Purchase Order Terms & Conditions

The present General Sales Conditions (“GSC”) apply to all sales made by the company Leghorngroup S.r.l. with headquarters in Livorno, Via degli Arrotini n.34/36, VAT IT00376270492 (hereinafter the “Seller), relating to goods manufactured, supplied and marketed by the Seller. Each offer, order confirmation and delivery of the Seller are governed by the following GSC, except as expressly provided in special conditions that will be agreed each time directly with the Buyer

 

The sale is completed when the Seller sends an Order Confirmation by email.

Orders will be accepted only if duly signed by the Buyer, or if otherwise sent by the same Buyer through forms suitable to ensure their origin, and provided that all the specifications necessary to identify the products ordered are mentioned. It goes without saying that the Seller reserves the right to accept or reject orders at its sole discretion. Any cancellation or changes to the order by the Buyer will not take effect unless previously authorized or subsequently accepted in writing by the Seller. However, the Seller at its sole discretion will have the right to freely withdraw from the sales contract even after acceptance of the order and the Buyer will not be entitled to any compensation for damage and/ or compensation of any kind.

 

The quality and quantity of the goods that the Seller undertakes to supply are those indicated in the order confirmation. In the event of the conditions indicated in the order of the Purchaser being different from those in the Order Confirmation, the conditions of the Order Confirmation prevail, unless later written modification of the same.

 

Unless otherwise agreed in writing, the delivery of the goods will be “EXW”, “EX works” as per Incoterms 2010 ICC Paris, and therefore all charges, costs and risks of transport will be borne by the Buyer.

All dates indicated as delivery terms are purely indicative. Any delay in delivery will not entitle the Buyer to cancel the order or to ask for compensation for damages of any kind. In case of force majeure, interruptions in the manufacture for any reason- employees, strikes, pandemics, etc- all liability for delay of the Seller will fail. The Seller has the right to withdraw from the contract without the Buyer having any right to compensation.

If the delivery of the product is delayed due to the Buyer’s own fault, the Seller may charge the Buyer a sum of money as refund for transport costs incurred and for unclaimed goods  (the latter calculated by taking as reference the tariffs of the general warehouses), without prejudice to the right to receive the full payment of the goods and compensation for damages suffered.

 

Unless otherwise agreed in writing, the prices quoted by the Seller at the time of confirmation of the order shall apply to each order. If between the confirmation of the order and delivery of the product purchased, should occur increases in production costs and/ or marketing, determined by example and not exhaustive increase in raw materials, wage increases, tax or customs increases, the Seller reserves the right to unilaterally make a proportional increase in the final sale price to the Buyer.

 

Unless otherwise indicated in the order confirmation or in writing, the purchase order must be paid in advance by bank transfer to be made no later than 3 (three) days of the order confirmation with forwarding of the proof of payment. Within the same period, any increases in the final price referred to in Point 5 shall be paid as from the date of notification of the corresponding notice by the Seller.

 

In case of non-payment according to the terms and time indicated in Point 6, the Seller may interrupt production and delivery of the goods purchased. After 30 days the Seller will be entitled to consider the sales contract terminated for default by the Buyer and to compensation for all damages.

 

Pursuant to art. 1462 c.c., for any reason the Buyer may not suspend or delay payment of the price of the goods, nor raise any exception validly before having paid the price of the delivery. In case of delayed payment, default interest is applied as per Decree Law 231/2002 (“Payment delays in commercial transactions”) in addition to compensation for any further damage. If payment terms other than those specified in Point 6 have been agreed and the Buyer is late in paying the order, the Seller may in any case withdraw from the contract for the goods not yet delivered and/ or suspend the execution of the order, with postponement of the delivery of the products, to the settlement of any outstanding debit position.

The Seller will be entitled to resolve other contracts existing with the Buyer due to the lack of trust in the Customer, thus interrupting supplies in the case of recurrent and/or periodical contracts or by not providing supplies still to be effected and/or not yet effected, the Customer having no claim under any title and/or reason to compensation for damages.

