BIANCHI VENDING SPA

GENERAL SALES CONDITIONS

 

1. Definitions

For purposes of these terms and conditions (hereinafter also referred to only as "Terms of Sale" or "Terms" or GTC), the following terms shall have the meaning attributed to them as described below:

-         SUPPLIER: Bianchi Vending SpA (or BV, or Bianchi) current in Corso Africa 9, Zingonia di Verdellino (BG), Italy comprising as well all the controlled Italian branches;

-         CUSTOMER: Any company but the consumer who purchases BVG brand products;

-         PRODUCTS: Goods manufactured by or sold under the brand Bianchi Vending S.p.A.;

-         ORDER / S: any proposed purchase of products submitted by the Customer to the Supplier, by fax, e-mail and / or web e-commerce transactions;

-         SALE / S: each legal transaction, contract, signed at a distance, which concerns the Product / s, concluded between the Customer and the Supplier according to BV trade policy approach, following the receipt by the customer of written acceptance or confirmation of the Order by BV;

-         LOGO: BV brand of which the Supplier is the owner and / or licensee;

-         PROPERTY RIGHTS, INTELLECTUAL PROPERTY: All intellectual property rights and / or industrial BV ones, including, without limitation, the rights to: patents for inventions, designs, utility models, trademarks, know-how, technical specifications, data, software, regardless of whether or not registration of such rights, as well as any application or registration relating to such rights and to any other right or form of protection of a similar nature or having equivalent effect.

 

2. Scope and validity of the conditions of sale - effective legislation

These Terms and Conditions of Sale apply to all sales of Products, unless otherwise expressly waived in writing and form an integral and essential part of any proposal, order, purchase order confirmation of the products, even if not specifically mentioned. BV reserves the right to add, edit or delete any provision of these Terms and Conditions at any time, by giving notice also on the page dedicated to the company website (http://www.bianchivending.com/) provided that such additions, deletions or changes will apply to all sales concluded from the 15th day after notification (by publication on the website or by sending newsletters ...) to the Customer of the new Conditions of Sale.


3. Concept and conclusion of the contract


It refers to the definition offered in the above Chap.1).

Sales of BV are always completed at the registered office of the group located in Italy, 24040 Loc. Zingonia di Verdellino (BG), Corso Africa n.9.

 

4. Orders and Sales

Each Order must be complete in every part and must contain all the elements necessary for the proper identification of the ordered Products (only by way of example and not limited to: product description, quantity required, price and delivery terms, ...); BV reserves the right not to accept incomplete Orders; Each Order is intended as an irrevocable contract proposal by the Customer authorizes BV to start the production since its notification.

The Order shall be sent by fax or by e-mail or via electronic data interchange (EDI) to BV. Any particular term or condition of purchase (CDA) appearing on the Order that is inconsistent with the General Conditions of Sales and has not been previously approved in writing by the business competent authority or compartment of BV will be void even where it is referenced or is contained within the same Order or in any other documentation coming from the Customer, or even where it is the effect of tacit consent.

Orders accepted by regular BV can not be canceled by the Customer without the previous written consent of BV.

The Sale is deemed completed when the Customer receives from BVG: a) the written confirmation (by e-mail, fax or other electronic means) to comply with the terms and conditions of the Order, or b) if the Customer receive a written confirmation from BV containing different terms from those contained in the Order, once after two (2) working days since the receipt of confirmation containing the divergent terms, missing in that period the Customer written complaint received by BV , or c) without written confirmation of BV, in the time when the Product is delivered to the customer.

5.Prices
The Sale price, unless otherwise specified, is the price prevailing at the date of the contract or, failing that, if the Product is not included in the price list or it is not available, is the price indicated in the Order and confirmed in writing by BV at the time of the Order itself. Unless otherwise agreed in writing between the Parties, the price of the product is to be understood "Ex-stock delivery vendor" (BVG) and net of VAT and discounts.

