Home > GENERAL TERMS AND CONDITIONS OF SUPPLY
Unless waived in the Particular Terms and Conditions of Supply or in another agreement stipulated between the Supplier and Customer, the contractual relationship with the Customer is regulated by these General Terms and Conditions of Supply.
1.1 Supplier: Dallan S.p.A with registered offices in Castelfranco Veneto,Via per Salvatronda, 50.
1.2 Customer: whoever asks the Supplier to furnish the Product and undertakes to pay the price agreed.
1.3 Product: machinery, dies, equipment and components manufactured by the Supplier according to the Customer’s specifications.
1.4 Profile: the object obtained from the Product.
1.5 Software: set of computer programs developed by the Supplier and embedded in the Product supplied to the Customer including possible storage media, explanatory material and any other related documentation provided in written or electronic form, as well as any modified version, update and improvement of the programs’ original version.
1.5 Order: written notification with which the Customer asks the Supplier to furnish the Product.
1.6 Order Confirmation: the written notification with which the Supplier confirms the Customer’s Order and accepts to supply the Product at the conditions agreed, to be sent via fax or email and which must be signed by the Customer.
1.7 General Terms and Conditions: these General Terms and Conditions of Supply.
1.8 Contract: the individual contractual relationship established case by case between Supplier and Customer and which will comprise the General Terms and Conditions integrated with the Order Confirmation containing specific references such as type of Product, prices, quantities, etc.
2.1 The drawings approved by the Customer must be received by the Supplier within one week from the date on which the Customer has received these from the Supplier via fax or email. Construction of customized parties of the Product ordered will start only after such drawings and/or documents have been received.
2.2 Within 1 month from signature of the Order Confirmation, the Customer undertakes to provide any accessories, complementary profiles or other component intended to interoperate with the Product in order to verify their compatibility.
2.3 The compliance of the Profiles to the specific and local Norms, in terms of safety and technical specifications, is responsibility of the Customer.
Any technical variants and/or modifications requested by the Customer must be agreed and quantified separately and will result in amendment of the Contract only if accepted in writing by the Supplier.
4.1 The Customer shall furnish adequate quantities (to be agreed) of test materials which must be of high quality, without defects and be furnished at least 2 months prior to the planned date of testing according to the complexity and intended use of the Profiles and Product and as agreed in the Contract.
The Customer shall also send, as test materials, all materials involved in the packaging or assembly of the Product, such as stripping devices, protective films, woods for the stacking, hooks, caps or other accessories which shall be assembled or be used on the Product .
4.2 The composition of the paint and /or primer strip on pre-painted coils must not contain abrasive elements such as silicon, etc.; it must be resistant to abrasion to be suitable to the forming process, and it must have suitable flexibility to accept the bending radii indicated in the drawings.
The strips and coils must have a tolerance of i+0/-0,2mm in width and +/- 0,02 in the total thickness (in any case less than 10% of the thickness). The quality of all the materials used for manufacturing, packaging or assembly of the Product shall be suitable to grant the quality of the final Product as well as the full functionality and continuous operation of the Product. 4.3 For some kind of Profiles, such as rolling shutters or venetian blinds, the result (intended as Profile) might change according to the raw material producer or the kind of product/painting applied to the material. The functionality is granted only for a single type of material intended as one producer and one colour and one thickness. For pre-painted aluminium reference is made to EN 1396. For additional materials, intended as different producers, colours or thickness, some variants and adjustment might be required and the related feasibility and costs shall be evaluated and quantified on a case-by–case basis by the Supplier. The Supplier shall store a sample of each type of coil supplied for the testing. Any subsequent assessment of Product functionality shall refer to the quality of the material used for testing and to the results obtained during the Test at the Supplier’s site. 4.4 The Customer can request the return of any unused coils. The costs for the return of non used coils. shall be paid by the Customer. During the testing the width or the thickness of the material, or other technical specifications of the material, might change with respect to the theoretical sizes. We recommend to buy a small quantity of material for the initial testing before buying bigger quantities for the standard production.
