GENERAL TERMS AND CONDITIONS OF CONTRACT AND BUSINESS TO BUSINESS (B2B) SALES
Version V.2026-04 — Date: 1 April 2026 — published on www.lotuscookers.it
APPLICABILITY
These General Terms and Conditions of Contract (hereinafter, also “GTC”) govern any offer, sale and supply of products by LOTUS S.p.A. (hereinafter, the “Seller”) to customers who purchase as part of their business, commercial, craft or professional activity (hereinafter, the “Customer”), unless otherwise agreed in writing between the Parties.
The GTC are made available to the Customer before the conclusion of the contract by delivery, electronic mailing or publication on the site indicated in Article 16, so as to allow them to be saved and then consulted. If this is not possible for operational reasons, the Seller will inform the Customer about the possibility of consulting the GTC at the Seller’s headquarters and/or to request that they be sent.
The Seller reserves the right to make changes to the GTC. The changes apply exclusively to contracts concluded after the date of entry into force of the new version, with the contracts already concluded remaining unchanged.
DEFINITIONS
For the purposes of these GTC:
Seller: LOTUS S.p.A., with registered office in San Vendemiano (TV), Via Calmaor 46, Tax Code/VAT No. 03969040264, REA TVâ312387, Certified fax/PEC: lotuspec @legalmail. it.
Customer: the person (natural or legal person) who purchases Products as part of their business, commercial, craft or professional activity. The Customer declares and guarantees not to act as a consumer pursuant to Article 3, paragraph 1, letter a), of Legislative Decree 206/2005.
Product: any goods manufactured and/or marketed by the Seller subject to sale.
Contract (in a broad sense): these GTC and the contractual documents exchanged between the Parties (Offer, Order, Order Confirmation, Proforma Invoice, Sales Invoice, Bill of Sale, Transport Document, etc.).
Contract (in the strict sense): the individual sale concluded between Seller and Customer.
Order: the purchase proposal sent by the Customer to the Seller concerning one or more Products.
ARTICLE 1 – CONCLUSION OF THE CONTRACT
1.1. General principles
The Contract is concluded when the Customer is aware of the Seller's acceptance, according to Articles 1326 and 1335 of the Italian Civil Code. Communications are considered to be known when they reach the recipient's address, unless proven otherwise.
1.2. Customer Request and Seller’s Offer
If the procedure begins with a request from the Customer, the Seller is free to follow up on it or not. If it intends to proceed, the Seller will send the Customer a written offer (“Offer”) containing, where applicable: Product description, prices, payment terms, methods and terms of delivery (possible Incoterms), times, packaging, validity, method of acceptance and any other information considered useful. The Offer constitutes the Seller’s proposal. The Customer, if they aim to accept, will send the Seller an Order within the deadline indicated in the Offer (failing that, within 5 working days). The Order in accordance with the Offer constitutes acceptance by the Customer.
1.3. Customer Order
If the process begins with a Customer Order, this Order constitutes a purchase proposal.
1.4. Acceptance of the Order and finalisation
The Order (whether issued in acceptance of the Offer or issued independently) is considered accepted by the Seller only through:
(i) sending a written Order Confirmation, or
(ii) in the absence of Order Confirmation, fulfilment of the Order by shipping/delivery of the Products.
The Contract is concluded, respectively, when the Order Confirmation reaches the Customer’s address or, in case of evasion without confirmation, at the time of the start of the execution by shipping/delivery.
1.5. Recall GTC in order documents
The Order Confirmation and/or the Proforma Invoice issued by the Seller always expressly recall the version and date of these GTC applicable to the individual order. In case of discrepancies between versions, the version indicated in the order confirmation or, failing that, on the pro forma invoice applies.
1.6. Exclusion of Customer conditions (“battle of forms”)
The execution of the Order and/or the sending of the Order Confirmation does not imply acceptance of the Customer’s general conditions, which remain ineffective unless expressly accepted in writing by the Seller.
1.7. Prevalence of special agreements
In the case of a special contract signed between the Parties for the same Products, this contract prevails over the GTC in case of conflict or interpretative doubt.
1.8. Entire agreement and form of changes
Accepted order and GTC constitute the entire agreement between the Parties and replace any previous understanding on the same subject. Any derogation or modification must result from a written act.