BV reserves the right to change the price lists of their products in case of increase in procurement costs or other costs related to the purchase prices of the products. Either cuts or rounding are not accepted on the amounts listed in invoices. Thus the cost of transporting, shipping, and those relating to any special packaging, taxes, customs fees, expenses relating to the issue of the possible effects of bank or regularization of the contract, remain charged to the customer.

These costs are borne separately by the customer.


(6. Retention of title clause:

If it is expressly agreed between the Parties BV retains the ownership of the product until the full payment of the price of the same.  It is burden of the Customer to carry out all formalities required by local laws in order to make valid and enforceable against all third this retention of title clause, even operating your Membership at any appropriate register, where locally required.)

7.Transport and delivery

Unless otherwise agreed in writing between the Parties, the transport of Products is by courier designated by BV, its fee is charged on the invoice, unless otherwise agreed in writing between them.
Delivery times will be listed in the order confirmation. In any case, delivery times are approximate, non-essential under art. 1457 Italian Civil Code and in any case do not include the transportation period.

Therefore, the delays that may occur on the delivery date and are not attributable to BV, but to external circumstances, such as, without limitation and without any claim to be exhaustive: strikes, lockouts, fires, floods, delayed deliveries part of sub-contractors and other acts of God, can never give rise to action for damages and / or suspend or delay payments.

BV reserves, in each case, the right to change the terms of delivery, in its sole discretion, giving timely notice.

If the Customer has overdue payments against BV, also related to earlier deliveries, BV has the right to suspend the execution of the contract until payments have been made and appropriate guarantees on rates expire have been given.

BV, sells under the Ex Works clause (Bergamo), when it is intended that the ownership of the asset passes to the Customer by BV when the goods leave the plant perimeter shipping BVG, or under the Dap clause, when it is intended that the ownership of the asset passes to the customer by BV on delivery at the place indicated by him.

BV can not be held liable for any damages of any kind, due to late delivery by the carrier.
Upon delivery of the product, the Customer must check and inspect it, even under the provisions of the Italian Civil Code, indicating the damage in the DDT and / or the anomalies found. In the event that the customer is unable to perform the immediate control of the Product delivered shall sign the DDT with "reserve". Otherwise any subsequent disputes will be void.


8. Payments and invoice disputes


Unless otherwise expressly declared will of novation, payments must be made within the deadlines agreed in the Sale and at the headquarters of BV;

Payments, including e-commerce ones must be paid in Euros (€) and accordingly to procedures agreed in writing between the Parties and in accordance with the provisions in force.
Any disputes relating to invoices must be received by registered post to / or addressed to BV within eight (8) days from the date of receipt, otherwise they will be taken into account and the bills will be considered accepted without reservation.

BV may grant extended payment terms to the Customer, with or without the payment of interests.
In case of delay on payment/ s on the expected expiration date, Bianchi may charge the Customer with interests on arrears under Italian D.lgs. n. 231/2002.

Any payment of the due will be charged first to the accrued interests and costs and therefore to the price of the goods, starting from the fees due for more time.

The non-payment or delay in payment of more than seven (7) working days will entitle BV to suspend the delivery of Products and/or terminate the Sale and no money will be claimed by the Client as a compensation for any consequential damage.

Any claim relating to the Product/s or delivery of the Product/s can not justify in any way the suspension or the delay in payments.


9. Exclusion of the right of withdrawal by the customer

Sales of Products are not subject to withdrawal by the Customer due to lack of subjective requirements referred to in Legislative Decree n.50/1992.


10. Warranty and Claims

The provisions on the Warranty stated below is also contained in the General Warranty document on  http://www.bianchivending.com/ site.

