Terms of sale and delivery
1. IN GENERAL
These general sales conditions regulate the contractual relationship resulting from the acceptance by Vesta Automation Srl (hereinafter “Vesta”), with registered office in Via Pietro Canal, 12 – 35137 Padova (PD) – Italy, registered in the Register of Enterprises of Milan, REA No. 325195, P.IVA 03640490284, of the customer’s proposal/purchase order and supersede the versions contained in previous catalogs, as well as any other agreement reached between the parties, except as may be agreed in writing and with express reference to these general conditions of sale, derogating its content, on Vesta letterhead duly signed by a legal representative of the same. These general conditions of sale are updated to January 2004. Vesta reserves, however, the right to modify, from time to time, at its sole discretion, its general conditions of sale. The most updated version of the same will in any case be published on the website www.vesta.it. The customer is therefore required to check the text of the general conditions of sale in force, which will be applicable to the contract with Vesta in case of acceptance of the proposal/purchase order, when sending the proposal/purchase order. All descriptions and illustrations contained on Vesta’s website, “Products” page, or in other commercial documentation of Vesta are only intended to provide the customer with a general idea of the products or items and shall not form part of the contract between Vesta and the customer. These general conditions of sale do not apply to exports of products or articles outside the Italian territory, for which different contractual conditions are provided. However, if the products or items supplied to the customer in Italy are subsequently exported by the latter, it shall be the customer’s responsibility to obtain, at his own expense, all necessary licenses and authorizations, also complying with the export regulations between Italy and the country of destination, with particular reference to the regulations for the export of high-tech products.
The prices shown on the web portal www.vesta.it are exclusive of VAT, which will be applied at the rate in force on the date of invoicing. The prices shown on the website www.vesta.it may be subject to change. In the event that the price of the product or item ordered as indicated in Vesta’s price list in force at the time of receipt of the order is different from the price indicated by the customer in the order form, Vesta shall promptly contact the customer, who shall be entitled to confirm or reject the purchase order.
Where prices are not expressly indicated or in the case of supplies relating to items not included in the “Products”, the prices shall be specifically agreed upon and confirmed in writing by Vesta prior to shipment of the product. Vesta does not issue pro forma invoices under any circumstances.
3. PURCHASE ORDERS
Purchase orders may be sent by the customer (i) in the manner indicated on the website, or (ii) via the Internet. More information (in relation, among other things, to the technical steps to be followed for the conclusion of the contract, the way in which the concluded contract will be filed, the relative access modalities and the correction of errors in data entry before submitting the order, etc.) in case of purchase through the web portal, are reported at ‘Internet address www.vesta.it. The order will be considered as a contractual proposal, since the “Products” and the display of products or articles on the virtual showcase of the site www.vesta.it have only an informative function and, therefore, of invitation to offer. Unless otherwise specified for orders transmitted on-line, Vesta’s acceptance may also occur through direct execution of the orders, without the need for a prior formal acceptance of the order. Long-term orders may have a maximum duration of 12 months from the date of issue of the order.
Shipping and handling costs are charged to the customer and are reported at the following address www.vesta.it under the page “Shipping and Returns”, unless a different delivery service specifically requested by the customer and agreed with Vesta. Same-day shipping, regardless of the transportation system used and whenever possible, will be made, as a rule, only for orders received on working days between 8.00 a.m. and 7.00 p.m.. Vesta is usually able to deliver in Italy with an average time of 24/48 hours. However, it is understood that the delivery terms are to be intended as non-essential. Vesta reserves the right to change the shipping cost during the period of validity of the Catalogue. Since the shipping costs shown in the catalogs may not be up-to-date, customers are required to check the relevant amounts on the website www.vesta.it under the “Shipping and Returns” page. For orders not transmitted online, if the shipping cost is higher than what is indicated on the website, the relevant amount will be communicated by Vesta to the customer before shipment, which will take place only after the customer has accepted the new amount within 3 (three) days from Vesta’s communication. If Vesta foresees that it will not be able to comply with the delivery terms indicated, without this entailing any liability to the customer, it will communicate the new delivery terms of the item to the customer, who must confirm the order, as amended, within 3 (three) days of Vesta’s communication. Unless otherwise agreed, delivery will be made to the domicile that the customer will have specified in the order.