1.9. Language
The available languages are Italian, English, German, French and Spanish. In the event of a discrepancy in interpretation, the Italian version prevails, unless otherwise agreed in writing.
ARTICLE 2 – PRODUCTS
2.1. The Products being sold are those indicated in the catalogues in force on the date of the Order or those specifically described in Offer/Order Confirmation/Proforma Invoice.
2.2. Catalogues and price lists do not constitute an offer to the public; the Seller may change them at any time. Technical data and characteristics contained in catalogues or illustrative material are binding only if referred to in the Order Confirmation or Proforma Invoice.
2.3. The Seller may make changes to the Products necessary for technical, productive or regulatory reasons, as long as they do not alter the essential characteristics and the declared intended use; if the change affects requirements requested by the Customer and formalised in the Order Confirmation, the Seller will notify them.
2.4. Special/tailor-made products
The Seller may accept Orders for special or modified Products at the Customer’s request. For these Products, the Order, once accepted, cannot be cancelled by the Customer, unless agreed in writing by the Seller. The evasion is subject to the payment of an advance amount equal to at least 30% of the net value, qualified as a confirmatory deposit. The Customer may not refuse delivery or collection of accepted special Products.
ARTICLE 3 – PRICES
3.1. The Customer purchases the Products at the price indicated in the Order Confirmation or in the Seller's pro forma Invoice (hereinafter, the “Price”).
3.2. Additional charges and costs not included in the agreed delivery (or not governed by the delivery terms) remain the responsibility of the Customer.
3.3. If, after accepting the Order, the Customer requests and the Seller accepts any changes to the Products, the Seller may adjust the Price by communicating it in writing; the adjustment is considered accepted by the Customer if not contested in writing within 5 working days from the communication, it being understood that the production/shipment may be suspended until accepted.
3.4. In the event of an increase in production costs (raw materials, energy, subâsupplies) due to circumstances not attributable to the Seller that may have occurred between acceptance and execution, the Seller has the right to adjust the Price in proportion, subject to written notice. The Customer may withdraw from the Contract within 5 working days from the communication; in the case of special Products or production already started, the Parties will agree on the costs already accrued in good faith.
3.5. The prices are, unless otherwise agreed in writing, “delivered duty paid” on Italian territory, with possible charge of transport costs in case of failure to reach the minimum order. VAT, taxes and duties remain the responsibility of the Customer.
ARTICLE 4 – PAYMENTS
4.1. Payment is made according to the methods and terms indicated in the Order Confirmation, Proforma Invoice or Sales Invoice. Any conflicting agreements must be backed by a written agreement.
4.2. The payment is valid only if made directly to the Seller in the agreed manner. Different payments do not release the Customer, unless confirmed in writing by the Seller.
4.3. Payment will be made by bank transfer to the account indicated in the Seller’s documents.
4.4. Payment terms are essential. The Customer cannot suspend or delay payments, even in the presence of disputes, without prejudice to mandatory legal rights.
4.5. Any offsetting between the Price and the Customer’s claims is excluded. The Customer waives compensation, unless otherwise agreed in writing.
4.6. In case of non-payment, whether total or partial, the Seller may suspend deliveries and/or execution of orders.
4.7. The ownership of the Products remains with the Seller until full payment of the Price (retention of title).
4.8. Payments are considered made when the Seller can freely dispose of the sums.
4.9. In the event of a delay, default interest accrues automatically pursuant to Legislative Decree 231/2002, unless there are greater damages.
4.10. The Seller may offset its claims to the Customer with any debts to the same, including related to different supplies.
4.11. Failure to pay constitutes a serious default and entitles the Seller, at its own choice, to terminate the contract, withdraw for the unexecuted part, suspend other contracts, revoke favourable conditions and declare the forfeiture of the benefit of the term pursuant to Article 1186 of the Italian Civil Code by written communication (certified fax/PEC or registered letter with return receipt), without the need for formal notice.
ARTICLE 5 – DELIVERY
5.1. Delivery methods and times are indicated in Offer/Order Confirmation/Proforma Invoice. Any references to Incoterms apply only if they are expressly mentioned in the contractual document relating to the individual Order.
5.2. The delivery terms are indicative and not essential, unless otherwise expressly agreed in writing. The delay does not entitle you to cancel the Order or to any compensation, except in the case of wilful misconduct or gross negligence and without prejudice to mandatory legal rights.