Any claims relating to ordered Products’ worse defects than the requirements (for example type and amount) must be complained by writing and received by the Group's after-sales service, through a special module installed on these sites, within 2 working days after the goods’ delivery. If the complaint is not notified within this period and/or the DDT has not been indicated in acceptance with "reserve" , the delivered Products will be considered as meeting the Customer's Order.
The merchandise is guaranteed against defects in workmanship for a period of 12 months from the date of "first installed" or, in case of failure to disclose it, the date of shipment from BV. No other warranty, express or implied (such as but not limited to, the guarantee of proper operation or suitability for a particular different purpose) is granted with reference to the Products.
In the event that is being used and sent to BV the guarantee form on the site http://www.bianchivending.com/, within a maximum of 6 months from the date of shipment, BVG is going to protract that duration to a maximum of 12 months. This warranty consists in free supply of defective parts, or, at Manufacturer's sole option, to replace the entire defective Product.
The Customer may request the dispatch of the faulty part at a specified destination. In this case, the shipment of the part gets BV completely free from the guarantee (unless the new part failures in the next twelve months). If the Warranty is recognized, shipping costs of the faulty part are borne by BV.

It is in BV’s right to replace defective parts with regenerated parts, being obliged to meet the Warranty for the replacement / shipment of the part for the next 12 months. The warranty does not operates with respect to products whose defects are due to: a) damage caused during transport, b) negligent use or misuse thereof, c) failure to follow instructions BV relating to the operation, maintenance and preservation of the / i product / s, d) repairs or alterations made by the Customer or any third party without the prior written permission of the BV.

It is applied in case of damage caused by a failure to load water (where applicable); frost incorrect installation or repair work performed by unskilled personnel or format by BV Training Center, fire, floods, discharges inductive / electrostatic or caused by lightning phenomenon or other external device, a power failure, voltage variations or anomalies; scale buildup in pipes, for which we always recommend the use of limestone filters that dramatically enhance the reliability of the distributors.
They are also not covered by warranty, if it can be proved that it is a manufacturing defect, moving parts and removable handles, lamps, glass and rubber parts, any accessories, supplies and more generally all components that are external to the product and on which the Consumer can take action during use. It is finally not granted warranty on those products that under the manufacturer declaration are or may be subject to defects that limit their use and therefore a compensatory decrease in the price is agreed with the client because of the reducing value of the product. Under no circumstances BVG shall be held liable or responsible for the consequences, including damages including special, consequential, indirect or similar, including loss of profits and by its own and / or third-party assigns, except in the case of fraud or of gross negligence. BV is not liable for damages to persons, things, animals, that may directly or indirectly caused by improper use of the goods for what BV assumes no responsibility.

In no case the liability may not exceed the price paid by the Customer for the individual Order from whose content is derived the fact/s that pertain to any claim for damages / compensation.
In any case, the Customer will not be able to make a warranty claim if the price of the Product/ s has not been paid to BV at the conditions and terms agreed upon, even if the failure to pay the price agreed to the terms and conditions refers to other products than those for which the customer intends to make a warranty claim.

BV disclaims all warranties as to the conformity of products with the rules and regulations of countries that are out of the European Union.

PROTECTION EQUIPMENT

The IP protection degree specified in the user and maintenance documentation and in the other diagrams that may be present in the machines is to be understood on the energized parts for equipment on site, complete in all its parts, including lamps.

SAFETY RULES

The products in their standard comply with European Community Directives "EC" and "EN". For any other destinations of the material in question, the Client and / or its assignees shall require prior written authorization directly from the manufacturer stating the necessity of the case. However, the manufacturer is entitled to release it or not.

PARTIES AND THIRD PARTY PRODUCTS

Parts, products and accessories for the manufacture of third parties, even if integrated in the devices are not covered by this warranty. The guarantee is issued directly by the manufacturer of the defective product. If requested Bianchi will act as an intermediary between the customer and the manufacturer third part. In this case, however, any liability for BVG is excluded.
AVAILABILITY OF SPARE PARTS

The availability of spare parts is assured until the completion of the tenth year from the disposal of the product range from sale.

