General Conditions Of Sale Lotus Cookers

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BUSINESS TO BUSINESS (B2B) GENERAL TERMS AND CONDITIONS OF SALE

 

  1. These General Terms and Conditions of Sale (GTCS) are applicable to any order placed with LOTUS S.p.A. and to any B2B (Business to Business) supply/sales contract stipulated between LOTUS S.p.A. and the Customer, meaning any natural or legal person who purchases products for purposes that fall within the framework of their (including future) commercial, industrial, artisanal or professional activity, therefore not qualifying as a “consumer” according to the definition set out in art. 3, paragraph 1, letter a) of Legislative Decree no. 206/2005 and subsequent amendments and additions (the “Consumer Code”).
  2. The transmission of an order implies the acknowledgement and acceptance of these GTCS, which are also published on the website www.lotuscookers.it under the heading “General Terms and Conditions of Sale”.
  3. These terms and conditions apply to the exclusion of any other clause or condition, except for any special clauses previously agreed upon in writing and signed for acceptance by the Parties. Orders placed by e-mail, telephone, fax or post will entail acceptance of the GTCS.
  4. LOTUS S.p.a. reserves the unquestionable right to modify these General Terms and Conditions of Sale at any time. Any additional clauses or special conditions of purchase that are incompatible with these General Terms and Conditions, even if they appear on the customer’s order, will be considered as not applied.
  5. Orders, in any form forwarded by the Customer, will not be binding in any way for LOTUS S.p.A., which may therefore not accept them or partially accept them at its sole discretion. All agreements established between our sellers/agents on the one hand and the Customer on the other, become final when they are made the subject of a written order confirmation by the Seller, countersigned for acceptance by the Customer. Acceptance includes these General Terms and Conditions of Sale.
  6. In the event that the Parties, after the order confirmation, agree to make changes to the Products to be delivered, LOTUS S.p.A. reserves the right to unilaterally modify the price at any time and in any part, even without prior notice.
  7. LOTUS S.p.A. reserves the right to accept purchase orders for special and/or custom-modified Products at the Customer’s request. If accepted and stipulated, under no circumstances may the Customer, who ordered the special and/or modified Product, revoke or cancel the order, for whatever reason, and may not, for any reason, refuse the delivery or collection of the special and/or modified products ordered. In any case, the actual execution of the Order is subject to the payment by the Customer of an advance sum to the order, equal to at least 30% of the net value of the special/modified product.
  8. The prices of the Products are those shown in the Purchase Order, in the Order Confirmation or in the Invoice from LOTUS S.p.A. and, unless otherwise agreed in writing, do not include taxes, duties and/or fees of any kind. The prices applied are ex-warehouse LOTUS S.p.A., including packaging, unless otherwise agreed. Any charges, expenses or additional costs incurred by LOTUS S.p.A. in relation to the delivery of the Products, which are not governed by the delivery term agreed by the Parties, shall be borne by the Customer.
  9. Payments must be made in accordance with the conditions set out in the order confirmation and/or invoice and the terms established therein are always essential and mandatory and must be strictly respected by the Customer, even in the event of any disputes or complaints of defects or imperfections.
  10. Payments will be considered correctly made only when LOTUS S.p.A. can freely dispose of the relevant amounts. If the Customer does not correctly make the payments within the agreed terms and in any case of default by the Customer, except for greater damages, default interest will automatically start in favour of LOTUS S.p.A. at the rate of law pursuant to Legislative Decree no. 231/2002 and subsequent amendments and additions.
  11. The delivery times are all indicative and not essential. The delivery of the contracted products must be considered agreed and carried out at the Customer’s domicile or place of delivery indicated by the Customer in Italy.
  12. In any case, LOTUS S.p.A. is not responsible for non-delivery or delay due to force majeure such as, but not limited to: strikes, measures taken by the Public Authority, rationing or shortage of energy or raw materials, transport difficulties, fires, floods, earthquakes, floods, wars, insurrections, and is not required to pay any compensation for direct or indirect damages.
  13. Products are deemed to have been delivered to the Customer when they are delivered to the carrier, freight forwarder or whoever is responsible for taking possession of them. in any case, the products travel at the Customer’s risk, even if transported by LOTUS S.p.A. or shipped carriage paid.
