurs at the sole risk of the customer. BVG sells under the clause Ex-Works (Bergamo) since it must be understood that ownership of the goods passes from BVG to the customer when the goods leave BVG’s plant perimeter. Any other Incoterms or phrases affixed to the order confirmation and/or other documents issued by BVG are not sufficient to waive this clause, which can be changed only with a countersigned written derogation.

BVG is not required to replace or to credit material tampered, damaged or lost during transport. BVG can not be held liable for any damages of any kind, caused by late delivery. Upon delivery, the buyer must control and inspect the product, as per the Civil Code.

 

6. Payments and disputes over invoices

 

Payments must be made within the deadlines agreed in the individual sales proposals and to BVG, regardless of any fault occurring during the warranty period. Payments must be made in the following ways:

- Cash on Delivery,

- Check,

- Cash (for amounts below €. 12.500,00),

- RID at 30 days from date of invoice at the end of the month

- Cash Order at 30 days from date of invoice at the end of the month,

or other pre-arranged condition.

Any dispute regarding invoices must be received by recorded delivery letter, sent to BVG within 8 days of receipt thereof, otherwise will not be taken into account and the invoice will be deemed accepted without reservation. In case of late or delayed payment, statutory interest will be charged to the customer on arrears accrued, as per legislative decree 231/2002.

In case of delays longer than eight days in the payment of money or any other amount due from the Customer, BVG will have the right to issue bills of exchange and/or bank drafts, which will be expressly authorized by the Customer.

The costs (stamps, banking, taxes, etc) incurred by BVG will be charged to the customer. The amount of such bills of exchange will be equal to the sum of the amount of the price of the goods purchased, plus interest and legal costs, stamp duty and any charge incurred.

The bills of exchange and/or bank drafts listed above will be supported, unless stated otherwise through recorded delivery letter sent by the customer, by the bank communicated by the customer or in the absence of the said bank, by another bank available to the Customer. The bills of exchange and/or bank receipts will be issued by the supplier, at its sole discretion, at sight or stating a deadline.

Any payment by the Customer will be charged primarily with the interests and accrued expenses and then the price of the goods, starting from the oldest invoices.

 

7. Exclusion of the right of cancellation by the Customer

 

Given that, even if subject to Legislative Decree no. 50/1992 the opportunity for the purchaser to exercise their right of withdrawal is foreseen only for the so-called End User (art. 2, letter A, Leg. Dec. 50/92), excluding thus dealers and companies, the purchase of goods from BVG is not subject to the right of withdrawal by the customer.

 

8. Warranty and Complaints

 

These provisions on warranty are also contained in the General Warranty Rules document (http://www.bianchivending.com/index.php?page=garanzia&hl=it_IT).

Any claims relating to discrepancies of the goods supplied against the ordered requirements must be sent to the Group’s after-sales service department within 15 days from the delivery of the goods. The merchandise is guaranteed against any manufacturing defects for a period of 12 months from date of shipment. If the Warranty Activation Form is used and sent to BVG (http://www.bianchivending.com/index.php?page=garanzia&hl=it_IT), this period can be extended to a maximum of 18 months. The Warranty is the free supply of spare parts found defective, or, at the option of the sole producer, the replacement of the entire defective unit. The customer can request to ship the defective part to a destination. In this case the shipment frees the manufacturer from the obligation of Warranty (unless new failure of the part sent within 12 months). If the Warranty is recognized, shipping costs are borne by the manufacturer. The manufacturer can replace defective parts with regenerated parts, being required to answer the warranty for the following 12 months from the exchange and shipping of the part. The warranty only covers failures related to the product which will lead to malfunctioning; the manufacturer will still have the power to decide whether to take action on the damaged parts or to replace the whole product. The warranty does not apply in case of failures caused by:

- Failures and breakage caused by transport;

- Failure to load water (where applicable);

- Frost;

- Wear and tear, negligence, neglect of use and poor maintenance by consumers because of failure to comply with what is written in the maintenance and installation manuals of the product;

- Incorrect installation or repair operations performed by unskilled personnel or not trained by BVG’s Training Centre;

- Fire, flood, inductive/electrostatic discharge caused by lightning or other phenomena outside, lack of electricity, voltage variations or anomalies;

- Lime scale build-up in the pipes, for which we always recommend the use of limestone filters that dramatically improve the reliability over time of distributors.

Warranty is not granted, unless proved that it is a manufacturing defect, for all moving parts and removable handles, lamps, glass parts and rubber, any accessory, consumable and all external components on which the consumer can take action during use. Warranty is also not granted on those products which, for the manufacturer's declaration, are or could be subject to defects that limit their use and for which a price reduction is agreed with the client to compensate for the reduction of the product’s value. In no event will BVG answer or be liable for the consequences, including special, consequential, indirect damage or similar and including loss of profit by its own and/or third party assigns, except in the case of intentional of gross negligence. BVG is not liable for any damage to persons, things, animals, which may directly or indirectly be caused by improper use of the goods. We decline all responsibility.

