These General Conditions apply to all current and future contracts of sale between the parties, subject to specific derogations agreed in writing. The Buyer's General Conditions will not apply to future relations between the parties, unless explicitly accepted in writing. The weights, dimensions, prices, colours and other data appearing in ENTECH’s catalogues, price-lists and other illustrative documents are to be considered as merely indicative, unless it is explicitly specified in the offer or ENTECH’s written acceptance that they are binding. ENTECH reserves the right to make minor modifications to its products at any time, if considered convenient, and will inform the customer thereof if the changes affect supplies being executed for it.
All contracts to which these General Conditions apply are governed by Italian law. The commercial terms used herein are those defined for the Incoterms published by the International Chamber of Commerce.
The Buyer's acceptance of the offer or ENTECH's confirmation of the order, regardless of how made, entails the application of these General Conditions to the contract of sale, even when acceptance takes place by simple execution of the contract. ENTECH's offer is considered firm and irrevocable only if qualified as such by ENTECH in writing and a validity term is specified for the clause. If the Buyer's reply contains any additions or changes, even of a minor entity, this is considered a counter-proposal.
Orders will only be accepted if made in writing. An order confirmation will be sent for all accepted orders. Offers made by ENTECH’s agents, representatives or salesmen are not binding upon ENTECH until they have been confirmed. For single orders less than 300 euros in Italy, 600 euros in EU countries and 1500 euros in non-EU countries, a fixed fee of 16 euros for Italy, 25 euros for EU countries and 78 euros for non-EU countries will be added to the invoice. Prices are taken from the price-list in force on the date of the order confirmation and are quoted ex-works. If delivery takes place more than 3 months after the order confirmation, the prices may be adjusted in the event of a more than 2% increase in the price of the raw materials. If the final price increase compared to the accepted order exceeds 10%, the Buyer is entitled to withdraw from the contract. All payments and other sums due to ENTECH for any reason are net and shall be made to ENTECH's address. Unless agreed otherwise in writing, payment shall take place within 30 days of the invoice date. Payments made to ENTECH's agents, representatives or salesmen are not deemed as effected until ENTECH has received said amounts. ENTECH reserves the right to refuse payment by bill of exchange. Any delay or irregularity in payment entitles ENTECH to suspend delivery and terminate any current contracts, even if not relating to the delayed or irregular payment, and to claim for damages. ENTECH is entitled to overdue interest at the ECB rate (EURIBOR) plus 8 per cent as from the due date, without the obligation to present formal notice. Delay in payment also entitles ENTECH to suspend the warranty as per Art. 6 for the entire delay period. The Buyer may not claim breach of contract on the part of ENTECH unless it is up to date with the payments. The Buyer is required to pay the agreed sum in full, even in the event of contestation or controversy. Offsetting with sums owed by ENTECH is not permitted. Subject to the above, payment effected more than 14 days after the due date is considered material default and will entitle ENTECH to terminate the contract.
Goods are delivered as follows: carriage paid in Italy and EU countries, ex-works in non-EU countries. The delivery terms are approximate in favour of ENTECH, with a reasonable margin of tolerance. ENTECH can in no way be held liable for damage resulting from early, late or failed delivery of all or any of the goods. If it is agreed that the goods are to be delivered otherwise, they are consigned ex-works, following written notice sent to the Buyer by post, fax or email that the goods are available. Risks associated with the goods are transferred to the Buyer when the goods leave ENTECH's factory. Transport costs will be invoiced for single orders of less than 600 euros. Unless specified otherwise, packaging units are indivisible. A supplementary charge of 3 euros will be applied for each non-standard pack. Standard products listed in the catalogue with a grey background in the table of finishes and prices are normally available from stock, or delivered within 20 days. Standard products listed in the catalogue with a white background in the table of finishes and prices are normally despatched within 60 working days. Delivery terms for special products are established for each order.