5. EXAMINATION OF PRODUCTS, DELAYS AND NON-DELIVERY
The customer is obliged to examine the goods received accurately at the time of delivery and to communicate in detail to Vesta, within 8 (eight) days from delivery, any defects found – or discoverable – as a result of this examination, or to propose any other claim in relation to the products. If the customer does not make the above communication, the items will be considered definitively accepted and conform to what was requested in the order, without prejudice to the possibility, within and no later than 1 (one) year from delivery, to assert any non-apparent defects, provided that the relative report was made within 8 (eight) days from the discovery of the same (in accordance with the provisions of Article 1495 of the Civil Code). It is understood that the customer must refuse the delivery, by the carrier, of packages with damaged packaging and must, in this regard, immediately inform Vesta of the incident; otherwise, the goods delivered shall be deemed fully accepted in the state in which they are at that time. For the purpose of examining the products or items, the customer acknowledges that Vesta is not the author of the software that may be contained therein, nor has it examined the same. Therefore, the customer shall carry out, under its sole responsibility, before using the product or article, all reasonable checks to verify that the software contained in the purchased products make them suitable for use, that is, that they are not affected by computer viruses or other defects that may damage the article or the goods that come into contact with it.
6. TRANSFER OF RISK AND OWNERSHIP
The ownership of the goods passes to the customer when the goods are handed over to the carrier for delivery at the customer’s domicile or at the address indicated by the customer at the time of the order. In any case, the goods travel at the customer’s risk, it being agreed that each shipment is carried out on behalf of the customer and that, therefore, Vesta is exempt from any responsibility with the delivery of the same to the carrier or to the customer if the latter decides to collect the goods personally or through one of its agents. In case of non-payment, Vesta shall be entitled to avail itself, at its sole discretion, of the express termination clause as set forth in the following section “Payments and Express Termination Clause” or any other remedy provided by law, including compulsory execution or repossession pursuant to article 1519 of the Italian Civil Code. Should it be necessary for Vesta to exercise and protect its rights, the customer shall allow Vesta, its employees and agents access to its premises for the sole purpose of collecting the unpaid products. However, it is understood that Vesta shall in any case be entitled to claim full compensation for any damages suffered as a result of the customer’s default.
Vesta will replace or repair the products or items supplied, or refund the relevant price, if, despite proper and diligent use by the customer, defects are found, which must be claimed against Vesta within and no later than 12 (twelve) months from the date of delivery and, for replaced products or components, from the day of their replacement.
Within this period, Vesta Automation Srl, to which the Customer, no later than eight days from the delivery for obvious defects and eight days from the discovery for hidden ones, has reported in writing the existence of defects, commits itself – within a reasonable period of time considering the entity of the complaint – to repair or replace free of charge the products or parts of them that are defective. The return of non-conforming goods must always be authorized by Vesta Automation Srl in writing and must respect the original packaging.
Replacements or repairs are usually carried out Ex Works: expenses and risks for the transport of defective products are at Customer’s charge. However, should Vesta Automation Srl, in agreement with the Customer, deem it more appropriate to carry out the work necessary for the replacement and repair at the Customer’s place, the latter will bear the travel and accommodation expenses of the technical staff provided by Vesta Automation Srl and will provide all the means and auxiliary staff required to carry out the intervention in the quickest and safest way.
The warranty is void whenever the products have been incorrectly assembled or used, or have received insufficient maintenance or have been modified or repaired without Vesta’s authorization. Furthermore, Vesta shall not be liable for defects of conformity of the products due to normal wear of those parts which, by their nature, are subject to rapid and continuous wear.
8. PRODUCT INFORMATION AND AVAILABILITY
Unless otherwise specified, the methods of use of the article or product purchased, with particular reference to the safety of the same, are indicated in the “data sheets”. Dimensions and other physical characteristics are subject to normal commercial tolerances. It will be the customer’s responsibility to verify, in advance, the suitability of the product or article for the use he wants to make of it. In any event, Vesta reserves the right to discontinue offering any product, or to make changes in product or item specifications, at any time, even without notice and without having to give reasons for such decision. Vesta recommends customers to check the dimensions and other data relating to the products published in the “Products” or in the virtual showcase of the website www.vesta.itas well as the future availability of the same, before using them for particularly important purposes.
The information contained in the “Products” are, to the best of Vesta’s knowledge, correct at the time of printing. If the customer intends to sell the purchased products to third parties, it will be his/her responsibility to ensure that such items are complete with all accessory elements such as warnings, labels, instructions, manuals and other useful information, provided with the items themselves.