In no event shall the liability ever exceed the price paid by the customer for the single order from the content of which possible claims/compensations are derived.

 

Degree of Protection of Equipment

 

The degree of IP protection provided in the documentation and maintenance manual in the other diagrams present in the devices may be understood on live parts, for equipment in place, complete with all its parts, including lamps.

 

Safety Regulations

 

The products in their standard version comply with the "CE" European Community Directives. For any other destination for the material in question, the customer and/or his successors will require prior written permission directly from the manufacturer stating the necessity of the case. It’s the manufacturer’s choice whether or not to issue the authorisation.

 

Parts and third party products

 

Parts, products and accessories manufactured by third parties, even if integrated in the machines, are not covered by this Warranty. The warranty is issued directly by the manufacturer of the defective product. If requested, BVG will act as an intermediary between the customer and the third-party manufacturer. In this case, however, BVG excludes any liability for the agent.

 

Availability of spare parts

 

The availability of spare parts is ensured until the end of the tenth year after dismissal of the specific product from BVG’s range of products.

The spare parts will be listed and kept on pricing until the end of the fourth year from the dismissal of the product from the range. Subsequently, the prices for the same will be available upon request. The availability and delivery times may vary, even in a relevant way, depending on the availability of the individual items. Working or production of individual parts will be charged at full price.

 

9. Limitations of use and disclaimer

 

All products sold by BVG will be used exclusively for the stated purposes and in compliance with safety regulations. In case the customer uses or resells the products purchased and/or produced by BVG for different purposes, he does so at his own risk and peril, with any subsequent liability. Except as provided by mandatory provisions of law, contractual and / or non-contractual liability of BVG is excluded for any direct or indirect damage suffered by third parties as a result of the above provided in this article, and in cases of poor maintenance, improper use, non-observance of safety rules and other assumptions. In these latter cases, the Customer must leave BVG free of cost and/or liability that may arise from the facts of this chapter. In any case, BVG is not responsible for any incident that could appear in the use of the product due to specific defects in the chapter on warranty.

 

10. Control on resale and exports

 

All products supplied by BVG are intended to be used exclusively in the country in which they are delivered, as agreed with the client. Any resale or other use of the products, related technology and documentation are subject to export control regulations (laws, decrees, directives, decisions, administrative acts, etc) in force in the United States of America, in countries of domicile of the customer and in the European Union. They will also be subject to the regulations in force relating to import/export in countries outside the EU. It is up to the client to obtain information about the regulations, come into compliance with them and -if needed- obtain the necessary licenses to import, export or re-export.

 

11. Technical information and intellectual property

 

All information regarding the operating features of the goods (weight, size, capacity, performance, etc) have no binding except to the extent to which they are specifically mentioned in the reference documents. The software linked to the equipment is sold as provided by the specific licenses.

Any drawing or technical document that allows the manufacture of the object of the sale, or parts thereof, remains the exclusive property of BVG and can not be used by the customer or copied, reproduced, transmitted or communicated to third parties without a written authorisation by BVG, who remains owner of any intellectual or industrial property relating to the product.

 

12. Privacy Regulation L. 675/96 and subsequent amendments

 

According to Art 10 L. 675/96, we inform you that the personal data collected will be computer-processed for: the fulfilment of the contract and related law, the purpose of collecting pre-contractual information including economic and financial assessment, the verification of means of payment for contracts, the sending of commercial communications and promotions. The owner of the processing is Omero De Martin Mazzalon and the controller of the data is Gianpaolo Bononi, domiciled at BVG’s headquarters.

 

13. Jurisdiction

 

This contract is governed by Italian law. The Court of Bergamo shall have exclusive jurisdiction over any dispute relating to execution, interpretation or any other dispute arising between the parties relating to these terms and conditions of sale. The application of the Vienna Convention on the International Sale of Goods is therefore expressly excluded.

 

14. Legal Fees

 

Any unpaid invoice by the customer authorizes BVG to instruct a lawyer to recover the credit. After the notice of the appointment, the Client shall pay, in addition to the outstanding amount due, an additional sum as a penalty for the delay, 30% of the outstanding, with a minimum of € 200,00 by way of lump-sum reimbursement for legal fees and with the express waiver of the return. Also placed at the customer's expense will be any costs incurred by BVG for recovery of credit (such as, but not limited to: cost of notarisation, stamps, marks etc).

 

15. Changes to the Terms

 

Any derogative and/or integrative change to the text of the present Terms of sale will have no validity unless made in writing and expressly undersigned for approval by both parties. The possible invalidity of one or more clauses of these Terms shall not affect the validity of the same in their entirety.

