GENERAL TERMS AND CONDITIONS OF SALE
1. Foreword
1.1 The present general terms and conditions of sale (hereinafter referred to as the “GTC”) shall apply to finished products (hereinafter referred to as the “Products” or the “Goods”), as and defined in the relevant Technical Data Sheets, sold by RCR Flooring Products Italia Srl (hereinafter referred to as “RCR FP Italia” or the “Seller”) to the Buyer (hereinafter referred to as the “Customer”).
1.2 The present General Terms and Conditions, together with the Special Conditions, the Order Confirmation and the Technical Data Sheets, constitute the documentation of the sales contract (hereinafter the “Sale”) between RCR FP Italia and the Customer.
1.3 The Technical Data Sheets contain the description of the products, their characteristics and method of use.
1.4 The Technical Data Sheets are sent to the Customer by RCR FP Italia prior to the Order Confirmation and, in the event of changes to their content, RCR FP Italia serves the right to send the most up-to-date version before delivery of the Products.
1.5 These GTC are valid and binding from 01/01/2023 and supersede and replace the previous General Terms and Conditions of Sale.
1.6 Any purchase agreements, such as but not limited to (agreements, information, recommendations, advice, telephone orders, verbal agreements) – even if made through sales agents and/or intermediaries – may only become binding upon written acceptance by RCR FP Italia.
1.7 No amendment to and/or deviation from the GTC or the Order Confirmation shall be effective unless accepted in writing by RCR FP Italia.
1.8 Customer/Purchaser means exclusively the legal person purchasing the Products for commercial or professional purposes, sales to consumers being excluded.
2. Order fulfilment
2.1 Order means the request for the purchase of Products by the Customer.
2.2 In the absence of any indication to the contrary, the order shall be deemed completed 24 (twenty-four) hours after delivery of the Order Confirmation by RCR FP Italia.
2.3 The Seller reserves the right not to accept the order if the Customer is or has previously been in default with the Seller for any reason whatsoever.
2.4 In any case, the Seller reserves the right to make acceptance of the order subject to any specific payment terms and/or the provision of a suitable guarantee.
3. Price List
3.1 The reference price list is the official RCR FP Italia price list in force at the time of sale.
3.2 The agreed prices are intended ex RCR FP Italia’s Rovigo factory, net of taxes, possible customs duties and insurance costs and, therefore, such duties and costs shall be calculated separately, as well as any price supplements in case of requests for small quantities of Products.
3.3 RCR FP Italia until the dispatch of the Order Confirmation expressly reserves the right to change prices as a result of material cost increases, subject to prior notice to the Customer.
4. Payments
4.1 Payments shall be made within the agreed term indicated in the Order Confirmation in the manner specified therein.
4.2 RCR FP Italia may, at its discretion, request advance payment for the Products.
4.3 In the event of non-payment of due invoices, RCR FP Italia shall be entitled to:
i) demand immediate payment of all other supplies and sums owed by the Customer;
ii) suspend ongoing supplies;
iii) charge interest on arrears of 8% above the official reference rate of the Bank of Italy.
5. Delivery
5.1 The delivery of the Products always takes place ex RCR FP Italia’s Rovigo factory and, therefore, from the moment they are made available (to the Customer or to the carrier in charge of the delivery) at RCR FP Italia warehouse, the Customer assumes all risks relating to loss and/or theft and/or deterioration of the same.
5.2 Scheduled delivery dates are only binding for RCR FP Italia if they have been expressly defined as such by the customer in the order.
5.3 Goods shall be prepared for delivery by lorry, therefore, any additional costs attributable to the Customer’s particular preference as to means of delivery shall be borne exclusively by the Customer and must be requested at the time the order is signed.
5.4 Any customer requests for prototypes and special packaging will be subject to additional costs and must be requested when signing the order confirmation.
5.5 Notwithstanding RCR FP Italia exclusion of liability for delivery times, any action or claim by the Customer for late deliveries, partial deliveries, or damage to the goods can only be taken into consideration if the Customer expressly states that he/she will collect the goods “with reservation”.
5.6 Force majeure and delays in deliveries by RCR FP Italia suppliers authorise RCR FP Italia itself to modify the delivery terms to the customer accordingly, new terms which will, in any case, be communicated to the customer, who may not object to them.
5.7 Any risk connected with the transport is borne exclusively by the Customer who, in the event of damage to the Goods, shall take immediate action by notifying the forwarding agent, without any objection and/or request to RCR FP Italia.
6. Refusal to receive Products
6.1 If the Customer refuses to receive the Products, even partially, at the place of destination, RCR FP Italia may, at its discretion, demand the execution of the contract or declare its total or partial cancellation.
6.2 In either case RCR FP Italia shall, however, be entitled to damages.
7. Guarantees
7.1 RCR FP Italia guarantees the conformity of the Goods with the requirements and characteristics set out in the standards specified in the order confirmation and in the Technical Data Sheets.
7.2 Unless otherwise indicated in the Order Confirmation, the warranty period for the Goods is 6 (six) months.
7.3 RCR FP Italia does not assume any liability for the applications or otherwise treatment to which the Goods will be subjected at the Customer’s premises or on behalf of the Customer.
7.4 The warranty is excluded in the event of damage resulting from facts or events beyond the control of RCR FP Italia including, but not limited to, transport, incorrect installation or unsuitable installation conditions, inadequate storage and warehousing, unauthorised interventions or alterations or modifications or manipulation by the customer or third parties, wear and tear and/or deterioration, accident, atmospheric event, improper use and/or use not in accordance with RCR FP Italia instructions, and/or negligence on the part of third parties.