9. LIMIT OF LIABILITY
These general terms and conditions outline the entire scope of Vesta’s liability with respect to the items, excluding any other warranty, condition and term, expressed or implied, established by law, also with reference to the quality or suitability of the items for specific uses, except in any case those warranties that, by law, cannot be waived, with particular reference to the provisions of article 1229 of the Italian Civil Code and on the subject of liability for damage caused by defective products and consumer protection. It is however understood that under no circumstances shall Vesta be liable for loss of profit or for any indirect damage suffered by the customer due to a fact, act or omission attributable to Vesta pursuant to these general conditions or in any case in relation to the sale subject to these general conditions. The applications described in the cards in the Catalogue and the combination of components for their realization, do not represent the only possible technical solution. Vesta assumes no responsibility for the correct functioning of such applications, nor for their compliance with the specific purposes for which they may be intended.
10. LIMITATIONS OF USE
The products and items sold by Vesta have not been tested for medical applications or for use in conjunction with medical or surgical devices of any kind or nature. Likewise, Vesta’s products have not been tested for application in the context of nuclear or aviation activities. Therefore, Vesta’s products should not be used in such contexts, in respect of which Vesta assumes no liability for malfunctions and/or damage to property or persons.
11. PAYMENTS AND EXPRESS TERMINATION CLAUSE
Payments can be made in the following ways
- With PayPal and PayPal-enabled cards
Click here to know more.
For any further information or clarification, please contact our office at +39 0425 474838.
Any terms of payment other than those set forth above must be agreed upon in writing with Vesta before the order is placed. All payments shall be made in favour of Vesta without the customer being entitled to make any compensation, deduction or counterclaim. In case of non-payment of the price due by the customer, the sales contract shall be considered as rescinded pursuant to article 1456 of the Italian Civil Code. In the event that payments are not made on time, from the day following the expiry of the deadline for payment, on the amount due will begin, without the need for formal notice, the default interest provided by D. Decree 231 of 9 October 2002, as amended by D. Decree 192/2012. In this regard, unless otherwise expressly agreed with Vesta, the payment terms of the fees due by the customer are those provided for in Article 4 paragraph 2 of Legislative Decree 231 of 9 October 2002 on the commencement of default interest. Vesta, to the extent permitted by law, reserves the right to claim compensation for any further damage, as well as the reimbursement of any cost or expense incurred for the recovery of its credit, including legal fees. In the event of any delay in the payment of the amount due, all sums owed by the client to Vesta at that time, even in relation to other supplies, shall immediately become due for payment in full, and for this purpose any payment extension granted by Vesta shall be considered revoked.
Payments shall be made in Euros; other currencies may be agreed upon in writing between the parties, to the extent permitted by law.
13. COUNTRY OF ORIGIN
Unless otherwise disclosed to Customer in writing, the information contained in the Catalog does not constitute, nor should it be construed as, a statement of the country of origin, preferential origin, manufacture, production or assembly of the products or any part thereof.
14. RETURN OF VESTA PRODUCTS
No return of items will be allowed without Vesta’s prior written consent, without prejudice to the provisions of the previous paragraph “Warranty”. After obtaining Vesta’s consent, in order to be entitled to a refund, the customer must return the items, according to the following conditions:
- The items must not have been used and must be returned in the same condition in which the customer received them.
- the redelivery must take place within 15 (fifteen) days from the date of the purchase invoice
- if the terms and conditions of sale do not contain specific instructions (and these have not been subsequently indicated by Vesta), all parts or components that may have been added to the product or item by the customer must be removed prior to its return to Vesta; otherwise, Vesta shall be entitled to remove and/or discard all additional parts
- the return is not allowed for software, calibration services, for products marked with the symbol “P” (item code with suffix P) or for other items that, although supplied by Vesta, were not available on the Products and, therefore, were specifically ordered at the request of the customer
- the items are returned to Vesta at customer’s care, expense and risk. Products to be returned to Vesta must be properly packed and shipped to Vesta Automation Srl Headquarters – Via Martiri di Belfiore 69/A 45100 Rovigo – Italy.
15. CANCELLATION OF ORDERS
Orders placed that cannot be fully processed on the basis of stock, will be partially canceled and the relevant amounts refunded. Vesta reserves the right not to have business relations with certain subjects. In addition, Vesta reserves the right not to accept or cancel any orders, regardless of whether or not payment has been received, notifying the customer by fax, telephone or e-mail within 48 (forty-eight) hours (excluding Saturdays and holidays) of receipt of the order. In the event that Vesta does not accept or cancels an order for which payment has already been made, Vesta will promptly refund the full amount received, according to the procedures that will be indicated to Vesta by the customer. It is, however, understood that the refund of the price represents the only burden on Vesta for the non-acceptance or cancellation of the order, being in this regard excluded any form of liability on the part of Vesta.
