Conditions of sale

1. DEFINITIONS: for the purposes of these General Conditions of Sale, the following definitions will apply:
1.1. Seller: Frigo System S.p.A.
1.2. Customer: professional operator (natural person, legal person or entity) who purchases goods (Products) or services from Frigo System S.p.A.
1.3. Products: goods manufactured, assembled and / or marketed by the Seller;
1.4. Order: each proposal to purchase the Products forwarded by the Buyer to the Seller;
1.5. Order Confirmation: the written acceptance of the Order by the Seller
1.6. Contract: the sale concluded between the Seller and the Buyer following receipt by the Buyer of the Order Confirmation.
1.7. Parties: the Seller and the Buyer jointly;

2. GENERAL PROVISIONS
2.1. These general conditions of sale apply to contracts concluded between Frigo System S.p.A. and the Customer both for orders acquired by telephone, by e-mail or website and for sales made directly to the Customer at their points of sale even in the absence of a formalized order and order confirmation.
2.2. Frigo System Spa exclusively supplies professional operators (Customer) who operate in the field of air conditioning and industrial refrigeration (by way of example but not limited to: builders, installers, interior designers, maintenance workers…); Frigo System S.p.A does not sell to the consumer as better defined pursuant to the Consumer Code (Legislative Decree 206/2005 and its amendments) as the natural person acting for purposes unrelated to business activity. As these are therefore exclusively contractual relationships between Frigo System S.p.A. and professional operators, the Legislative Decree 6 September 2005, n. 206 (Consumer Code) and subsequent amendments.
2.3. Notwithstanding the provisions of Article 2.2, only sales made with the issuance of a receipt and at retail outlets are excluded from the scope of these General Conditions of Sale.
2.4. These General Conditions of Sale form an integral part of the Contracts concluded between the Seller and the Customer for the supply of the Products and apply without the need for an explicit reference to them.
2.5. Any variation or derogation relating to these general conditions of sale will be valid only if confirmed in writing by Frigo System S.p.A. and reported in the order confirmation issued by Frigo System S.p.A.
2.6. Conditions other than these General Conditions of Sale referred to or indicated by the Customer on the order or at any stage of the negotiation (including any general purchase conditions) are not considered valid and cannot be opposed to Frigo System S.p.A.
2.7. Frigo System S.p.A. the General Conditions of Sale may vary at any time;
2.8. the General Conditions of Sale are available and can be consulted on the website www.frigosystem.com/condizioni.

3. CONCLUSION OF THE CONTRACT:
3.1. The offers made by Frigo System S.p.A. they are not binding and must be considered as indicative only.
3.2. Orders placed by the Customer via telematic tools (orders placed online on the site and via the B2B application) or sent by email, telephone or other channel must be explicitly accepted by Frigo System Spa by sending an order confirmation.
3.3. Orders received electronically (website / B2B / B2C):
3.3.1. The order placed through the website (web shop) or through the B2B application constitutes a binding offer for the purchase of products by the Customer;
3.3.2. before confirming the order, the customer is required to verify the correctness of the order.
3.3.3. Following the insertion of the order, the Customer will receive a mere confirmation of receipt which does not constitute acceptance of the same.
3.4. The contract will be concluded only when Frigo System Spa sends the Customer written confirmation of its acceptance of the order. In any case, the fulfillment of the order and the issuance of the invoice will be considered as confirmation.
3.5. Frigo System S.p.A. reserves the right to evaluate each order; in the case of Frigo System S.p.A. does not partially or totally accept an order, the Customer will be notified within 5 working days.
3.6. Orders and / or changes and additions made by telephone must be confirmed in writing (e-mail) by the Customer; at fault Frigo System S.p.A. assumes no responsibility for any errors.
3.7. All Contracts are always intended to be concluded at the registered office of Frigo System S.p.A. via Nardi 41 - I 36060 Romano d’Ezzelino (Loc. Fellette) - VI - Italy.

4. TERMS OF DELIVERY
4.1.1. The delivery terms are indicative and in any case the delay in delivery will not give the right to any re sarcimento or the payment of penalties in favor of the customer.
4.1.2. failure to comply with the delivery dates does not authorize the Customer to terminate the Contract or to exercise any right to compensation for damage.
4.1.3. Unless otherwise explicitly indicated, the Customer accepts partial deliveries of the ordered products.
4.1.4. The terms of delivery EXW, DPA, DPU, DDP, etc. , where referred to, they are understood as referring to the Incoterms® (International Chamber of Commerce, in the text in force on the date of signing the Contract).
4.1.5. The ordered goods will be shipped by carrier with a flat-rate charge on the invoice for transport costs. The transport costs will be indicated in the order confirmation.
4.1.6. In the case of delivery by carrier, if the Customer does not take possession of the ordered Product at the time of delivery, all the costs incurred by Frigo System S.p.A. with regard to delivery, additional transport, storage and storage will be borne by the Customer.
4.1.7. The ordered goods can be collected at the Frigo System branch requested when ordering.
4.1.8. The Customer is required to inspect and examine the Product upon delivery and to verify that the quality and quantity correspond to the content of the Order. If the package is not intact, the Customer is required to affix the reserve clause at the time of delivery by the carrier.