7.5 Except in cases of intent or gross negligence, under no circumstances shall RCR FP Italia be liable to the customer for loss of profit or consequential damage resulting from defects in the Goods.
8. Complaints
8.1 Complaints relating to the sold Goods shall only be taken into consideration if they are communicated to RINOL Italia in writing, enclosing the relevant documentation, within 5 (five) days from receipt of the Goods in case of obvious defects, or at the time of acknowledgment of the defect and in any case no later than 6 (six) months from receipt of the Goods, in case of hidden defects.
8.2 Claims concerning weights and quantities may be asserted within 3 (three) days after receipt of the Goods.
8.3 Every complaint must be sent to “RCR Flooring Products Italia Srl, Via V. Chiarugi 76/U, I-45100 Rovigo” and must clearly indicate the product that is the subject of the complaint, the type of defect found, the batch number, the day of delivery, the factory or warehouse and the details of the Order Confirmation.
8.4 A representative quantity of the disputed product must be enclosed with the complaint, so that a technical verification of the merits of the complaint can be carried out.
8.5 If the sample of the disputed product is not made available, the evaluation of the sold products will be based on the results ascertained by RCR FP Italia on the type of the same production batch.
8.6 In the event of a timely notice of claim if the defect is attributable to RCR FP Italia, RCR FP Italia shall, at its discretion, replace, modify or improve the Goods.
9. Brands
9.1 The Customer is expressly prohibited from removing, suppressing or otherwise altering marks, labels and other distinctive signs affixed to the Goods, as well as from affixing new labels, marks or distinctive signs of any kind.
9.2 Unless otherwise expressly authorised by RCR FP Italia in writing, any form of reproduction or use by the Buyer of the trademarks and other distinctive signs affixed to the Goods is prohibited.
10. Secrecy and publicity
10.1 The Buyer undertakes to consider as confidential and not disclosable to third parties the information and technical documentation received by RCR FP Italia and relating to the characteristics of the Products.
10.2 The Buyer also undertakes not to disclose for advertising purposes any information relating to the supply object of the order unless expressly authorised in writing by RCR FP Italia.
11. Change in the client’s assets
11.1 In the event of a change in the customer’s financial circumstances, RCR FP Italia is entitled pursuant to Art. 1461 of the Italian
11.2 Civil Code to suspend the execution of the contract, to demand advance payment from the customer or to demand adequate security.
12. Place of jurisdiction
12.1 For any dispute relating to this Agreement the Court of Rovigo shall have exclusive jurisdiction and Italian law shall apply.
13. Information on personal data
13.1 The processing of the Customer’s personal data acquired in connection with the contractual/commercial relations established is carried out pursuant to Legislative Decree No. 196 of 30.06.2003, ss..mm.ii. and EU Regulation No. 2016/679.
13.2 Purpose of processing:
13.3 The data will be processed as part of the normal management of the company’s business and specifically:
- Customer Master Data Management;
- Contractual fulfilments;
- Administrative, accounting, tax and legal requirements and obligations;
- Management of financial and commercial relations;
- Management of activities related to the contractual relationship;
- Any other organisational and management requirements.
13.4 With reference to the above-mentioned purposes, data will be processed by means of computerised tools and paper supports, adopting appropriate procedures to guarantee security and confidentiality.
13.5 The provision of data is obligatory, as it is a necessary prerequisite for the above-mentioned purposes. The customer’s data may be disclosed to the staff of RCR FP Italia in the normal course of business.
13.6 Customer data will not be disclosed to unspecified parties. Certain external parties, identified as follows, will have access to the customer’s data:
- Entrusted persons within the administrative and commercial area of RCR FP Italia;
- External parties who may carry out tasks on behalf of RCR FP Italia (management of information systems; sales network; consultants and collaborators with accounting, tax and legal assistance tasks; consultants and collaborators with sales promotion tasks for which you have a work order);
- Banking institutions, including providers of electronic payment services, for the handling of collections and payments;
- In charge of transport;
- Insurance companies;
- Other parties provided for by law.
13.8 The Customer shall have the right to obtain confirmation of the existence or non-existence of personal data concerning him/her, even if not yet recorded, and their communication in intelligible form.
The customer is entitled:
a) to obtain information on the origin of personal data;
b) to obtain an indication of the purposes and methods of processing;
c) to obtain an indication of the logic applied in the event of processing carried out with the aid of electronic instruments;
d) to obtain the identification details of the owner, the persons responsible and the representative designated in accordance with the law;
e) to obtain an indication of the subjects or categories of subjects to whom the personal data may be communicated or who may become aware of them in their capacity as designated representative in the territory of the State, as managers or appointees;
f) to obtain the updating, rectification or, when interested, integration of the data;
g) to obtain the deletion, transformation into anonymous form or blocking of data processed in breach of the law, including data whose storage is not necessary in relation to the purposes for which the data were collected or subsequently processed;
h) to obtain certification that the operations referred to in points a) and b) have been brought to the attention, also as regards their content, of those to whom the data have been communicated or disseminated, unless this proves impossible or involves a manifestly disproportionate effort compared with the right protected;
i) to object on legitimate grounds to the processing of personal data concerning him/her, even if relevant to the purpose of collection;
j) to object to the processing of personal data concerning him/her for the purpose of sending advertising or direct sales material or for carrying out market research or commercial communication.
13.9 In order to exercise the rights provided for, the Customer may request any information from the Data Controller: RCR Flooring Products Italia, Via V. Chiarugi 76/U, I-45100 Rovigo (Tel. +39-0425-411200 Fax +39-0425-411222)
14. Legal Language
14.1 This sales agreement was compiled in English, even if original translations into different languages are provided, the legal language referred to from an interpretative point of view is always English.