The customer may cancel or revoke purchase orders only to the extent permitted by law, it being understood, in any case, that, except for mandatory provisions of law, orders relating to the purchase of items that, although provided by Vesta, were not available in the offer, cannot be revoked/cancelled or cancelled.
16. MAJOR FORCE
In the event that the execution of orders by Vesta is hindered or prevented by force majeure or fortuitous events, or by the impossibility of procuring the services, materials or articles necessary for the fulfillment of the order, except at increased prices, Vesta may delay the fulfillment of the order and, in such case, notify the customer of the delay; the latter, within 3 (three) days from receipt of the notice by Vesta, shall be entitled to cancel the order in whole or in part. In none of the aforementioned cases, Vesta will be held responsible for the delay, cancellation or impossibility of making the delivery.
17. COPYRIGHTS AND PATENTS
Vesta warns the customer that the items presented on the website (www.vesta.it) may be subject to patent, trademark, copyright or other industrial or intellectual property rights owned by Vesta or third parties.
18. CONTRACTS CONCLUDED WITH CONSUMERS
If the customer qualifies as a consumer, the provisions on consumer protection will apply, including those in the Consumer Code (D. Lgs. 6 September 2005, n. 206 and subsequent amendments), which are not intended to be derogated from these general conditions. In particular, in the event that the consumer customer has concluded the contract off-premises or through distance contracting, he will have the right to withdraw from the contract without any penalty, by sending, within 14 (fourteen) working days from the date of receipt of the purchased items, notice by letter sent by mail to Vesta Automation Srl, Via Martiri di Belfiore 69/A 45100 Rovigo – Italy or by e-mail at firstname.lastname@example.org. The withdrawal letter, with the indication “I hereby notify the withdrawal from the contract of sale of the following goods…”, shall also contain the following information: Vesta’s order confirmation number, customer’s personal data (including tax code), customer’s telephone number and/or e-mail address.
In case of exercising the right of withdrawal, the purchased products shall be returned to Vesta, undamaged and adequately packaged, within 14 (fourteen) working days from the sending of the above-mentioned communication, at the customer’s expense, to the following address: Via Martiri di Belfiore 69/A 45100 Rovigo – Italy. Upon exercise of the right of withdrawal, Vesta will promptly return to the customer the amount eventually received.
19. LEGAL WARRANTY OF CONFORMITY
The Legal Guarantee of Conformity (or Legal Warranty) is provided for by the Consumer Code at Articles 128-135 and establishes the responsibility of the seller for lack of conformity of goods sold through its sales channels. The Legal Warranty referred to in the Consumer Code is reserved for consumer customers. Are covered by the Legal Warranty all products that present a lack of conformity existing at the time of delivery and that manifests itself within 24 months from the date of purchase. The lack of conformity must be reported to the seller within 2 months from the date of discovery of the defect.
20. ORGANIZATIONAL MODEL PURSUANT TO D. LGS. n. 231/2001.
The customer declares to be aware of the regulations in force regarding the administrative responsibility of legal persons and, in particular, the provisions of Legislative Decree no. 231 of 8 June 2001. In this regard, the customer declares to base its behavior on the principles of transparency and fairness, in strict compliance with the provisions of the law, to be aware of the documents relating to the Code of Conduct, as well as the other policies adopted by Vesta Anti-bribery, Competition Law Compliance Policy, Gifts and Hospitality and Fraud Risk. For any further information on this matter, please contact our mailbox email@example.com.
21. PROCESSING OF PERSONAL DATA
For any further information on the matter, please contact our mailbox firstname.lastname@example.org.
For any controversy related to the execution, interpretation, validity, termination, cessation of supply contracts between the parties, if the action is promoted by the Customer, the Court of Padua is exclusively competent, if the action is promoted by Vesta Automation Srl, any other Court established by law is competent in addition to the Court of Padua.
These general conditions of sale are governed by Italian law.
For information on these general conditions of sale, please contact Vesta Automation Srl – Via Martiri di Belfiore 69/A 45100 Rovigo – Italy, fax +39 0425 474670, e-mail: email@example.com.