5.3. The deadlines are extended by right in the event of: late payment, requests for variants, failure to transmit necessary data/approvals, delays in the procurement of materials from the Customer.
5.4. The Seller can make partial deliveries or combine deliveries, compatible with production and logistics needs.
5.5. The risk of loss or damage to the Products passes to the Customer upon delivery to the agreed place.
5.6. Delivery is understood to be made at the address or place indicated by the Customer on Italian territory, by means identified by the Seller, unless agreed otherwise.
5.7. Standard packaging suitable for transport and unloading to the ground by appropriate means. The Seller is not responsible for damages caused by incorrect manoeuvres or inadequate means used by the Customer or by third parties appointed by the Customer during unloading and handling.
5.8. The Seller provides, where applicable, the insurance of the Products during transport; the complaint and claims management procedures indicated by the carrier/insurer remain unaffected.
5.9. Verification and complaints
Upon receipt, the Customer must verify the integrity and apparent conformity of the Products and the correspondence with the Order. Any reservations must be indicated on the transport documents where possible and communicated to the Seller in accordance with Articles 5.10 and 7.
5.10. Discrepancies and dysfunctions found with ordinary diligence must be contested in writing within 8 days of receipt, attaching the Transport Document and invoice; after this deadline, the Products are considered accepted, except for hidden defects in the terms of the law and Article 7.
5.11. Returns: allowed only with the written consent of the Seller and prior authorisation to return; Products intact, complete and in their original packaging. Shipping costs charged to the Customer unless otherwise agreed.
5.12. Force majeure and supply difficulties
The Seller may extend the terms without compensation in the event of force majeure or non-attributable impediments, including difficulties in finding raw materials or measures by the Public Authority.
5.13. If delivery is delayed due to a request or cause attributable to the Customer, the additional costs (warehousing, handling, transport) are borne by the Customer.
5.14. The Seller may withdraw from the Contract if delivery becomes impossible for reasons beyond their control; if it becomes excessively onerous, the Seller may request an adjustment of the conditions, without prejudice to the right of termination by law in the absence of an agreement.
ARTICLE 6 – RETENTION OF TITLE
6.1. The Products remain the property of the Seller until the full payment of the Price.
6.2. The Customer is the guardian of the Products and is responsible for loss, damage or breakage. It must also keep the goods separate subject to retention of title.
6.3. The Seller has the right to access, upon notice, the Customer’s rooms/warehouses to verify the existence and condition of the Products subject to retention, in compliance with the Customer's reasonable organisational and security needs.
6.4. Third-party enforcement procedures on Products subject to retention must be immediately communicated to the Seller; failing that, the Customer is liable for damages and will hold the Seller harmless.
6.5. The Customer undertakes to communicate to the Seller: (a) transfers to third parties in reserve; (b) seizure or foreclosure; (c) requests or openings of insolvency proceedings, and to collaborate to formalise the retention of title.
6.6. Failure to pay by the agreed deadlines, in full or in instalments exceeding one eighth of the price, shall entitle the Seller to request termination and to regain possession of the Products, withholding what was collected as compensation, except for greater damage, in compliance with applicable regulations.
ARTICLE 7 – WARRANTY
7.1. The Seller guarantees that the Products comply with the technical characteristics stated in the Offer/Order Confirmation/Proforma Invoice and that, at the time of placing on the market, they comply with the applicable security standards.
7.2. The Customer must check the Products upon arrival. In the absence of a dispute in the terms, the Products are considered accepted, except for hidden defects.
7.3. Conventional warranty: 12 months from delivery due to lack of conformity of the Seller's branded Products, subject to a written complaint within 8 days of discovery or when the defect was known with ordinary diligence.
7.4. Apparent defects/discrepancies (qualitative, quantitative or visible aesthetic) must be contested in writing within 8 days of delivery.
7.5. Damage or shortages from transport and discrepancies from transport documents must be reported within 24 hours of receipt, with description and documentation.
7.6. The dispute must contain, under penalty of inadmissibility: defect/non-compliance description, invoice number, serial number (if any), customer data.
7.7. Complaints late or made by the end user beyond the warranty terms remain the responsibility of the Customer, with the exclusion of recourse/return to the Seller, unless mandatory regulations apply.
7.8. In the event of a well-founded and timely complaint, the Seller will carry out, at its choice, repair or replacement, at its headquarters or indicated service centre; the Customer will deliver the Product at his own expense.