5.1 On being informed that the Product is ready, the Customer shall be required to attend Testing within 10 days; after such term, the Product shall be considered as tested. On positive Testing, the Customer shall sign the Test and Warranty Certificate (RC1, Att. 1 to the General Terms and Conditions of Supply);
5.2 In the case in which the Product is able to produce Profiles of variable dimensions, or if the Product can be set up in such a way as to produce multiple Profiles (for example, shelves with different widths or doors with parametric dimensions) Testing shall be carried out on a maximum of 3 variants. For some kind of Profiles, such as rolling shutters or venetian blinds, each Profile shall be tested on 1 a single material type only, and in case more than one thickness is indicated in the Supplier’s drawings, the test will be carried out with maximum 2 material thicknesses. If the Customer requests the Testing of the Products with different types of material (different producer, colour or thickness) each additional material will be separately invoiced, with an indicative cost of 4,700 Euro per any additional variant, including any additional producer, colour, material or thickness.
5.3 Testing or failure to test the Product by the terms established shall imply acceptance of the Product and waiver of any exceptions concerning design, construction and workmanship defects or non-compliance with the Customer's specifications.
5.4 It is understood that the performance of productivity and the tolerances eventually indicated in the Contract corresponds to the maximum estimated value and can be modified depending on the number and characteristics of the manufacturing requested on the Profile, as well as the characteristics of the material used or sent for the Testing and the functionality required for the Product. For tolerances reference is made to ISO 2678-m and EN 10162 for metal profiles including closed and seamed profiles.
6.1 The delivery terms, indicated by the Supplier in the Order Confirmation, shall be considered merely indicative and not binding and may be affected by circumstances, not foreseeable at the time of stipulation of the Contract, that may which prevent, impede or delay the normal production process and delivery of the Product.
6.2 In case of delay of the Customer in sending processing indications, technical data or other preliminary instructions necessary for the proper production of the Product as well as of delay in paying the portion of the price due as down payment, the delivery date will be rescheduled by the Supplier once receiving the drawings signed by the Customer, the processing indications, technical data or the payment, on the basis of the workloads pending on that date.
6.3 In the case of modifications to the Product, agreed by the Parties, after the date of signature of the Order Confirmation, the delivery date will be automatically postponed by the period reasonably necessary to make such modifications.
6.4 If the Customer does not accept delivery on the date established, it shall in any case pay all parts of the consideration due on delivery, as if delivery has been made. All expenses and charges arising in relation to such refusal (e.g. stocking) shall be paid exclusively by the Customer.
6.5 The Customer warrants that it has obtained the permits, licenses and authorizations necessary for importing the Product. In the event further authorizations for export are necessary, Delivery will be automatically delayed to accommodate the time needed to obtain such authorizations. The Customer will have no right to any compensation and/or reimbursement for delayed or failure to export, release for free circulation and/or delivery due to the absence or delays in obtaining import/export authorizations, permits or licenses, and/or arising from any restrictions imposed by the Customs authorities.
7.1 The Customer is always obliged to accept delivery of the goods, also in the case of partial deliveries and also when the goods are consigned before the delivery date established or after such date.
7.2 In the case in which the Customer has not promptly accepted delivery of the goods for causes not ascribable to the Supplier, the Customer shall pay all the ensuing expenses. In particular, the Supplier may stock the Product at the risk, hazard and expense of the Customer, or ship the goods to the Customer’s site, in the name and on behalf and at the expense and risk thereof. The Customer will also pay the Supplier a penalty equal to 0.5% of the value of the Product for each week of delay, starting from the day established for delivery, without prejudice to the right to claim further damages.
8.1 Installation and commissioning shall be carried out only after the Customer has notified the Supplier that the works indicated in Annex 3 to the General Terms and Conditions of Supply (Installation information) have been completed correctly, and only after it has notified in writing to the Supplier that it has received all the materials necessary for the production of the Profile.
