PREAMBLE
These general terms of sale apply in full to every order and to all our sales, unless otherwise stipulated, which must be expressed and set forth in writing by our Company. The sending or delivery of any purchase order by the buyer to our Company implies their full and unreserved acceptance of our Company’s general terms of sale, even if not signed by them. These general terms are published on our websites (
1) DEFINITIONS
1.1 For the purposes of these general terms of sale (hereinafter referred to as “Terms of Sale”) the following terms shall have the meaning attributed to them below:
“Task Italy: Task Italy Srl, with headquarters at Regione Pianezzo n. 1° – 14053 Canelli;
“Customer”: any company, entity or legal entity that purchases products marketed by Task Italy;
“Products”: all goods, machinery or individual components thereof, marketed by Task Italy;
“Offer(s)”: each quotation or offer relating to Products submitted by Task Italy to the Customer;
“Sale”: each purchase and sale contract concluded between Task Italy and the Customer;
“Trademarks”: all trademarks owned or licensed by Task Italy.
2) VALIDITY OF THE TERMS OF SALE
2.1 These Terms of Sale apply to all Sales of Products, unless expressly derogated by written agreement between Task Italy and the Customer. Task Italy shall not be bound by the Customer’s general purchase conditions, even in the event that reference is made to them, or they are contained in orders or any other documentation originating from the Customer, unless Task Italy gives prior written consent to their application.
2.2 Task Italy reserves the right to modify, supplement or eliminate the provisions contained in these Terms of Sale: such modifications and/or supplements shall apply to Customers from the thirtieth day following communication of the change.
2.3 The Customer, by accepting Task Italy’s purchase proposals, and more generally in any case where they conclude a purchase and sale contract with Task Italy, regardless of the methods and form of acceptance, and subject to any derogations agreed in writing, unconditionally accepts and undertakes to observe the Terms of Sale in their relations with Task Italy, declaring to have reviewed and accepted all indications provided to them.
2.4 These Terms of Sale apply, insofar as compatible, to all commercial agreements entered into by Task Italy, regardless of their qualification and denomination.
3) CONCLUSION OF THE SALES CONTRACT
3.1 The Sale shall be deemed concluded when Task Italy sends the Customer a written order confirmation (such confirmation may be sent via email or any other electronic means) in accordance with the terms and conditions of the Offer accepted by the Customer
3.2 Sales may not be cancelled or modified by the Customer without the written consent of Task Italy.
3.3 Variations or modifications made by the Customer to the Offers are not valid and binding for Task Italy unless they are expressly and individually accepted by Task Italy.
3.4 Modifications to the Offer accepted by the Customer made by Task Italy in the order confirmation shall be deemed accepted by the Customer, if the Customer does not notify their dissent within three working days of receiving the order confirmation; in such case the Sale shall be perfected upon expiry of the above-mentioned term.
4) DELIVERY TERMS
4.1 Delivery terms are indicative and are not essential terms pursuant to art. 1457 of the Civil Code.
4.2 In any case, Task Italy shall not be considered responsible for delays or non-delivery attributable to circumstances beyond its control, such as, by way of example only: a) – supply of inadequate or imprecise technical data by the Customer, or delays by the Customer in transmitting information and data necessary for shipping the Products to Task Italy; b) – difficulties in obtaining supplies of components and/or machinery marketed by manufacturing companies for causes not foreseeable by Task Italy at the time of concluding the sale; c) – partial or total strikes, lack of electrical power, natural disasters, measures imposed by public authorities, transport difficulties, force majeure causes such as illnesses, epidemics, political disorders, etc.
4.3 The occurrence of some of the events listed above shall not give the Customer the right to claim compensation for damages and/or indemnities of any kind.
4.4 Delivery of products may be suspended following changes in the Customer’s financial conditions pursuant to art. 1461 of the Civil Code.
4.5 The Customer has the obligation to accept delivery of supplies, to verify in advance the accessibility of transport means to the delivery location, to guarantee or obtain permits for entry and unloading of supplies and to prepare a suitable area for positioning the Product.
4.6 In any other case of delivery delay, the Customer must notify Task Italy in writing, indicating a peremptory deadline, not less than 30 days, for delivery of the Product.
