FERVI S.p.a

FERVI SRL GENERAL CONDITIONS OF SALE

1. General Regulations
Fervi S.p.a. (formerly Veprug S.r.l) is a company that markets its own products such as machine tools, accessories, measurement instruments and products generically called hardware items.
The general conditions of sale, reported below, are undertaken by Fervi S.p.a. and are considered valid for any order received and to be applied to all sales of products by the same.
Fervi reserves the right to modify these general conditions of sale at any time and without prior notice. Any amendments, exemptions and/or particular conditions in regards to these clauses deriving from the Client shall not be in any way binding for Fervi unless expressly agreed in writing and duly signed by both parties.

2. Definitions
For the purposes of these general conditions of the contract of sale (hereinafter referred to as “Conditions of Sale”), the following terms are understood as follows:
• “Fervi/The Vendor”: Fervi S.p.a.;
• “Client(s)/Purchaser(s)”: any company, body or registered entity that purchases Fervi products;
• “Product(s)”: the goods produced, assembled, sold and/or distributed by Fervi;
• “Order(s)”: each and any written request and/or offer of purchase of the products forwarded from the Client to Fervi by fax, email, sales representative or by any other means recognised by Fervi;
• “Sale(s)”: each contract of sale concluded by Fervi and the Client, also through a sales representative;
• “Goods”: quantity and type of product contained in the Client order;
• “Catalogue”: illustrative volume of the Fervi products;
• “Returns”: all products and goods returned by means of the procedure provided by Fervi
• “Trademark(s)”: all of the trademarks of which Fervi is owner, title holder and/or licensee;
• “Intellectual Property Rights”: all intellectual and industrial property right of Fervi including, without any limitation, the rights pertaining to licences for inventions, drawings or models, utility models, trademarks, logos, knowhow, technical specifications, data, whether registered rights or not, in addition to any application or registration relative to said right and every other right or form of protection of a similar nature or having an equivalent effect.

3. Products and Modifications
The weights, dimensions, prices, colours and any other characteristic and date even of a figurative nature inserted in the catalogue, price lists, brochures, illustrations, flyers, offers, advertising material in general and/or other illustrative documents by Fervi, are approximate indications and are not in any case binding for Fervi.
The Vendor reserves the right to vary its products’ technical or manufacturing data at any time and without prior notice and to perform any modifications considered necessary.
The Vendor is not required to make modifications that have subsequently been agreed upon to an order should the products have been already produced or be in the process of production.
The type of products and their availability may vary at any time without this incurring any liability for Fervi.
Any modification to the products by Fervi does not give the client grounds to file complaints in any case.

4. Prices
The price is expressed in Euros and the price for each individual product is indicated in the catalogue and/or on the Fervi website; it is merely indicative and can therefore be subject to change without prior notification to the client.
In the event of promotional offers by Fervi, the price will be that indicated in these offers and may be subject to change for certain products, where specified.
Unless agreed otherwise in writing between the parties, the goods will be invoiced at the prices applicable at the time of the order.
The prices are net of VAT, taxes, tolls, customs and tax charges or any type arising from the contract which are the exclusive responsibility of the Client.
The cost of packaging is included in the price while shipping costs are always excluded.

5. Orders
These conditions of sale are read and approved by the Client upon the submission of the order, which is in any case received by Fervi with the clause “Subject to Company Approval.”
The order must be defined in all its parts and all of the technical and administrative indications must be completed, including any tax relief. The item code and the relative quantities must be specified.
The minimum order quantities for each item are indicated in the catalogue/website.
Orders that do not correspond to this, or multiples of these amounts, will be automatically adjusted by Fervi without prior client authorisation.
Unless otherwise agreed in writing between the parties, the order is deemed irrevocable pursuant to and in accordance with Article 1331 of the Italian Civil Code.
Fervi reserves the right, at its sole discretion, to refuse or accept, in whole or in part, any variations to the order proposed by the purchaser after the submission of the order.
Fervi confirms that the client is prohibited from unilaterally withdrawing from an order and sale. In the event that the client withdraws from the order confirmed by Fervi, the client is liable in any case for the full amount of the goods.

6. Order acceptance/confirmation
Upon submission of the order, the client remains committed to the prices and conditions indicated in the catalogue applicable at the time of the order.
Fervi can accept the order by shipping the goods pursuant to Article 1327 of the Italian Civil Code, without any obligation to notify the client, notwithstanding the provision in the 2nd paragraph of the aforementioned article. Fervi has the right, following the acceptance of the order, if deemed appropriate, to send the client an order confirmation by way of acceptance.

7. Partial processing of the order
Fervi reserves the right to process the order in full or in part or in various batches, taking into account the availability of products, without guaranteeing the final balance.
The remaining products will be sent to the Client, based on Fervi’s availability, in accordance with the terms and conditions agreed upon by the parties in writing.