8.2 In the case of Installation by the Supplier’s technicians, at the end of Installation the Customer shall sign the Installation Report (RI1, Annex 2) which will indicate the time required to carry out such operation and the names of the related technicians.
8.3 On signing the Installation Report (RI1, Annex 2), responsibility for use of the Product is transferred from the Supplier to the Customer.
8.4 The Customer shall take responsibility of the involved working places and of their conformity to the laws concerning safety on working places and environment and the Customer shall indemnify the Supplier against any cost, charge or damage which might arise from the wrong behavior of the Customer’s personnel involved in the services.
8.5 In the case of Installation made by the Customer, responsibility for use of the Product is transferred from the Supplier to the Customer at the time of shipment.
8.6 At the end of the start-up the Customer authorizes the Supplier to collect photos, documents (including safety devices) or sample of profiles/products made with Dallan and Dalcos’ systems.
8.7 Installation shall be carried out using the same materials used for Testing. For each request of Installation to be done on different materials (different producer, colour or thickness) the Supplier shall provide the related cost estimate separately.
9.1 The supply includes training of Customer’s employees at the Supplier’s site for a maximum of 2 persons for 5 days. Such training shall be carried out during the Testing of the Product at Supplier’s premises. The Supplier guarantees the Training in Italian or English. If the Customer requests the Training in a different language, it should use an interpreter. Such service of translation shall be at sole expenses of the Customer.
9.2 The Customer’s employees are trained as “Reference Technicians”. The training as a Reference Technician covers the use of the Product, scheduling of production changeover, ordinary and extraordinary maintenance. The Customer’s employees who shall be trained at the Supplier’s premises as Reference Technicians shall have adequate technical qualification in order to be trained on the Product operation. The Customer’s employees shall have to comply with all security process of the Supplier. The request of Training at Customer’s premises shall be quantified separately, and the Customer shall receive a cost estimate from the Supplier’s sales office.
10.1 The consideration agreed shall be paid to the Supplier by way of bank transfer, or in any other way notified by the Supplier, according to the times agreed in writing by the Parties in the Order Confirmation.
10.2 The price of the Product, and also all and any other amount due for any reason to the Supplier, shall be considered net of VAT and any additional charges established by law, taxes and import dues and any certification expenses.
10.3 If payment is not made by the date indicated, arrears interest will be applied at the legal rate in force at such time, without the need for formal notice of default of the debtor.
10.4 In the case in which the delay in payment exceeds the term agreed by 30 days, the Customer shall be required to pay an amount equal to 5% of the sum for which it has not complied with the payment terms, by way of penalty.
10.5 In the case in which the delay in payment exceeds the term agreed by 30 days, the Supplier may, after notifying the Customer in writing, suspend the Contract – including technical assistance activities and the supply of spare parts – until the time of payment.
11.1 Without prejudice to the provisions of art. 6 and 7 above, the Product delivered shall remain sole property of the Supplier until complete payment of the consideration by the Customer.
11.2 The Customer undertakes to do all and everything necessary to make such retention effective, to take out insurance against risks relating to the Product, and not to remove any labels, data-plates and/or codes applied to same by the Supplier to indicate ownership of the Product, thereby avoiding confusion with other machinery, equipment and dies owned by the Customer.
11.3 The Supplier is also authorized to carry out all and any formalities necessary to render such retention of title enforceable against third parties.
12.1 The Supplier undertakes to deliver a Product complying with agreements and free of defects such as to render the Product unsuitable for the use for which products of the same type are usually adopted.