The prices of these parts will be indicated in the price list until the completion of the fourth year from the disposal of the product range from sale. Subsequently, the prices for the same will be available on request. The availability and delivery times may vary, also very important, depending on the availability of individual items. The working or the production of individual pieces will be charged in the entire cost.


11. Restrictions on Use and Disclaimer

The products sold by BV will be used solely for the purposes indicated and in compliance with safety regulations, in accordance with the provisions of "Manual of instructions for use of the distributor" which is part of the Product. In the case where the Customer were to use or resell the products purchased and / or produced by BV for different purposes, acts at its own risk and peril, with any resulting liability. Except as required by mandatory provisions of law, it is excluded any liability for BV for any direct or indirect damages suffered by third parties, as a result of the foregoing provisions of this article, and in cases of poor maintenance, use improper handling and compliance with safety rules and other assumptions. In these latter cases, the Customer must take BV free of cost and / or liability that may arise from the facts of this chapter. In any case, BV is not responsible for any inconvenience that may arise in the use of the product is not due to specific defects in the chapter on security.


12. Control of export and resale

All products supplied by BV are intended to be used only in the country in which they are delivered, as agreed with the Customer. The resale or other use of the products, related technology and documentation are subject to export control regulations (laws, decrees, directives, decisions, administrative acts, etc..) of the United States of America, in countries of domicile of the Customer and the European Union, will also be subject to the regulations on import / export in non-EU countries. It is borne by the Customer to inform about the regulations, come into compliance with them and - if necessary - to work to obtain the necessary import permits, export or re-export.


13. Technical information and intellectual property

The Intellectual Property Rights are sole and entire property of BV and the communication or use of GCS in relation to them does not create any right or claim for the Customer. The Customer agrees not to take any action incompatible with the ownership of Intellectual Property Rights and declares that: a) BV is the exclusive owner of the trademark owner of the rights and b) abstain from using / record Intellectual property rights and similar marks and / or confusingly similar with the Mark, in contrast with the interests of BV, c) use such Trademark Rights and exclusively in accordance with the instructions of BV and exclusively for the purposes set forth in these Conditions of Sale.


14. Termination clause and Returns

BV reserves the right to terminate the individual sale at any time by written notice sent to the Customer pursuant to art. 1456 Italian Civil Code, in the event of default provided with respect to: a) price of the products, b) Payments, c) Intellectual Property Rights

In any case it is right of BVG to withdraw from the sale by written notice sent to the customer within 15 days from receipt of the Order.


15. Change in Terms of Customer Asset

BV reserves the right to suspend the performance of obligations arising from the sale of products based on art. 1461 Italian Civil Code if the customer's financial circumstances became such as to seriously endanger the achievement of the consideration, unless provided sufficient guarantees.


16. L. Privacy Policy 675/96 and subsequent amendments

Under Article 13 Italian Law N. 196 on 30.06.2003, BVG informs that the personal data collected will be used for computationally: a) Sale of obligations and those of law-related, b) the purpose of collecting pre-contractual information, including the economic and financial assessment, verification of means of payment for contracts concluded, c) the sending of commercial and promotional, d) the additional purposes set out in Note Internet Privacy.

Under Article 28 Italian Law N. 196/’03 the “data controller” is Bianchi Vending SpA, in person of its legal representative, current in Corso Africa N. 9, Zingonia Verdellino (BG).


17. Jurisdiction and venue

All sales are governed by Italian law. For any disputes in connection with the execution, interpretation or for any other dispute arising between the parties relating to these Terms of Sale has exclusive jurisdiction to the Court of Bergamo. The application of the 1980 Vienna Convention on the International Sale of Goods is hereby expressly excluded.


18. Liquidated damages and legal costs

Any outstanding customer authorizes BV to instruct a lawyer to demand the recovering of the credit, with an additional cost borne by the Customer in arrears as a) a penalty for the delay, b) lump-sum reimbursement of legal fees, with express waiver of the statement c) will also be charged to the Customer any additional expense incurred by BV for the recovery of credit (including, without limitation: expenses of notary’s authentic, stamps, marks etc. ).