8. Returns
The Client is required to inform Fervi (fax: +39 059 763 037; email:assistenza@fervi.com) if the goods are returned within 8 days of receipt.
Fervi shall accept any return of goods only if approved and authorised in advance by the vendor in writing and the relative costs are fully incurred of the client.
In any case the reason for the return, the authorisation number received and the purchase invoice must be specifically indicated in the accompanying document.
The goods must be returned in their original packaging.
Unauthorised returns or returns performed using different methods from those agreed upon will not be accepted by Fervi and will be returned to the clients at their own expense.
Damaged, altered and/or modified products will not be accepted.
The aforementioned returns must be sent to Fervi S.p.a., Via del Commercio No. 81, 41058 Vignola (MO) Italy.

9. Claims/Complaints/Non-Compliant Products
The client, through the people assigned to receive the goods, is required to check the goods, the state of the packaging or any other faults that are evident at the time of delivery in the presence of the transporter in addition to verifying the integrity of the parcels delivered and their corresponding number.
If the packaging is damaged, goods are missing or other faults are detected, the purchaser is required to file a claim in writing with the transporter immediately upon receipt of the goods at the designated space provided on the transporter slip, specifying the grounds for the claim.
The aforementioned slip, duly signed with a legible signature, must be delivered directly to the transporter.
Upon completion of the aforementioned procedure, the client is required to inform the vendor about problems in writing by fax or email, upon penalty of expiry, within 4 days from the date of receipt of the goods, indicating the order number and the date of receipt of the goods.
Any complaints regarding defects that cannot be identified through a diligent check upon receipt of the goods (visible faults) must be reported in writing to the vendor by fax or email, under penalty of expiry, within 15 days from the date the fault is discovered and, in any case, no later than twelve months from the date of receipt of the goods.
The complaint must, in any case, specify the fault encountered, the products to which it refers and the details of the purchase invoice.
If the products delivered do not comply with the order, the purchaser is required to inform the vendor, in writing, under penalty of expiry, within 8 days from the date of receipt of the goods in order to arrange the replacement.
The goods returned must be accompanied by the corresponding delivery slip with the words “goods non-compliant with order”.
The return of the goods to Fervi by the purchaser, regardless of the reason, is in any case subject to written authorisation by the vendor, which will report the return method and schedule.
The goods must be returned in their original packaging, accompanied by the authorisation number received from Fervi.
Any complaints and/or disputes do not give the purchaser the right to suspend or, in any way, delay payment of the products that are the subject of the complaint and/or dispute or other supplies.
Unauthorised returns and/or returns carried out in a method that differs to those agreed will not be accepted by Fervi and the goods will be returned to the client at the client’s expense.
Product returns will not be accepted if products have been tampered with, altered, modified or are old or no longer offered by Fervi.
If the claim is not submitted in accordance with the methods and timeframes specified above, the products shall be considered compliant with those ordered by the client and the client is required to pay for the goods.

10. Payment conditions/Ownership of goods
Payments must be made in accordance with the methods and under the terms indicated in the invoice issued by Fervi.
The purchaser is not required to authorise any deduction or modification to the price, unless previously agreed upon in writing with the vendor.
The purchaser shall acquire ownership of the goods only upon full payment of the invoice issued by the vendor. The purchaser will, however, assume all risks pertaining to it at the time of delivery.
In the case of late payments, the vendor shall unilaterally modify the terms of any other supply and/or suspend execution until obtaining the appropriate guarantee of payment (i.e. surety or bank guarantee).

11. Shipping and Transport
The client is solely responsible for shipping and transportation costs.
Fervi reserves the right to choose the carrier, to whom Fervi is not required to report the value of the goods. If the client intends to insure the shipment, it is required to expressly request this insurance upon placing the order, assuming payment of all relative charges.
The transfer of risk for the goods takes place upon their delivery to the carrier: consequently the goods always travel at the full risk and peril of the client, even in the event of carriage paid by Fervi.
Shipping of the goods, as well as any order confirmation is subject to a minimum order of €125. If the client purchases goods directly from the sales desk at the Fervi Distribution Centre, the minimum order amount is reduced to €50. Direct shipping to Client’s Customers is excluded.

12. Delivery terms
Any terms to process the order, where provided, are calculated for business days and are understood in any case as purely indicative, not mandatory or legally binding for Fervi.
Therefore, in consideration of the purely indicative nature of the terms indicated above, Fervi is not liable for damages caused directly or indirectly by the delayed execution or delayed or non-delivery of the goods.
Fervi shall not in any case be held liable for delayed or non-delivery resulting from acts of God or force majeure.

13. Product guarantee/Technical compliance
All Fervi products are covered by a manufacturer’s guarantee and have all the certifications and technical compliance certificates required by law.
This guarantee is time-specific and applies to the specific product sold, excluding any other service such as any indemnity and/or compensation. This guarantee shall be applied to the product that has compliance issues and/or malfunctions not detected at the time of purchase, provided that said product is used correctly, with due diligence and with respect for its uses provided in any technical documentation, with strict compliance with the utility function as described in the manuals.
The aforementioned guarantee shall not, however, be applicable in the case of negligence or negligent product use and maintenance. In all cases, Fervi cannot be held liable for the use, applications and/or operations of the product by the client or assistant in the event of use for purposes other than and not related to those set forth in the catalogue and/or in the instructions for use/technical manual.