12.2 In the case of delivery of non-conforming Product parts, the Supplier’s responsibility shall be restricted to replacement, at its expense, with another suitable Product part or, at the Supplier’s discretion, withdrawal at its expense of the non-conforming Product part and return of any consideration received, excluding all and any other remedy, indemnity or request of the Customer. The Supplier may also, at its discretion, operate on the Products at its own plants or at those of the Customer, adopting its own personnel and/or of its affiliates and/or of other companies and/or resorting to the Customer’s staff. In the relationships with the Customer, the personnel of affiliates or of other companies appointed by the Supplier are considered Supplier’s personnel.
Any other reimbursement, indemnity or compensation for damages is therefore excluded. The responsibility of the Supplier shall, in any case, be restricted to Product defects notified by the Customer according to the terms set forth in art. 14 hereinafter.
12.3 All warranty repairs shall be decided and directed by the Supplier. In the case of warranty repairs carried out at the Customer’s site, the Customer shall be responsible for guaranteeing suitable conditions of the places involved and compliance thereof with applicable legal provisions regarding work, workplace safety and protection of the environment and shall hold harmless and indemnify the Supplier from and against any cost, expense, liability or damages ensuing thereto. The Supplier shall not be held responsible for damages caused by improper conduct of the Customer’s staff in carrying out warranty repairs.
12.4 The costs of warranty repairs shall be divided between the Parties as specified below. The Supplier shall pay the costs of the components to be replaced, the shipment thereof with consignment DAP agreed place of destination as per Inconterms latest version - ICC and repair labor. The Customer shall pay the travel, board and lodging and insurance costs of Supplier’s staff, and also costs to guarantee conformity of the places where warranty repairs are to be carried out. If requested, the Customer shall pay the costs of shipment of faulty components from the Customer to the Supplier with consignment DAP Castelfranco Veneto, as per Incoterms last version - ICC.
12.5 If the parts or components of the Product considered faulty by the Customer are not effectively faulty, the Customer shall pay all the costs established by art. 12.4.
12.6 The warranty shall be valid for 12 months from the date of Testing at the Supplier’s site or other places identified thereby.
12.7 All and any modifications, repairs or replacements made to the the Product by the Supplier pursuant to the provisions of this article or that which precedes shall not imply any extension of the Warranty Period. The warranty on parts repaired and/or replaced shall terminate on expiry of the Warranty Period of the Product.
13.1 The Supplier shall not be held responsible for Product faults and defects deriving, also indirectly, from drawings, projects, information, software, documentation, indications, instructions, semi-finished materials, components, other tangible assets and from all and everything furnished, indicated or requested by the Customer or by third parties that act, for any reason, on its behalf.
13.2 The Supplier shall not be held responsible for Product faults and defects due to normal wear of parts and components, and also for faults and defects caused by non-compliance with the rules and instructions related to the product’s normal use and in any case by improper use or treatment of the Product not complying with the rules of good workmanship, or defects caused by use of the Product other than as Tested or specified in the Contract and also in the case in which the Customer has proceeded to replace and/or repair Product components without the intervention of the Supplier and without using original components fabricated thereby.
13.3 In the case of damage caused by the Product to third parties due to faults and defects deriving, also indirectly, from drawings, projects, information, software, documentation, indications, instructions, semi-finished materials, components, other tangible assets and from all and everything furnished, indicated or requested by the Customer, the Customer expressly undertakes to hold harmless and indemnify the Supplier from and against all and any demand, action, claim, cost and expense.
13.4 The Customer undertakes to verify conformity of the Profiles, and the Supplier’s responsibility for damages of any type/nature to the Customer or to third parties caused by faults or defects in the Profiles is excluded.
13.5 Furthermore, the Customer shall forfeit the warranty if it does not permit all and any reasonable inspections requested by the Supplier or if, the Supplier having requested return of the faulty part, the Customer fails to return the part within 30 days from such request.
14.1 Without prejudice to the provisions of art. 12 and 13 above, the Customer, under penalty of forfeiture, shall report any non-conformities or faults of the Product to the Supplier, notifying the Supplier of the serial number or Job number of the Product and also providing a written description of the related problem within 8 days from discovery thereof, except in the case of non-hidden faults or defects or such that can be detected during Testing.