7.9. The warranty does not apply to defects due to transport (if attributable to the Customer/third parties), misuse, incorrect storage, incorrect assembly, inappropriate use, tampering, lack of maintenance or normal wear, nor for removable components/accessories or components not supplied by the Seller.
7.10. Warranty repairs do not extend or renew the warranty period.
7.11. To the extent permitted, the warranty referred to in this article constitutes an exclusive remedy; compensation for damage is excluded, except for intent or gross negligence on the part of the Seller and without prejudice to mandatory legal rights.
ARTICLE 8 – LIABILITY
8.1. To the extent permitted by applicable regulations, the Seller's liability to the Customer or third parties is limited to repair or replacement obligations in the cases and under the conditions of Article 7.
8.2. Within the limits of the law, any liability of the Seller for losses, lost profits, indirect and consequential damages suffered by the Customer or third parties is excluded. The application of mandatory legal provisions, including mandatory provisions on liability, remains unaffected.
ARTICLE 9 – FORCE MAJEURE
9.1. No Party is responsible for the default if it proves that it is due to an unpredictable impediment beyond its control (strikes, fires, floods, earthquakes, wars, authority measures, epidemics/pandemics, energy interruptions, embargoes, transport difficulties, scarcity of raw materials).
9.2. The Party invoking force majeure must notify the other, without delay, of the event and its effects; similar communication must be made upon termination.
9.3. As long as force majeure persists, unenforceable obligations are suspended and delivery terms extended. Interest on overdue amounts remains due.
9.4. If the impediment persists for a period not negligible in relation to the nature of the business, each Party may terminate the Agreement by written notice.
ARTICLE 10 – EXPRESS TERMINATION CLAUSE
10.1. The Seller may terminate the Contract pursuant to Article 1456 of the Italian Civil Code with written communication (certified fax/PEC or registered letter with return receipt) if any of the following essential breaches/events occur:
(i) any non-payment, whether total or partial, at the due date;
(ii) violation of retention of title obligations (Article 6) or prohibitions referred to in Article 15;
(iii) subjecting the Customer to insolvency proceedings or a state of insolvency/significant financial difficulty;
(iv) change in corporate structure that affects the Customer's control or reliability, unless approved in writing by the Seller;
(v) force majeure that prevents the Customer from fulfilling it for more than 30 days.
10.2. The resolution does not affect the rights accrued up to that moment. In the event of termination, the sums already paid remain acquired as a down payment/compensation within the permitted limits, except for greater damage, and the Products must be returned to the Seller at the indicated place.
10.3. The Seller is not responsible for the damages suffered by the Customer as a result of the termination, except for wilful misconduct or gross negligence and without prejudice to mandatory rights.
ARTICLE 11 – PROHIBITION OF TRANSFER
The Customer may not transfer the Contract to third parties without the Seller’s prior written consent.
ARTICLE 12 – JURISDICTION AND APPLICABLE LAW
12.1. Any dispute relating to the validity, interpretation, execution and termination of the Contract (even connected extra-contractual) is transferred to the exclusive jurisdiction of the Court of Treviso, without prejudice to cases of mandatory jurisdiction.
12.2. The Seller’s right to act before the Courts chosen by the Customer, where permitted by law, remains unaffected.
12.3. The Contract is governed by Italian law.
ARTICLE 13 – PERSONAL DATA
13.1. The Customer declares to have received and understood the privacy policy provided by the Seller pursuant to Articles 13 and 14 of the GDPR, available on the Seller's website.
13.2. Any personal data processed for order management purposes, contract execution, accounting and tax obligations and protection of the Seller's rights are processed according to the information; the processing takes place on legal bases provided for by the GDPR (execution of the contract, legal obligations, legitimate interest).
13.3. The data is kept for the time necessary for the purposes and legal obligations and then deleted or anonymised with appropriate measures.
ARTICLE 14 – NON-PREJUDICE CLAUSE AND “SOLVE ET REPETE” CLAUSE
14.1. The Seller's failure to exercise a right or right does not constitute a waiver or preclude subsequent exercise, even in the presence of different circumstances.
14.2. The payment regulations referred to in Article 4 remain unaffected: the Customer is required to fulfil payment obligations on time within the limits allowed by law.