 

Any complaint regarding defects or faults of the goods must be submitted in writing to the Seller within a period of 10 (ten) days from the acknowledgement and the warranty can be invoked no later than 1 (one) year from delivery of the products. No oral complaint shall be admissible or effective. Reports of defects shall not give the Customer the right to suspend payment, even partial, of the price of the products, nor to suspend any services and/or not comply with any obligation including with reference to other relations existing between the Parties. Unless agreed otherwise in writing between the Parties, should the Buyer continue any processing on the products that are defective, the Buyer shall lose any right to report the defects and to replacement, even partial, of the price paid for the products. In any case, the compensation is limited to the value of the goods sold, excluding the value of any work done by the Buyer on the goods.

 

Subject to the limitation of liability set out in Point 9, the Seller will only accept returns that are authorised in advance and bear the relevant authorisation number on the bill of lading and outer packaging; the returned goods must be intact and properly packed. The Seller will examine the returns to check that the defect exists and is attributable to its own responsibility. Only in this case the Seller will replace the goods recognized as defective. Products returned without authorization will not legitimize the issuance of credit notes. In any case, the costs and risks arising from the return of the goods are borne by the Buyer. In the case of authorization to return the products, the Seller will limit itself to the replacement of the same and the Buyer will not be entitled to compensation for damage.

 

The Buyer undertakes to consider all data, documents, materials and in any case all commercial, technical, organizational and administrative information, in any form received or obtained from the Seller as strictly confidential and of exclusive property, material and intellectual of the Seller and therefore to take all necessary measures to not affect the Seller and the confidentiality/ secrecy of said data, documents, materials and information. This information includes past, present or future activities concerning the company, research, development, commercial activities, non-profit activities, products, services, technical knowledge, but also customer information, projects, plans (organisation of projects and commercial projects).

The Buyer is prohibited from disclosing and communicating in any way or form all information received by the Seller. Confidential information and knowledge may not be copied or reproduced in whole or in part except for operational needs strictly related to the purchase of goods/ products from the Seller.

 

Pursuant to art. 13 of Regulation EU 2016/679 and in relation to the information that will be obtained, for the purpose of protecting individuals and other subjects regarding the processing of personal data, the Seller informs the Buyer that the data provided by the latter will be used for the sole purpose of executing the sales contract. The processing of data will be carried out in compliance with the principles of lawfulness, fairness and transparency, as well as for specified, explicit and legitimate purposes and in a manner compatible with them.

The personal data of the Buyer will be processed in such a way that they are “adequate”, “relevant” and “limited” to what is necessary for the purpose for which they were collected; as well as “accurate” and, if necessary, “updated” and “kept” in a form that allows the identification of the person to whom they refer only for the time necessary to achieve the purpose of the processing, while ensuring its integrity and confidentiality, in compliance with the legislation of EU Regulation n. 2016/679 and the Code on the protection of personal data. The provision of data and its use will be considered by the Seller as essential to give correct execution of the sales contract. In contrast, the possible refusal to provide data by the Buyer, or the failure to authorize the processing of the same, will give the Seller the right to suspend the execution of the supply and/ or consider the sales contract terminated. The data controller is Leghorngroup S.r.l. with registered office in Livorno, Via degli Arrotini n.34/36, VAT number  IT00376270492.

 

LeghornGroup shall not be held responsible for any failure, including non-delivery or delayed delivery, caused by events beyond its reasonable control or otherwise attributable to fortuitous event or force majeure, which as failure or delay in delivery of processing materials by suppliers, limitations on the work activity of the Seller and/or suppliers caused by pandemics, strikes and other trade union actions, acts of terrorism, power outages or transport difficulties.

 

The present GSC is subject exclusively to Italian law, with the express exclusion of the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and Italian laws that refer to the laws of other countries. The Padua Court has the sole jurisdiction for all disputes relating to the sale of goods by the Seller.