14.2 Non-conformities or faults may not in any case be notified after the expiry date of the Warranty Period, as set forth in art. 13, nor validly notified beyond the 12th month from date of Testing.
15.1 The Supplier adopts three technical assistance procedures:
a. repairs: if it is necessary to repair parts of the Product, the Customer will receive the request to forward the part, with indication of a code to be specified in the related transport document, from the Supplier’s sales office;
b. spare parts: the Customer will receive an estimate from the Supplier’s sales office;
c. on-site technical service: the Customer will receive an estimate from the Supplie’sr sales office;
15.2 For all technical assistance activities, whether or not covered by warranty, the Customer shall notify the Supplier of the serial number or Job number of the Product also providing a written description of the problem that has occurred.
16.1 The Customer represents and warrants that the Profiles obtained using the Product do not infringe third party intellectual and industrial property rights. The Customer undertakes to hold harmless and indemnify the Supplier from and against any actions undertaken by third parties claiming infringement by the Product, or by the Profile of their asserted intellectual property rights.
16.2 The Parties agree that the Product incorporates confidential information and know-how of the Supplier and that the contents of technical type prescriptions and of the projects and also any further data, news, information, drawings, diagrams, specifications furnished by the Supplier to the Customer under the Contract constitute secret information pursuant to and according to the law.
The Customer therefore undertakes to:
- maintain all documents and drawings furnished by the Supplier as strictly confidential and not to disclose documents, information and processing techniques of the Supplier that may come into its possession or to its knowledge under the Contract or under previous contractual relationships;
- maintain as strictly confidential and not disclose or communicate to third parties, not to reproduce, copy or use on its own account the confidential information furnished or disclosed, either directly or indirectly, without the prior express consent of the Supplier whereby confidential information shall mean, for example purposes only and not limited to, data or information concerning: design or research and development of the Supplier; drawings, technical specifications, software, procedures, models owned and/or available to the Supplier; products and production processes applied and not, patented and not, in any way owned and/or available to the Supplier; production equipment and other assets of the Supplier; the organization of production or of the company, services furnished by the Supplier, commercial initiatives and customers of the Supplier; relationships negotiated between the Supplier and its own staff and third parties;
- avoid carrying on activities of study, analysis, decompilation, reverse engineering or any other activities aimed at obtaining information on the structure or technical characteristics of the Product (including automations, equipments and softwares) or of the Profile, done for example by using methods for the detection of rollforming or cutting equipments in order to replicate the Product in whole or in part.
17.1 The Product incorporates the Software necessary for its own functioning.
17.2 The Software has been developed autonomously by the Supplier, which is its only and exclusive owner. The Supplier grants to the Customer a non-exclusive software license for the duration of the Contract with the express exclusion of the assignment to the Customer of the ownership of the rights related to the Software, including copyright and intellectual property rights.
17.3 The Customer shall not replicate the Software (with the only exception of one backup copy in order to allow the recovery of the Product, which shall be done by Customer’s employees or by personnel appointed by the Customer, which in any case have to be well trained and qualified) nor tempering with, coding, converting or doing reverse engineering. It is moreover expressly prohibited to the Customer to modify, remove or tempering with any logo, sigh or trademark owned by the Supplier certifying the Software’s ownership.
17.4 The Supplier grants a license to the Customer concerning the Software, as it is installed on the Product, for the purposes for which the Product has been produced and for the activity agreed, also in the light of the technical characteristics specified on the General Conditions of Supply and on Order confirmation’s content.
17.5 The Supplier shall not be held responsible for damages deriving from any use of the Software different from the ones for which it had been installed on the Product, for losses and lost profits, for a total or partial interruption of the activities and for the loss of information and data - even in the case the Supplier had been previously warned about such possible damages.
