Via Brustolon, 14
35031 – Abano Terme (PD)
Via Tonale, 74
24061 – Albano Sant’Alessandro (BG)
These General Sales Conditions (hereinafter also referred to as “General Conditions” or “Agreement”) discipline, and are applicable to, any supply operated by 221e srl (hereinafter also referred to as the “Supplier”) towards its clients (hereinafter also referred to as the “Customer”). For the purposes of this Agreement, Customer and Supplier are hereinafter also referred to as the “Parties”.
Customer’s orders (hereinafter also referred to as “Order”) shall be in writing and are deemed accepted by the Supplier upon submission of a written order confirmation (hereinafter also referred to as “Order Confirmation”) to Customer.
These General Conditions are deemed accepted by the Parties when the Order is issued by the Customer. The Agreement is perfected, as between the Parties, once the Supplier, after having received the Order, has notified Customer in writing of its acceptance via the Order Confirmation.
These General Conditions are included in the Offer and in the Order Confirmation issued by the Supplier, and constitute an integral and substantial part of it. Should any conflict arise amongst different contract documents, the provisions of the Order Confirmation shall prevail. None of Customer’s conditions of purchase shall apply unless expressly accepted by 221e, even if stated in the Order and/or in the overleaf to the same.
These General Conditions apply both to the supply of products from the Supplier catalogue and customized products or product versions made available by the Supplier in virtue of specific requests by the Customer.
ORDER MODIFICATION OR CANCELLATION
No Order modification or cancellation shall be valid unless received by the Supplier within five (5) business days from the sending of the Order Confirmation.
Unless otherwise agreed in writing, the price set forth in the Order Confirmation (hereinafter also referred to as the “Price”) refers to the products delivered Ex Works Incoterms and shall include the cost of packaging pursuant to the Supplier standards, whereas it shall not include the sales taxes and fees, import duties, and any additional charges or VAT, if applicable.
The Supplier reserves the right, at any time before delivery and upon written notice to Customer, to increase the product Price by up to 5% to cover any greater expenses caused by factors outside of Supplier’s control including but not limited to: fluctuations in the currency market, currency regulations, customs duties variances, significant increases in the cost of labour, materials, or any other processing line item, changes to the delivery date, Product quantity, or any other delay caused by any Customer request or by any failure by the latter to provide sufficient instructions.
INVOICING AND PAYMENTS
The Supplier shall issue an invoice to the Customer at the time of delivery, or after having notified that the product is available for retrieval, the terms and conditions for which shall appear in the Order Confirmation.
Unless otherwise agreed upon, the Customer shall pay the product Price through a wire transfer into the account identified by the Supplier by the deadline set forth in the Order Confirmation or invoice.
Should the Customer make a payment after the deadline stated in the Order Confirmation or invoice, the Supplier shall have the right to interests under Legislative Decree no. 231/02, without prejudice to any greater damages available at law.
The Supplier shall, in any case, have the right to suspend delivery of products in the event of default by the Customer.
For payments received from abroad, fund-transfer costs from the foreign bank will be paid for in full by the Customer.
DELIVERY OF PRODUCTS
Unless otherwise agreed, the delivery of products and the transfer of the risk of product loss and/or destruction to Customer shall be pursuant to applicable Ex Works Incoterms rules.
Delivery terms are set by the Supplier in the Order Confirmation. Any delay and/or interruption in delivery attributable to causes beyond the reasonable control of Supplier, will not give rise to any right of the Customer to cancel the Order, nor to obtain any direct and/or indirect indemnity.
Should the packaging be visibly damaged after transportation, the Customer shall immediately file a claim with the courier – that is, upon delivery of the same – or accept the product under a reservation of rights. The Supplier shall only be liable for restoring the damaged material to its original conditions where the damage occurred during transport provided by the courier.
WARRANTY AND LIABILITY
The Supplier guarantees the product to be free of manufacturing defects for twelve (12) months from the date shown in the shipment documents. During the warranty period, the Supplier agrees to repair or, at its discretion, replace, at its own expense, any returned product determined to be non-conforming.
The Supplier shall not be liable for any costs to locate the defects or to remove the same, nor for transporting or repositioning the product deemed to be defective.
The Supplier shall not be liable for any product defects unless timely reported, no later than the end of the warranty period, and for which the Supplier has not been able to view the disputed components – ex works.
The Supplier shall not assume any liability for product defects arising from: failure to comply with the instructions given in the technical documentation, tampering, improper use, incorrect installation, incorrect use, negligent maintenance, repairs, changes or alterations made or caused by Customer or by unauthorized third parties, extraordinary events such as accidents, abnormal wear of the product or its components.
Except in instances of fraud and serious misconduct, the Supplier shall not be held liable for any further direct or indirect contractual or non-contractual damages arising from the product. This would include but not be limited to compensation, allowances, reimbursements, and any other damages, including losses (including lost profits), costs, expenses, including those for recalling the product, lost earnings, or interruption in product function. The Supplier liability shall be limited to the compensation of the product price.
Should the Customer find, within any package, missing or incorrect components compared to those contemplated in the product specifications, the Customer shall send sufficient proof and/or documentation, with a notation of all proper references (order and/or transport document references) within thirty (30) days.
RETURNS FOR REPAIR
The Supplier agrees to repair and/or replace the product found to be defective during the warranty period.
Should the product under warranty appear to be repairable, it shall be regenerated and repackaged. Should the repair not be economically feasible, or should the Supplier not be able to guarantee the reliability of the product, the Supplier shall have the option to replace the product free of charge, with a new or equivalent product.
The Supplier shall ship or deliver the repaired product as soon as possible, and no later than three (3) months from receipt of the return, unless specific, additional inspections are required.
The Customer must send the faulty product to the Supplier’s office at his own expense, in its original packaging and/or other reasonable packaging.
RETURNS FOR CREDIT
Product returns for Customer credit are only permitted for new, never-used material in its original packaging. The Customer is responsible to examine the product and must notify the Supplier in writing within 20 (twenty) days from delivery of any problems encountered. All new products returned for customer credit, except under warranty, must be authorized by the Supplier in writing.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
All information (supplied in any form and format), technical documentation, specifications supplied by the Supplier are the exclusive property of the same. No license or other industrial or intellectual property rights relating to the product of the Supplier, shall be construed as conveyed or granted to the Customer under this Agreement. Should the product include a software to use the same, the use of this software may, as applicable, be governed by specific, separate terms and conditions of a license for use.
The personal data provided by the Customer will be processed by the Supplier for the execution of the Agreement concerning the sale of products manufactured and distributed by the Supplier, as well as for the fulfilment of related legal obligations. The processing of data is carried out in compliance with the provisions of the GDPR EU Regulation 2016/679 and any further applicable data protection provisions, with suitable procedures to guarantee security and confidentiality. Further information are available on the website www.221e.com.
This Agreement shall be governed by the laws of Italy. Any dispute related to this Agreement shall exclusively be settled by the Court of Padova (Italy).
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