General sale conditions

  • 1 Scope of application

    • 1.1 The following General Conditions of Sales (GCS) of Planit govern all present and future offers, acceptance of offers and the entire life of the contractual sales relations with the Buyer. The GCS shall bind the Buyer starting from the moment of acceptance of the sales offer by the Buyer.
    • 1.2 General conditions from the Buyer shall only be deemed to be accepted by Planit if they are accepted explicitly and in writing.
  • 2 Formation of the sales contract

    • 2.1 Sales contracts are deemed to be binding between the parties at the time of written acceptance of the offer by the Buyer (“Order”). Notwithstanding the foregoing, Planit shall have the right to decide in its sole discretion within a period of five (5) days whether to accept such orders („Acceptance of Order“). Such Acceptance of Order shall be submitted to Buyer through regular mail, fax or email.
    • 2.2 In respect of direct Orders (without Planit previously sending an offer), which must be effected in writing, Planit shall also have the right to decide in its sole discretion whether or not to accept such orders („Acceptance of Order“). Such Acceptance of Order shall be made by Planit through regular mail, fax or email.
  • 3 Information in catalogues are not binding

    • 3.1 All information contained in catalogues of Planit are not binding. Respective information are only published for reference purposes. In as such, Planit will in its own discretion modify such information, whenever it deems it appropriate.
  • 4 Delivery, terms of delivery, product examination

    • 4.1 Planit’s terms of delivery or/and completion dates are non-binding. Exception to this rule is only made, if the Acceptance of Order contains exceptionally the terms „binding terms of delivery“. Also in case of binding terms of delivery, Planit does not assume liability for delays if such delays are due to force majeure or are due to the wrongdoing of third parties involved in the transaction.
    • 4.2 The Buyer shall send Planit within not more than 8 days from delivery, in the form of email, fax or registered mail, a written notice of non-conformity in respect of the goods delivered. Such notice of non-conformity must contain the transportation documents and a detailed description of the non conformity. Also in case of hidden non-conformity, the Buyer shall notify Planit of such nonconformity not later than 8 days after the Buyer discovered or ought to have discovered it. A notice of non-conformity delivered beyond such term shall nullify any right of the Buyer to hold liable Planit for such non-conformity.
  • 5 Prices and terms of payment

    • 5.1 All prices are to be considered ex-works INCOTERMS 2010, excluding costs for transportation, insurance, freight, customs, and any other fees, whatever in nature.
    • 5.2 If not expressly stated to the contrary, prices are exclusive of VAT.
    • 5.3 The prices mentioned in the offer, the Order and/or the Acceptance of Order, and any other document relating to a specific sales transaction, refer only to the products of the specific sales transaction. For eventual additional orders, works or services, which the Buyer submits to Planit after the Acceptance of Order, those prices will apply which are applicable at the time of such additional order.
    • 5.4 Claims or objections, whatever in nature, do not entitle the Buyer to suspend or delay payments. The Buyer shall not be entitled to raise objections or file suit against Planit, if he has not effected all payments regularly, including those payments in respect of which such claims or objections are raised. In this sense the Parties agree to the principle “solve et repete” in favor of Planit.
    • 5.5 In case the Buyer should suspend or delay payment to Planit, the affected sales transaction shall be automatically rescinded. In case of payment by installments, the entire sum shall become due immediately, without the need of further notice. By exercising such right Planit shall not be deprived of any right he may have to claim higher damages.
    • 5.6 In case of delayed payments an interest rate shall apply at the rate of the current EURIBOR 6 month + 7%, plus all costs connected to the recovery of the unpaid sums.
    • 5.7 Compensation with eventual other claims by the Buyer shall only be permitted, if Planit does not recognize the existence and the maturity of such claims.
    • 5.8 Planit shall have the right to compensate entire or partial payments with callable claims it has against the Buyer from previous transactions, including default interests, costs and other fees mentioned in art. 5.6 above.
  • 6 Implied warranty

    • 6.1 By signing the GCS the Buyer expresses its understanding of the fact that the products of Planit are of a craftsmanship’s nature, that are custom-made and in compliance with the national, Italian, and eventually European norms and provisions. In as such, non-conformity claims that address such imperfections typical to craftsmanship products, natural materials and substances shall not be acceptable, being they an intrinsic element of the products sold by Planit.
    • 6.2 In addition, apparent non-conformities of the products that are in reality due to an incorrect transfer by the Buyer of measurements, erratic floor structure, etc., are to be borne by the Buyer. Also, Planit shall not be held liable for apparent non-conformities of the products that are in reality due to changes on site, which have occurred after Planit has submitted the offer to the Buyer. In the circumstances described before, the Buyer has an obligation to inform Planit without delay of such incorrect information and Planit shall keep the right to change its offer in accordance with the new circumstances. Subject to express written statement to the contrary, Planit shall not be held liable for purely national and EU and non-EU norms and provisions in respect of the fabrication, installation, the resale, etc. of the products at the place of delivery or at the final place where the products are to be in use.
    • 6.3 The Buyer is well aware that Planit only sells the products, but is not responsible for assembling at customer site. In as such, the Buyer has the obligation to assemble, or let assemble, the products in conformity with generally accepted standards. In case the assembling is not in conformity to generally accepted standards, Planit shall not be held liable in any way, no implied warranty shall apply, and the Buyer shall assume all responsibilities for damages that may arise.
    • 6.4 If Planit receives a valid non-conformity claim from the Buyer according to art. 4, Planit shall be entitled to decide in its sole discretion whether to substitute, to repair or to reduce the price of the products. Such decision shall not be interpreted as admission of any wrongdoing by Planit. In addition, Planit shall have the unchallengeable right to demand an on-site examination, or to demand return of the products back to its premises. In other words, the products can be returned back to the premises of Planit only in case Planit gives express authorization in that respect. In case Planit opts for the replacement of the product it shall be liable to pay only the costs for transportation to the Buyer. Finally, if Planit opts for repair of the products, such repair is effected by the Buyer.
    • 6.5 The present warranty is limited to replacement, repair or reduction of the price of the products. Any other claims, such as damages, direct and indirect losses, whatsoever in nature, is excluded.
    • 6.6 In absence of a written statement to the contrary, the Buyer is only allowed to sell the products in the country where the Buyer is established (hereinafter „Country of Destination“). As a consequence, Planit can under no circumstances be held liable for material and/or personal damages, which materialize outside the Country of Destination. In particular, Buyer in aware that the product liability insurance of Planit does not cover the US-, Canadian and Australian market.
  • 7 Reservation of proprietary rights and intellectual property

    • 7.1 Planit reserves itself all proprietary rights in respect of its product, up until the Buyer has paid the full price, has complied with all other primary or secondary terms of contract, and has paid all sums due up to that day. Such reservation of proprietary rights remain firm also in case all claims of Planit have been summed up and the balance is recognized by the parties. Same in case of cheques, bills, notes that have not yet been liquidated by Planit.
    • 7.2 All promotional materials, specifications, price lists, offers and all other materials from Planit, are deemed confidential between the parties and cannot be disclosed to third parties. The Buyer herewith recognizes the intellectual property rights of Planit in respect of such promotional materials, specifications, price lists and other materials, in whatever format they have been exchanged, paper or
      electronic.
  • 8 Applicable law – jurisdiction

    • 8.1 Italian law shall govern these GCS and all aspects of the contractual relation between Planit and the Buyer.
    • 8.2 The parties herewith agree that the court of Bolzano shall have exclusive jurisdiction for eventual court proceedings relating to the contractual relationship between Planit and the Buyer.