18.1 The Contract shall be automatically and legally terminated following prior notification of the Supplier by registered letter with return receipt, in the following cases:
- failure to pay, entirely or in part, the sums due;
- liquidation, insolvency or admission of the Customer to bankruptcy proceedings;
- merger, sale, assignment, substantial modification of the corporate object of the Customer;
18.2 In the case of termination for the above reasons, the Customer shall in any case be required to pay the amounts due in accordance with the agreed payment dates of the price, while the Supplier may withhold any sums paid as indemnity according to the state of preparation of the Product (and the level of customization thereof), without prejudice to the right to further damages.
19.1 If an extraordinary event occurs while the Contract is being performed, and if that event is considered to be a Force Majeure event, the Parties have no liability for any resulting breach and/or for eventual damaged caused in whole or in part by the Force Majeure event.
19.2 Force Majeure events include those that are capable of directly influencing the performance of the Contract, and include weather conditions (such as heavy storms, floods, tempests, hurricanes), earthquakes, fires, epidemics, acts of terrorism, armed hostilities (even if not officially recognized), riots, civil disorders, explosions, sabotage and expropriation/removal of public authorities.
19.3 The party sustaining the Force Majeure event (the breaching party) must immediately notify the other party of the existence of such event, including the presumed duration of the event, and must also immediately notify the other party upon the end of the event, all by written communication.
19.4 If the Force Majeure event continues for more than 30 days from when the event arose, the Parties will be able to renegotiate the terms and conditions of the Contract, which shall be given effect only by mutual consent.
19.5 If no further and alternative agreement is reached, and the Force Majeure event continues for longer than 90 days from when the event arose, each party shall be free to terminate the Contract, by way of written communication sent by certified mail with return receipt to the other party. In the event of termination, the performance already executed by each party shall remain in place.
19.6 If a Force Majeure event prevents the Product from being delivered to the Customer, in the event that the conditions set forth in the present article are satisfied and the right to termination is exercised, the Supplier will not be required to return the sums already paid by the Customer, which will be kept by the Supplier as partial reimbursement for the costs sustained for developing the Product, given the high level of personalization of the same.
20.1 Unless otherwise agreed in writing, the Product is intended as sold for the exclusive use of the Customer who may not therefore assign this to third parties without the Supplier’s prior consent.
20.2 The Contract shall not be assigned by the Customer to third parties, unless prior written consent of the Supplier. In the event the Supplier agrees to the assignment of the Contract, the Customer shall remain in any case bound to perform the duties assumed in the Contract, and the Supplier shall thus keep its right of action against the Customer whenever the Assignee does not perform the duties provided for in the Contract.
In the event that the Customer shall revert to a leasing company to obtain the financing related to the Product and, consequently the Supplier is requested by the leasing company to sign contractual conditions drafted by said leasing company, it is understood that all the contractual obligations and undertakings provided for by the General and Specific Conditions of the contract, and non expressly waived by the various and subsequent contractual agreements, even if accepted by the Supplier, shall constitute a lasting and permanent agreement between the Supplier and the Customer, the obligations undertaken by the Customer in the Specific and General Conditions shall thus stay fully effective and binding to him.
These General Terms and Conditions and the Contract shall be construed and governed exclusively in accordance with Italian law, with specific exclusion of the rules of international private law and application of 1980 Vienna Convention on the international sale of goods.
All and any disputes arising from or in relation to the existence, effectiveness, interpretation of the Contract and of these General Terms and Conditions shall be deferred to the exclusive jurisdiction of the Court of Treviso.
Any amendment to the General Terms and Conditions and to the Contract shall be agreed in writing and inserted amongst the Exceptions of the Particular Terms and Conditions of Supply.
26. Model or organization and Ethical Code
The Customer declares that it is aware of the adoption of a Model of organization, management and control of the Supplier and declares to have carefully read the company’s Ethical Code of the Supplier, adopted pursuant to the existing legislation and published on the website ... and ...