 

 

Date, Place ________________________________ The Customer (signature)

Bianchi Vending Group S.p.A.

(BVG digital signature)

 

 

In accordance with and to the effects of Articles 1341 and 1342 c.c., the Customer, after reading the rules contained in these General Terms, agrees to the following specific items: 1. Scope and validity of the general conditions of sale – legislative effectiveness; 2. Meaning and conclusion of the contract; 3. Offers and orders; 4. Prices; 5. Delivery and shipping; 6. Payments and disputes over invoices; 7. Exclusion of the right of cancellation by the Customer; 8. Warranty and complaints; 9. Limitation of use and disclaimer; 10. Control on resale and exports;

11. Technical information and intellectual property; 12. Privacy Regulation L. 675/96 and subsequent amendments; 13. Jurisdiction; 14. Legal Fees; 15. Changes to the Terms.

 

The Customer ……………………

Date, Place, Signature …………………………

 

 

 

INTERNET SPECIAL DISCLAIMER

 

The general and special terms of sale on Bianchi Vending Group S.p.A.’s web sites can be updated in any moment. We ask you to please visit the pages with legal notes in a regular and frequent way to check the terms in force, because they are binding.

The Bianchi Vending Group S.p.A.’s web pages can use “cookies”. A cookie is an element that is put into the hard disk of a computer only after authorization. Cookies simplify the analysis of web traffic or they indicate when a specific site is visited and allow web applications to send information to the single users.

Bianchi Vending Group S.p.A. guarantees personal data privacy.

The information in this website is provided without explicit or implicit warrantee and, in particular, but not exclusively, implicit warrantee about saleability, suitability to a particular purpose and non-violation of the regulations of use.

The information in this website can include technical inaccuracy or typographical mistakes. Any information can be changed or updated without notice. Bianchi Vending Group S.p.A. can introduce changes and/or updates to products and/or software described in this site, without notice and in any moment.

In Bianchi Vending Group S.p.A.’s website, the information can include direct or indirect references to products, software and services of which the release has not yet been announced, or that are not available in the user’s country. These references don’t necessarily imply that Bianchi Vending Group S.p.A. wants to advertise and/or market these products, software or services in that country or region.

Bianchi Vending Group S.p.A. is not responsible for websites visited by the user through the Bianchi Vending Group’s site.

This website may contain links to other internet sites on the World Wide Web. Bianchi Vending Group S.p.A. provides such links for your convenience only, and is not responsible for the content of any website linked to or from this site. The links are provided in good faith and Bianchi Vending Group S.p.A. disclaims all warranties, express or implied, as to the accuracy, legality or validity of any content on any other website. The user is responsible for this site and the user must make sure that any information or section taken from the site does not contain destructive elements such as viruses, “worms”, “Trojan”, etc.

UNDER NO CIRCUMSTANCES WILL BIANCHI VENDING GROUP S.p.A. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL DAMAGES, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, ARISING IN ANY WAY OUT OF ACCESS TO OR USE OF OR INABILITY TO ACCESS THE SITE OR ANY LINKED SITE OR ITS CONTENT OR TERMINATION OF THIS SITE OR DENIAL OF ACCESS TO THE SITE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF BIANCHI VENDING GROUP S.p.A. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

INTERNET PRIVACY NOTE

 

The data that you will provide, without prejudice in case of refusal, shall be handled manually and with automated means through comparison, filing and calculation and also through the production of lists for purposes relating to:

1. customer management (administration, accounts, contracts management, orders, shipments, services, invoicing, solvency control); contentious management (debt collection included); credit insurance; execution of operations imposed by normative obligations; historical filing; marketing and advertising; sending of promotional material concerning the company’s services; statistical analysis for marketing purposes – for which no consent is required.

2. if you cross the box below, you allow the processing and communication of the data for purposes related to historical filing, obtainment of pre-contractual information not activated upon request by the party, voluntary audit activities.

This data will be communicated to company employees not assigned in compliance to the law 675/96, entities, authorities and public institutions, independent company collaborators, professionals (lawyers, professional accountants), information advisors; other offices of this company or other group companies, also foreign, belonging to the group; company suppliers; companies that provide business information; credit insurance companies; agents; auditing firms; and also anyone who is lawful receiver of communications provided by rules and regulations. The data will not be released to any third party. In compliance to the law 675/96, you have the right to access the Guarantor’s registers. You also have the right to obtain information about your data; to ask cancellation, freeze, updating, rectification, or integration and to oppose the processing, ask to the holder of the processing: Bianchi Vending Group S.p.A. – Verdellino (BG) C.so Africa 2/3/9.

 

¤ Consent to processing and communication for the purposes referred to in paragraph 2

 

Name and Surname

Signature

Date

 

General terms and conditions of sale - Bianchi Vending S.p.A.