4.7 Except in cases of willful misconduct or gross negligence, Task Italy cannot be held responsible for damages arising from and/or connected to delivery delays.
5) PRICE AND PAYMENT TERMS
5.1 Prices will be determined from time to time according to the Customer’s requests and needs, also taking into account variations in raw material costs and production costs of component and machinery suppliers.
5.2 Prices, unless otherwise specifically indicated, must be understood as relating to Products only, and do not include VAT or taxes, duties, customs duties, tributes of any kind and nature that are borne by the Customer, according to the regulations in force in the destination country.
5.3 Payments, unless otherwise agreed, must be made in Euros according to the terms and payment methods agreed in each individual contract. In the absence of express indication, all amounts indicated and owed by the Customer must be considered immediately due upon completion of the sale; where not otherwise indicated, payment terms must be understood as essential.
5.4 Non-payment within the agreed time of a supply shall give Task Italy the right to suspend delivery of any additional Products purchased by the Customer, and to terminate each individual and additional contract without incurring any penalty, with the right to request reimbursement of expenses incurred for procurement of Products ordered by the Customer.
5.5 In no case may the Customer suspend or delay payment pursuant to art. 1462 of the Civil Code; in case of non-payment within the agreed time, Task Italy shall have the right to request payment of default interest pursuant to Legislative Decree. 231/2002.
5.6 Where installment payment has been agreed, in case of contract termination for reasons attributable to the Customer, Task Italy shall have the right to retain advances already collected, without prejudice to compensation for greater damage suffered.
6) RETENTION OF TITLE
Unless otherwise agreed, the moment of transfer of ownership of Products from Task Italy to the Customer is that of full payment of the amounts established in the Sales contract.
7) VERIFICATION OF TYPE AND QUALITY OF PRODUCTS
Any defect and/or non-conformity of Products delivered to the customer must be reported in writing to Task Italy within eight days of delivery; if the report is not communicated within the aforementioned term, the Products will be considered as conforming to those ordered by the customer, such behavior constituting implicit waiver of the warranty action pursuant to arts. 1490 et seq. of the Civil Code, except as agreed in the following point.
8) WARRANTY
8.1 If requested by the Customer, Task Italy will provide warranty that the Products are free from defects and faults, and are perfectly functional, for the warranty period recognized to Task Italy by the manufacturers/suppliers of the components and machinery marketed.
8.2 The warranty does not operate with reference to those Products whose defects are due to negligent or improper use by the Customer; in particular, the warranty does not operate for any defects and faults of the electrical and/or electronic components of machinery, when such defects are attributable to voltage surges or improper use by the Customer, without observing the indications provided by the machinery manufacturer.
8.3 Components and/or machinery subject to complaint must be immediately sent to Task Italy, or to any other location that the latter will indicate from time to time, at costs and expenses borne by the Customer, unless otherwise agreed between the parties, in order to allow Task Italy to carry out the necessary checks. Task Italy undertakes to replace the component, or repair the machinery in the shortest possible time, compatible with the terms required for repair or replacement by the manufacturing company of the machinery or component; expenses for sending replacement components under warranty are borne by the Customer.
8.4 In any case, the Customer’s right to compensation for damages shall be limited to a maximum amount equal to the value of Products that present defects or faults.
9) EXPRESS TERMINATION CLAUSE
Task Italy shall have the right to terminate, pursuant to and for the effects of art. 1456 of the Civil Code, at any time by written communication to be sent to the Customer, the individual Sale in case of non-performance by the Customer of the obligations provided for in articles 4.5; 5.3; 5.4 of these General Terms of Sale.
10) COMMUNICATIONS
All notices, requests, complaints and other communications must be delivered in writing to Task Italy only via certified mail to the following address: taskitaly@pec.it
11) LEGAL DOMICILE, COMPETENT COURT, APPLICABLE LAW
11.1 Task Italy is legally domiciled at its main headquarters.
11.2 All disputes arising from this contract, its interpretation and execution, shall be under the exclusive jurisdiction of the Court of Asti.
11.3 These General Terms of Sale, and each Sale shall be governed by Italian law, excluding the application of the Vienna Convention on the Sale of Movable Goods and the rules of international private law that identify an applicable law other than Italian law.