19. Changes to Terms


Any derogation, change and / or additions to the text of these Terms and Conditions, becomes void if not made in writing and expressly signed for approval by both Parties. If no indication of "novation" is mentioned, it is granted as an exception to the referred single sale completed with the Customer. The invalidity of any one or more provisions of these Terms shall not affect the validity of the same whole.

Date, Place_________________________________


Bianchi Vending SpA

 

 

 

The customer

(signature)

 


(Digital signature BV)





Pursuant to and for the purposes of Articles. 1341 and 1342 Civil Code, The Customer, after reading the rules contained in these Conditions of Sale, states have specifically negotiated and agreed to the following items: 4. Orders and Sales 5. Prices 7. Transport and delivery 8. Payments of invoices and disputes; 9. Exclusion of the right of withdrawal by the customer; 10. Warranty and Claims 11. Restrictions on Use and Disclaimer 12. Control on resale and exports; 13. Technical information and intellectual property; 14. Termination clause and termination of the Supplier; 15. Change in financial circumstances of the customer; 17. Law and Forum 18. Legal fees.

Date, location________________

signature
The Customer



_____________________________



INTERNET SPECIAL DISCLAIMER

The general and special sales terms on Bianchi Vending SpA web-sites can be updated at any time.

Then please visit the pages containing legal information on a regular basis to verify the time and frequency effect, because they are binding.

The Web pages of BVG sites, may use "cookies". BV is committed to ensuring the confidentiality of personal data.

The information contained in this website are provided without any express or implied warranty of any kind and, in particular, but not limited to, any implied warranty of merchantability, suitability for a particular purpose and non-infringement of the rules of use.

The information contained in these Web sites may contain technical inaccuracies or typographical errors. BV also reserves the right to make changes and / or improvements without prior notice and at any time, the products and / or programs described on this site.

Information published by BV on the Internet may contain references or cross references to products, programs and services whose output has not been announced or are not available in your region. BV is not in any way responsible for the websites to which the user accesses through this site.
The existence in BV sites of a hyper-link to a site that is not bound up with BVG itself does not imply approval or acceptance of responsibility on the part of the Society about the content or use of this site.

It is user’s responsibility to take every necessary precaution to ensure that any information or section is taken from that site and use is free of destructive elements such as viruses, "worms", "trojans" and so on.

Unless otherwise provided by law, Bianchi Vending SpA shall in no event be liable for any partial or total, directly or indirectly linked to the use of this website or other websites linked to it from a hyperlink, including, without limitation, damages such as loss profits or revenue, interruption of business or profession, loss of programs or other kinds of data stored on your computer system or other system, although BV was expressly advised of the possibility of such damages.

INTERNET PRIVACY NOTE

The data that will provide, without prejudice in case of refusal, shall be processed in accordance with law for purposes of: a) customer management (administration, accounting, management contracts, orders, shipments, services, billing, monitoring solvency); b) management of litigation (including debt recovery), c) credit insurance, d) fulfillment of the obligations imposed by regulatory operations, and) historical records; f) marketing and advertising; g) the sending of promotional services offered by the Company; h) statistical analysis for marketing purposes - for which no consent is required.

The data will not be disclosed to third parties.

According to Title II of the Italian Dlgs. N. 196/2003 you are entitled to access to records of the Guarantor.

You also have the right to obtain information about your data, request its deletion, blocking, updating, rectification, integration and oppose the treatment, by contacting the Data Controller: Bianchi Vending SpA, in the person of its legal representative pro tempore – current in Zingonia di Verdellino (BG), n. 9 C.so Africa.


¤ I Consent to treatment and disclosure for the purposes of point 2

The customer


Signature
Date

 

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Bianchi Vending General Terms and conditions of sale