ENTECH guarantees that the products supplied are free from manufacturing or design defects making them unfit for purpose. The warranty period is 24 months as from the date of delivery. Claims for evident defects must be presented within 5 days of delivery, and claims for hidden defects within 5 days of discovery, providing the goods are still under warranty. Claims must be presented to ENTECH in writing, using the return form, and specify the model codes, date of delivery, a description of the defect and the number of faulty products. When a claim is accepted, ENTECH has the faculty, within a reasonable period of time in relation to the extent of the claim, either a) to send the Buyer, free of charge and ex-works, goods of the same type and quantity as those found to be faulty or not conforming, in which case ENTECH may demand the return, at its own expense, of the faulty products, which become the property of ENTECH, or b) to pronounce the contract terminated in writing, offering to refund the amount paid upon return, at its expense, of the goods supplied. This warranty encompasses and covers all legal defects and conformity guarantees. It excludes all other possible liability on the part of ENTECH in connection with the goods supplied. In particular, the Buyer may not submit further claims for damages, price reductions or termination of the contract. ENTECH will not take into consideration any claims received after the warranty period has expired. The warranty is invalidated if the goods are used for purposes other than those for which they were sold, or in the presence of faults or defects resulting from incorrect installation or maintenance that is inadequate or not performed in accordance with ENTECH’s instructions. ENTECH also guarantees the IS-pro surface against tarnishing, infiltration, staining and flaking of the protective coating. This guarantee only applies if the products are installed, used and maintained in accordance with ENTECH's instructions. The IS-pro warranty applies as long as the mechanical parts of the product remain functional. The warranty period is 20 years for the PVD coating and 2 years for other treatments. ENTECH provides a 10-year warranty on the mechanical parts of all the door and window handles, provided that the installation and maintenance instructions have been followed. ENTECH’s warranty period runs from the day of purchase by the first end user. The warranty is only applicable upon presentation of the faulty product and purchase receipt. ENTECH’s liability will not exceed the maximum purchase price of the item. Refunds of any kind associated with product non-conformity are excluded. The warranty period for the whole product is not extended in the event of replacement. The existence of defects may only be determined by ENTECH technicians. ENTECH cannot be held liable for damage occurring as the result of improper use of the product, mishandling or negligent treatment, failure to follow the installation or maintenance instructions, modifications or repairs by the end user, chemical or physical surface reaction, or damage caused by the use of sharp or destructive objects.
ENTECH complies with current Italian laws and technical standards on product characteristics. In the event of differences between Italian regulations and those in force in the country of use, the Buyer assumes all inherent risks, holding ENTECH harmless, unless the Buyer has explicitly informed ENTECH in advance of such differences. ENTECH guarantees the performance of its products only in connection with the uses and applications explicitly indicated. The Buyer is not authorised to use products supplied by ENTECH in any way not in accordance with the above instructions. If the goods are intended for resale, the Buyer is responsible for passing on all the above information to its customers. After the risks have been transferred to the Buyer, all product liability lies with the Buyer, which holds ENTECH harmless. The Buyer agrees to take out adequate insurance coverage against all risks, without the right of rescission. Derogation from the provisions of this article are not valid unless explicitly agreed in writing by the parties.
If all or part of the payment is to be effected after delivery, the consigned goods will remain the property of ENTECH up until full payment of the price, in as far as is legally permitted in the country where the products are used. The Buyer agrees to take the necessary steps in said country to establish valid retention of title, in the broadest form allowed, or to provide a similar form of guarantee in favour of ENTECH.
The Buyer shall comply with the industrial and intellectual property rights covering products supplied by ENTECH, as well as the trademarks and distinctive signs used by it and any utility and ornamental models associated with the products. In the event of infringement of this clause on the part of the Buyer, the Buyer shall pay ENTECH a penalty equal to triple the cost sustained by ENTECH, directly or indirectly, for designing and producing the product involved in the infringement, subject to ENTECH's right to claim for further damage suffered.
No responsibility may be attributed to ENTECH in the event of default or delay in fulfilling its contract obligations occurring as the result of chance or acts of God, such as strikes, lockouts, wars, riots, uprisings, fire, explosion, earthquakes, floods, unexpected shortage of materials for making the products due to third-party acts or facts, the inability to obtain or the revocation of licences to import, export or sell goods, materials or products.
In the event of discrepancy in the interpretation of these General Conditions, the text drawn up in Italian will apply. Any annexes or recitals form an integral part of the contract to which they refer. Any changes or additions to the contracts to which these General Conditions apply shall be made in writing, under penalty of nullity. If any of the contract provisions are null and void, the overall contract shall be completed and interpreted as if it contained all the clauses allowing the achievement, in accordance with the law, of the essential purpose pursued by the contract containing the clause in question.
Any controversies arising out of or in connection with the contracts to which these General Conditions apply will be settled by the Court of Brescia, Italy. ENTECH is entitled, however, to have the dispute settled by the court of the town where the Buyer resides.