ARTICLE 15 – INTELLECTUAL PROPERTY
15.1. All industrial and intellectual property rights relating to the Seller’s Products, trademarks, designs, software/firmware and know-how remain the exclusive property of the Seller or its licensors; the Customer does not purchase any rights beyond what is necessary to use the Products.
15.2. It is forbidden for the Customer to resell, transfer or guarantee Products that have not been fully paid for, subject to retention of title, unless authorised in writing by the Seller.
15.3. It is forbidden to use the Seller’s trademarks and distinctive signs even after termination of the Contract. Any legitimate violation requires cessation and compensation for damage.
15.4. The Customer must promptly notify the Seller of any violation or attempted violation of the Seller's rights of which he becomes aware and cooperate for judicial protection.
ARTICLE 16 – PUBLICATION AND EFFECTIVENESS
16.1. The GTC are published and can be consulted on the lotuscookers.com website and/or made available to the Customer, including electronic communication.
16.2. The GTC apply to every Contract concluded with the Seller, unless otherwise expressly agreed in writing.
SPECIFIC APPROVAL OF CLAUSES PURSUANT TO ARTICLES 1341 AND 1342 OF THE ITALIAN CIVIL CODE
The Customer declares to have carefully read, understood and accepted these General Terms of Contract (GTC) and, pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, also declares to specifically approve, after careful re-reading, the following clauses, as they contain agreements that determine, by way of example and not exhaustive, limitations of liability, limitations of exceptions, lapses, right of suspension/resolution, restrictions on contractual freedom and/or derogations from the jurisdiction of the Judicial Authority:
Article 1 – (in particular: methods of concluding the Contract; exclusion/ineffectiveness of the Customer’s conditions and the prevalence of the GTC; written form for derogations/changes; “entire agreement”; rules on language and prevalence of the Italian version);
Article 2 – (in particular: special/tailor-made products discipline; non-cancellability of the Order; confirmatory deposit; pick-up/delivery obligation);
Article 3 – (in particular: adjustments to the Price and their conditions/effects; consequent terms and powers);
Article 4 – (in particular: essential payment terms; prohibition of suspension/delay of payments in the presence of disputes within the permitted limits; exclusion/waiver of compensation; suspension of deliveries; default interest; right to terminate/withdrawal/suspension of other contracts/forfeiture from the deadline);
Article 5 – (in particular: indicative and non-essential delivery terms unless otherwise agreed; limitations/conditions of liability for delay; partial deliveries; transfer of risk; limitations of liability for exhausting/handling; forfeitures and deadlines for complaints; discipline of returns; extensions and powers of the Seller in the event of impediments);
Article 6 – (in particular: retention of title, obligations of the Customer as guardian; separation of goods; access/inspection; information obligations in the case of executions/insolvency; right to regain possession and consequences of non-payment);
Article 7 – (in particular: terms and methods of complaint/forfeiture; operating conditions of the warranty; exclusions/limitations; exclusive repair/replacement remedy; exclusion of compensation within the limits allowed and subject to mandatory rules);
Article 8 – (in particular: limitations of liability and exclusions of indirect/consequential damages to the extent permitted; salvation (mandatory rules);
Article 9 – (in particular: force majeure discipline; suspension of obligations; extension of deadlines; right to resolve the persistence of the impediment);
Article 10 – (in particular: express termination clause pursuant to Article 1456 of the Italian Civil Code; effects of the resolution; withholding sums within the permitted limits; return of the Products; exclusion of liability for consequences of termination within the limits of the law);
Article 11 – (in particular: prohibition of the transfer of the Contract without the Seller's consent);
Article 12 – (in particular: exclusive jurisdiction and the Seller's right to act in alternative forums where permitted; applicable law);
Article 14 – (in particular: non-prejudice clause and reminder of payment obligations; any “solve et repete” structure within the permitted limits);
Article 15 – (in particular: prohibitions on reselling/transferring/setting up as a guarantee of constant retention of title; prohibitions on the use of distinctive signs; cooperation obligations and consequent responsibilities).
The Customer acknowledges that the above specific approval is made in a conscious manner and that, if the acceptance takes place by digital signature, or by sending from a certified fax/PEC, or by e-mail, the subscription/acceptance action is suitable to document this specific approval, in accordance with the applicable legislation and according to the technical methods provided by the Seller.
Place and date:
Customer/Buyer (name and signer):
Signature (or digital signature): _____