  14. The Products are packaged in standard, intact packaging, suitable for loading on means of transport and unloading on the ground with suitable and approved tools; LOTUS S.p.A. declines all responsibility for any damage to the goods caused as a result of the movement and lifting of the goods carried out with incorrect manoeuvres or with inadequate means.
  15. Return goods will not be accepted without the express consent of LOTUS S.p.A. and all shipping costs will be borne by the Customer. Goods without original packaging will not be accepted and a deduction of 20% on the value of the goods will also be applied (with a minimum of Euro 150.00) to cover further expenses related to the return of the goods. Any credit notes will be deducted from the next invoice.
  16. The delivery of the products to the Customer will take place according to the methods and timing indicated in the offer or in the Order Confirmation or in the proforma Invoice of LOTUS S.p.A. The terms for the delivery of the product are all indicative and not essential. Under no circumstances will the Customer be entitled to cancellation of the order or compensation for damages for the delay. The terms are automatically extended and/or suspended in the event of late payment by the Buyer of a single invoice and/or instalment, or changes to the supply requested by the Customer after the stipulation of the contract.
  17. In the execution of orders, the maximum compliance with the specific requirements in the Seller’s catalogue(s) will be observed. LOTUS S.p.A., as part of its production and commercial choices, or in compliance with new regulatory provisions, may however make partial adaptations or modifications to the product that concern the aesthetic, constructive and functional characteristics. Such changes do not require prior notice to the Customer.
  18. LOTUS S.p.A. will make deliveries compatibly with its production, procurement and shipping needs and will be able to divide the products of a single order into several deliveries or merge products indicated in different orders into a single delivery.
  19. LOTUS S.p.A. may suspend the delivery of the products sold in the event of non-payment or non-regular payment of the price by the Buyer, pursuant to point 9 above.
  20. The delivery of the contracted goods must be understood as agreed and carried out at the Customer’s domicile or place of delivery indicated by the customer on the Italian territory, with means indicated by LOTUS S.p.A.
  21. The Products are packaged in standard, intact packaging, suitable for loading on means of transport and unloading on the ground with suitable and approved tools; LOTUS S.p.A. declines all responsibility for any damage to the goods caused as a result of the movement and lifting of the goods carried out with incorrect manoeuvres or with inadequate means.
  22. In any case, the Seller is not responsible for non-delivery or delay due to force majeure such as, but not limited to: strikes, measures taken by the Public Authority, rationing or shortage of energy or raw materials, transport difficulties, fires, floods, earthquakes, wars, insurrections. LOTUS S.p.A. will promptly notify the Customer of the occurrence and disappearance of a force majeure event.
  23. In the event that LOTUS S.p.A., at the request of the Customer or for reasons even indirectly attributable to him, has to postpone the delivery of the products by more than 15 (fifteen) days with respect to the deadline, LOTUS S.p.A. has the right to charge the Customer, as reimbursement of handling and storage expenses, the sum of €50.00 (fifty euro) per day.
  24. LOTUS S.p.A. also reserves the right to withdraw from the contract if the delivery of the ordered goods is made impossible or is in any case more expensive for reasons beyond its control.
  25. The products remain the full property of LOTUS S.p.A. until full payment of the agreed price.
  26. The Purchaser, in compliance with the right of ownership reservation as provided for above in favour of LOTUS S.p.A., is the custodian of the Products and is liable for any damage, loss or breakdown that the same could be subject to.
  27. Any enforcement proceedings initiated by third parties involving Products subject to ownership reservation must be immediately brought to the attention of LOTUS S.p.A. In the event of a breach of this obligation, the Customer shall be liable for all damages undergone by LOTUS S.p.A. and shall indemnify it from any claim by third parties.
  28. The Purchaser is obliged: a) to notify LOTUS S.p.A., by registered letter with acknowledgement of receipt or certified e-mail, of the name of the third party to whom the product is transferred, subject to the ownership reservation; b) to notify LOTUS SPA by registered letter with acknowledgement of receipt or certified e-mail, of the execution of confiscation and seizures on the assets subject to the ownership reservation; c) to notify LOTUS SPA, by registered letter with acknowledgement of receipt or certified e-mail, of the request and the opening of insolvency proceedings against the Customer and to allow LOTUS S.p.A. to regain possession of the products subject to the ownership reservation, without prior notice and formalities of any kind; d) to collaborate with LOTUS S.p.A. and to give it the consent and the necessary activities, in order to formalise the ownership reservation in each location.