5. TERMS OF PAYMENT

5.1. The terms of payment, unless otherwise agreed, provide for advance payment upon order confirmation or immediate upon delivery.
5.2. If deferred payments are agreed, these must be received within the established terms and the bank charges and expenses associated with the payment will be borne by the Customer.
5.3. Failure or delayed payment, even partial, by the Customer will entail the right for Frigo System S.p.A. to suspend any further delivery and to terminate any existing contract pursuant to Article 1456 of the Italian Civil Code, as well as requesting the immediate payment of the sums due, the expenses, including legal costs for credit recovery, and default interest pursuant to Legislative Decree no. .Lgs. 231/2002.
5.4. Any delays in the fulfillment of orders resulting from the suspension of deliveries resulting from missed / delayed payments will not be contested in any way by Frigo System S.p.A.
5.5. Complaints or disputes relating to Products do not entitle the Customer to suspend or delay payments.

6. ACCESSORY COSTS:
6.1. The prices of the Products, unless otherwise indicated, are intended for goods delivered ex works (EXW) and do not include the costs and expenses of packaging, shipping, insurance and transport; any expense, tax or duty relating to the sale of the Products, including the costs of all customs formalities (by way of example and not limited to: duties, taxes and other charges for the export of the Products), which remain the responsibility of the Buyer.
6.2. Pallets not returned immediately will be charged at cost. (??)

7. RETURNS
7.1. Returns must be authorized in advance. 7.2. The goods must be returned ex warehouse in Fellette di Romano d'Ezzelino or at the warehouse of a Frigo System S.p.A. branch.

8. CHARACTERISTICS OF THE GOODS

8.1. The technical data indicated are indicative and may be subject to change at any time without notice; the images are purely indicative. Where available, reference must always be made to the technical documentation of the manufacturers.
8.2. Frigo System S.p.A. cannot in any case be held responsible for errors or discrepancies in the technical and commercial documentation provided by the manufacturers of the products marketed.
8.3. Changes, even substantial ones, that should be introduced at any time in the products for reasons of convenience or improvement of the same, will not give rise to disputes by the Customer.

9. COMPLAINTS

9.1. Complaints on the nature, quality and quantity of the goods will not be accepted except upon receipt of the same, and any complaint or dispute by the Customer, relating to the goods shipped by Frigo System S.p.A., must be sent by email to the info address. @ frigosystem.com, registered letter or via PEC (frigosystem@legalmail.it) within 8 days from the delivery date. After this termination, the goods will be considered duly accepted.

10. WARRANTY

10.1. The products marketed by Frigo System Spa are subject to the warranty conditions provided by the respective manufacturers except for refrigeration units, chillers, refrigeration units, monoblocks, hermetic systems and compressors.

10.2. The monoblocks are guaranteed for one year from the date of purchase.

10.3. The plants and refrigeration units, chillers and systems are guaranteed for six months from the date of purchase.

10.4. Hermetic compressors, with the exception of Panasonic, Maneurop and Copeland, are guaranteed for six months from the date of purchase; In case of waiver by the customer of the guarantee for hermetic compressors where foreseen, a specific indication is made on the invoice and a 2% discount will be granted.

10.5. The lack or tampering with the labeling bearing the serial number will void any warranty rights.

10.6. In order to recognize the guarantee, the products must be returned "free port" to a Frigo System S.p.A. warehouse. who will send them to the producer.

10.7. In any case, the guarantee consists in the replacement or repair of the parts found to be defective from origin at the sole discretion of Frigo System S.p.A. or the respective manufacturers, without the right to reimbursement of costs or direct or indirect damages of any kind. Transport and labor costs for the repair / replacement are also excluded from the warranty.

10.8. Also excluded from the warranty are expenses and damages due to use or impossibility of use, partial or total, of the product; the guarantee is also excluded in cases of: installation that does not comply with the regulatory provisions and the instructions contained in the use and maintenance manual, imprudence / negligence / inexperience in use, use other than that for which the product was designed / dimensioned, modifications or tampering with the product, use of non-original spare parts.

10.9. The warranty does not apply to failures caused by: transport, bad or incorrect maintenance, imprudence / negligence / inexperience in using the product, extraordinary and unforeseeable events (such as, for example, power surges, irregular power supply, natural events and disasters , wars, street riots ...).

10.10. The repair or the replacement supply mentioned above will neither cause interruption nor suspension of the terms of the guarantee, nor will it allow the guarantee to be renewed;

10.11. The warranty does not cover parts subject to wear or consumables (such as, for example, filters, oil, fuses, lamps, meters, any electrical part).

10.12. the purchasing party must report any flaws / defects, under penalty of forfeiture, within 8 days of their discovery, notifying them in writing by email to info@frigosystem.com or PEC (frigosystem@legalmail.it)

11. FORCE MAJEURE: Frigo System Spa will be legally exonerated and not obliged to comply, either fully or partially, with any obligation towards the Customer in the event of force majeure events such as by way of example but not limited to: disasters and natural events of particular entity (floods, typhoons, etc.), riots, popular riots, wars, fire, explosion, events in general that may cause interruptions to work and / or transport networks including strikes and / or government measures, shortage or unavailability of Products or components or materials necessary for the manufacture and / or delivery of the Products, or any other circumstance reasonably beyond the control of Frigo System Spa.

12. APPLICABLE LAW: these general conditions of sale and all relations between Frigo System S.p.A. and the Customer are subject to Italian law.

13. DISPUTES: for any dispute that may arise from the application of these general conditions of sale, the Vicenza court will have exclusive jurisdiction.

14. FINAL PROVISIONS: these conditions are drawn up in Italian, English, German and French and, in the event of any doubts regarding interpretation, the version drawn up in Italian will prevail.