Terms and Conditions
Parties to the contract
The term “Seller” refers to the company supplying the materials in question, which will issue an invoice for those materials.
The term “Purchaser” refers to the party named on the invoices for the materials in question.
The provisions of these General Terms and Conditions of Sale shall apply to all contracts entered into by the parties, effective from the date of signing and for an indefinite period, subject to the express right to terminate the agreement by providing the other party with 30 days’ notice.
Orders
Catalogs
Any description, drawing, or image of the products contained in TOF S.r.l.’s catalogs or price lists is purely illustrative and non-binding, and may be changed at any time without prior notice.
Only the terms and conditions expressly stated in the order confirmation shall be binding on TOF S.r.l.
The reproduction, in whole or in part, of the catalogs or price lists is prohibited without the prior written consent of TOF S.r.l.
Pricing
All prices are listed in euros.
The price indicated in the order confirmation is ex-warehouse (located in San Maurizio d’Opaglio) and excludes VAT and any other applicable taxes.
Due to fluctuations in raw material prices, offers will be valid for 7 days from the date of issuance.
The applicable price shall be the one indicated in the offer.
Any import taxes, customs duties, and other taxes applicable in the country of destination are the sole responsibility of the Buyer.
Statements, promises, and guarantees made by individuals who do not hold an official position within the Company (including, but not limited to, employees, representatives, or agents) and that differ from the terms set forth herein shall in no event be binding on TOF.
Shipping
The goods are shipped at the Buyer’s risk, even if sold FOB.
The recipient is required to inspect the incoming goods and report any damage directly to the carrier, even when the goods are delivered carriage paid.
Delivery Terms
Delivery times are for reference only.
TOF undertakes to comply with the delivery terms agreed upon and specified in the order confirmation; however, no delay entitles the Buyer to cancel the order or claim damages, whether direct or indirect, of any kind.
Circumstances that prevent or delay the shipment of materials—including, but not limited to, delays in the supply of raw materials, import bans, strikes (including company-wide strikes), and other circumstances that prevent or delay production and/or processing—are deemed to constitute force majeure, and the Seller shall not be held liable for any delay in delivery.
Similarly, any event that impairs the Seller’s ability to fulfill any of its contractual obligations shall be considered a force majeure event, provided that such event is beyond the Seller’s control and could not reasonably have been foreseen or prevented.
In the cases mentioned above, the Seller may delay delivery for as long as the causes of the delay persist.
Unless otherwise agreed in writing, the Seller shall deliver the goods to the Buyer Ex Works (CC Incoterms 2020) at the Seller’s premises, loaded; title, risk of loss, and any damage shall pass from the Seller to the Buyer upon such delivery, or, if the Buyer refuses to accept delivery, at the time the delivery is offered.
Acceptance of the shipment by courier shall constitute delivery for all intents and purposes.
Payments
Only payments made in euros on the due dates and in accordance with the terms specified in the invoices will be considered payment in full.
Any delay in payment for supplies will result in the automatic charging of late payment interest at the rate provided for by Legislative Decree No. 231/2002, without the need for a formal notice of default, and will lead to the immediate suspension or termination, without prior notice, of ongoing supplies or contracts, even if they are not related to the payments in question.
In the case of payment by installments, failure to meet even a single due date—in addition to the consequences outlined above—will result in automatic forfeiture of the payment terms, making the entire amount immediately due and payable.
Intellectual Property
All intellectual property rights (including, but not limited to, patents for inventions and utility models, copyrights, trademarks, and know-how) in the goods sold here belong exclusively to the Seller.
Reservation of title
The goods supplied shall remain the property of the Seller until they have been paid for in full.
Checks or promissory notes, even if accepted by TOF S.r.l., will be considered payment only after they have actually been cashed.
Warranty
TOF S.r.l. guarantees that the product sold has been thoroughly tested at the factory and is covered by a warranty for a period of 12 months from the date indicated on the shipping document.
The warranty against defects is limited to defects that arise under normal and proper use, in accordance with the instructions provided by the Seller.
The Buyer assumes all risks regarding the suitability of the product supplied for the Buyer’s intended use, as well as all risks arising from its handling or use in a negligent, unskilled, or careless manner, or in any way inconsistent with its intended use.
No warranty applies in the event of tampering with or any modification of the product.
In any case, Article 1495 of the Civil Code applies.
Under no circumstances shall the Seller be held liable to the Buyer for any indirect, incidental, consequential, or punitive damages, including, but not limited to, loss of profits, loss of contracts, loss of production, machine downtime, payment of penalties to third parties, or reimbursement of expenses for a replacement machine, regardless of the nature of the claim, whether contractual or non-contractual.
Complaints
Upon receipt of the goods, the Buyer must verify that the products comply with the order and are free from defects.
To avoid forfeiture of the warranty, complaints regarding non-conformity and defects must be reported by registered letter with return receipt, certified email (PEC), or email, within 8 days of receipt of the goods in the case of obvious defects or flaws, or within 8 days of their discovery in the case of hidden defects or flaws not detectable with reasonable care, and the product—or products—allegedly defective must be kept available to TOF S.r.l. to allow the company to conduct any necessary verification.
If, following these inspections, the complaint is found to be valid, TOF will replace the defective goods free of charge, provided they are returned to our warehouse.
The procedure for handling warranty returns, along with the relevant guidelines, is available on the website “www.tofin.com/aperturareso”.
Liability
TOF products are typically accompanied by an instruction sheet or manual explaining how to use them properly.
TOF S.r.l. therefore accepts no liability for any injury to persons, damage to property, or harm to animals resulting from the use of the equipment without following the instructions or safety guidelines, or from equipment that has not been installed correctly and/or has been installed without performing the required checks.
Governing Law and Jurisdiction
Any dispute between the parties shall be governed by Italian law.
The Court of Novara shall have exclusive jurisdiction.