  29. Failure to pay the consideration on the agreed deadlines, in full or for one or more instalments exceeding the eighth part of the price, will result in the termination of the contract, at the request of LOTUS S.p.A., with the right of the same to retain the consideration collected, except for greater damage and with the obligation of the Buyer to allow LOTUS S.p.A. to regain possession of the goods, without delay and with waiver of any and all exceptions.
  30. LOTUS S.p.A. grants the Customer a 12-month warranty for the lack of conformity of the products under its own brands, which starts from the date of delivery of the products and its operation is subject to the report, within 8 (eight) days of the same, of the discrepancies immediately found upon delivery, and to the report within 2 (two) months of delivery, for hidden defects that are not immediately noticeable upon delivery. The Customer is obliged to check the goods received with all possible diligence.
  31. Any complaint of faults and defects or lack of conformity made by the end user or by the Customer for recourse to the requests coming from its successor in title, forwarded after the aforementioned warranty period, will be at the Customer’s expense, with the exclusion of any right of recourse.
  32. In the event of justifiably and timely complaints, accompanied by the requested information, LOTUS S.p.A. will carry out warranty work within a reasonable period at its headquarters or, at its sole discretion, at a service centre of its choice. To this end, the product must be delivered by the Customer to the headquarters of LOTUS S.p.A. or to the service centre indicated by the same.
  33. LOTUS S.p.A. reserves the right to choose, at its sole discretion and alternatively, between the replacement or repair of products that LOTUS S.p.A. recognises as defective, provided that the defects are not attributable to transport, misuse and/or storage, incorrect assembly or non-rational or inappropriate use of the same and in any case to the responsibility of the Customer in general, of its successors in ownership or third parties.
  34. Repairs carried out under warranty do not entail any extension of the duration or renewal of the warranty itself.
  35. The warranty does not apply to electrical parts, accessories and any other removable object and if the product is combined with components not marketed by LOTUS S.p.A. or if the warnings and prescriptions provided or expected according to a normal criterion of diligence have not been observed.
  36. The warranty does not cover parts subject to normal wear and tear, defects or malfunctions and damage caused by improper use or incorrect maintenance of the products in accordance with the instructions in the use and maintenance manual or any other warning, instruction or prescription by LOTUS S.p.A. Nor is it subject to warranty if it originates from tampering with the products and from any fact, conduct or omission attributable exclusively to the Customer or its assignees.
  37. Any other right or remedy provided for by law, in particular, but not limited to, articles 1490, 1497, 1512 of the Italian Civil Code, is excluded; in any case, compensation for damages is excluded, except in the case of wilful misconduct or gross negligence on the part of LOTUS S.p.A.
  38. The above warranty supersedes and excludes any other form of guarantee, liability, remedy, action, condition, term, commitment or obligation provided for by derogable provisions of law, customs, commercial and contractual usage. It is therefore understood that the warranty and liability of LOTUS S.p.A. towards the Customer or third parties are strictly limited to the above, to the exclusion of any other right, reason, action or exception that are not aimed at the repair or replacement of the product, in the cases, under the conditions and in compliance with the forms provided for by the GTCS.
  39. Any dispute, even of a non-contractual nature or for reasons of connection, arising between the Customer and LOTUS S.p.A. relating to the validity, execution, interpretation and termination of the sales contract entered into pursuant to these general conditions, shall be referred to the exclusive jurisdiction of the Court of Treviso, without prejudice to the right of LOTUS S.p.A.  to bring proceedings before the Court of the Customer’s place of residence; all without prejudice to the cases of mandatory jurisdiction provided for by the laws applicable from time to time.
  40. The Customer declares to have read the information pursuant to art. 13 and 14 of Regulation (EU) 2016/679 (GDPR) available on the LOTUS S.p.A. website and by accepting these GTCS you consent to the processing of your personal information for the purposes and in the manner indicated in the aforementioned information. The Customer’s personal, corporate and tax information, acquired directly or indirectly by LOTUS S.p.A., will be collected and processed in paper, computer or telematic form, exclusively for the purpose of allowing the execution of purchase orders. The data acquired by LOTUS S.p.A. will be kept for a period of time not exceeding that necessary for the purposes for which they were collected and subsequently processed. Their removal will however be done in a secure way. For anything not expressly provided for herein, reference is made to the aforementioned information that the Customer declares to have received, viewed and understood.