14. Repairs/Technical interventions/Assistance
Fervi also carries out technical assistance and repair centre services for its products.
Clients requiring interventions are required to submit their intervention request to Fervi in writing by fax or email, expressly indicating the reason for the request, the product type, the date of purchase and any other information necessary for the purpose of determining the intervention methods.
Fervi’s assistance department, having examined the request, shall inform the client about the intervention to be conducted and the corresponding timeframes.
The intervention costs shall be calculated following receipt of the request and may vary based on whether the product has a valid guarantee or not.
The guarantee is effective on the date indicated on the purchase invoice. The requesting party is required to provide proof of guarantee by submitting the purchase document.
Fervi shall provide an estimate of the repair costs if the guarantee does not apply; if the guarantee is applicable, Fervi is liable for the intervention costs.
In any case, intervention is subjected to authorisation by Fervi: the client, therefore, may not send the material without Fervi’s prior acceptance unless accepting the risk of incurring return costs.
The goods shall be returned by the clients at the Fervi warehouse at their own costs.

15. Change to client ownership conditions
Fervi shall have the right to withdraw from the contract, in addition to suspending fulfilment of the obligations deriving from the sale of the products, at no charge if it becomes aware of any changes to the ownership conditions that put the products’ performance at serious risk unless a suitable guarantee is provided. Fervi has this right if it becomes aware, for example and without this list being exhaustive, of a dishonoured checks or bills, or the initiation of legal, summary, ordinary or insolvency proceedings, including in tort proceedings, filed by the client.

16. Intellectual property rights
The intellectual property rights are the complete and exclusive property of Fervi and their communication or use in connection with the Conditions of Sale does not result in any right or claim for the client.
The client is required in all cases to refrain from performing any act that is not in line with ownership of the intellectual property rights.
The client hereby declares that: Fervi is the exclusive owner of the intellectual property rights; the client shall refrain from using and registering trademarks that are similar to and/or could be confused with the trademarks that Fervi owns and/or holds the licence for; said client shall use the trademarks exclusively in compliance with Fervi instructions and exclusively for the purposes contained in these Conditions of Sale.
In all cases, the Fervi’s products catalogue is, for all intents and purposes, protected by the copyright laws and, therefore, any reproduction and/or use not expressly authorised in writing is prohibited.

17. Applicable law and competent court
This contract is regulated by Italian law and for any dispute regarding its validity, interpretation or execution, the client accepts the jurisdiction of the Italian state and, in any case, the application of the Italian law in effect at the moment the dispute arises, in addition to the applicable norms on sales regulated by articles 1470 and the following of the Italian Civil Code. Any dispute arising involving the interpretation, application, execution, termination of the contract and/or these general conditions of contract, or in any way related thereof, shall be under the exclusive jurisdiction of the Court of Modena.

18. Processing personal data
Fervi guarantees that the data provided on this contract shall be processed with the utmost confidentiality and in full respect for the regulations in effect on the protection of personal data (Legislative Decree of 30 June 2003, No. 196). In any case, processing this data follows the principles of correctness, lawfulness and transparency. All data is processed by Fervi, the data controller, in order to send the catalogue (considered pre-contractual activity), acquire, manage and process orders for the post-contractual activities and comply with the administrative, legal and tax obligations and requirements.
Data processing can be carried out both in hardcopy and through automated methods and instruments, located in and outside Italy and with electronic tools at the data controller’s offices. Upon submitting the purchase order, the client is required to provide the data for administrative, legal and tax purposes and requirements.
Any refusal to provide the data will hinder the order processing. The data will not be circulated but may be distributed to Fervi employees, partners and consultants, parties who are legally permitted to accept them based on legal provisions, regulations and EU regulations and, as strictly necessary, share them with subjects that, for the purposes indicated herein, need to supply goods and/or perform services in relation to Fervi services or work. The data may be transferred to European Union countries and third party countries within the scope indicated above.
At any time, the client may exercise the rights pursuant to article 7 of the Legislative Decree No. 196/2003 or access personal data in order to learn about the use of said data, request a cancellation, correction, modification, update or integration or object to the processing by writing by sending notice to the Fervi offices at Via del Commercio No. 81, 41058, Vignola (Mo).

CAREFUL - ALWAYS CHECK THE INTEGRITY OF THE PARCELS AT THE TIME OF RECEIPT.
IN THE EVENT OF DAMAGE, INCLUDE AN INTELLIGIBLE CLAIM ON OUR DELIVERY SLIP OR INVOICE.
FERVIS.p.a CANNOT BE HELD LIABLE FOR ANY DAMAGES CAUSED DURING TRANSPORT.

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