Terms of sale

ART. 2 - CONCLUSION OF THE SALES CONTRACT

2.1 - The Customer must place the order by filling in the appropriate forms prepared by Borin. The order placed by the Customer constitutes a contractual offer and is not considered accepted until it has been confirmed in writing by the Seller. If the Seller does not provide written confirmation of an order negotiated verbally, the issuance of the invoice by the Seller or the execution of the order by the Seller will be considered as confirmation. The contract will therefore be concluded at the moment of acceptance of the order by Borin.

2.2 - In the case of a contractual offer sent by Borin, it shall be deemed valid for 5 (five) days from the date of its receipt by the addressee. Such offer must be confirmed by the Customer using the forms provided by Borin and must be sent by email - PEC or fax. The contract shall be deemed perfected upon receipt by Borin of the contract confirmation.
 

ART. 3 - PRICES

3.1 - Prices are those shown in the price list, also visible on the website www.borinsrl.it, in force at the time of order confirmation, unless otherwise agreed in writing between the parties.

3.2 - Product prices are always expressed in Euro and are exclusive of shipping, transport, assembly, installation (if any), customs duties, bank charges, VAT and other related tax and administrative charges.

3.3 - Prices are subject to possible changes and/or adjustments by Borin under the following terms.
a) For contracts concluded before the entry into force of such changes but still in progress, the prices in force at the time of Order confirmation shall apply, except as provided below under lett. b).
b) Should the prices of materials undergo significant increases after the determination of the consideration and during contract execution, such as to produce an increase in the unit prices used of at least 5% (five percent) compared to the unit prices at the time of signing the contract, Borin shall be entitled to a compensatory adjustment for the amount of the supply still to be executed, whenever such an increase occurs.
For this purpose Borin must provide the Customer with evidence of the actual change with appropriate documentation, supplier declarations or other suitable means of proof relating to the variations compared to what was agreed at the time of the offer and/or conclusion of the contract. In the request for compensatory adjustment Borin must indicate the goods for which it considers compensation due and their quantitative incidence with respect to the supplies still to be performed or the goods yet to be delivered. The Customer is obliged to accept such increase (which Borin will essentially pass through to the Customer without applying any mark-up on that amount), which the Customer accepts by signing this contract and whose payment will be made according to the agreed schedules.

ART. 4 - PAYMENT METHODS AND TERMS

4.1 - Payment for the Products must be made on order, by bank transfer, unless otherwise agreed in writing between the parties.

4.2 - In addition to other remedies permitted by law, the parties agree that default interest on late payments shall accrue from the date on which the payment obligation matured and shall be applied automatically at the rate provided by Legislative Decree no. 231 of 9 October 2002, without prejudice to compensation for greater damage in accordance with the aforementioned Decree.

4.3 - The Customer has no right to make any set-off, deduction or withholding.
 

ART. 5 - TRANSPORT AND DELIVERIES - FAILURE TO COLLECT

5.1 - Unless otherwise agreed in writing, any delivery time indicated is not binding on the Seller. Unless otherwise agreed between the parties, the indicative delivery time is that specified in the order confirmation.

5.2 - Unless otherwise agreed between the parties and except as specifically provided in art. 6.1 below, ownership of the Products is transferred to the Customer upon delivery by Borin to the carrier, even if chosen and paid for by the Customer, with the consequent transfer of risk from the Seller to the Customer at that time. Any delivery times indicated in the order confirmation are calculated in working days and are indicative only, not of an essential or peremptory nature.

5.3 - Any liability for delivery arising from force majeure or other unforeseeable events not attributable to the Seller, including, without limitation, strikes, lockouts, acts of public authorities, subsequent blocks on export or import possibilities, in view of their duration and scope, release the Seller from the obligation to meet any agreed delivery term.

5.4 - The Seller reserves the right to make reasonable partial deliveries.

5.5 - The Seller is not obliged to accept returns of products unless expressly agreed in writing. Any cost incurred for this purpose shall be borne exclusively by the Customer.

5.6 - Unless otherwise agreed, the Customer shall be responsible for unloading, positioning and any installation of the products. Acceptance testing shall always be borne by the Seller.

5.7 - If the Customer does not collect the products within the agreed term (which coincides, unless expressly derogated, with the time when they are ready for delivery), storage costs and the possible costs for reactivation/acceptance testing will be applied to the Customer, as communicated by Borin in the event of failure to collect.
 

ART. 6 - RESERVATION OF TITLE

6.1 - Where payment of the price is deferred, the Customer shall become owner of the Products only upon payment of the full price, interest and expenses. The sale, in the case considered, is made and accepted with reservation of title. In any case the risks related to use, loss/destruction etc. of the Products are assumed by the Customer at the moment of taking delivery by the carrier.

6.2 - In the event of termination of the contract for default by the Customer, it is agreed that the instalments of the price already paid shall remain acquired by Borin as compensation, without prejudice to compensation for greater damage.
 

ART. 7 - RIGHT OF WITHDRAWAL

7.1 - Where the Customer qualifies as a "consumer" as defined by the applicable Consumer Code, he/she may withdraw from the contract within 14 (fourteen) days from receipt of the Products.

7.2 - Withdrawal must be exercised by written communication sent within the above term to Borin by registered letter with return receipt, fax, email or PEC. If the right of withdrawal under point 7.1 is exercised, the consumer must return the Products at his/her own expense within 10 days of receipt, with insured parcel to Borin's registered office. In the case of return of the Products, the regulations referenced above shall apply, including as to the characteristics of the goods to be returned and their state of preservation.
 

ART. 8 - EXPRESS TERMINATION CLAUSE

8.1 - The contract shall be deemed resolved by operation of law, upon prior written notification by Borin of its intention to avail itself of this right, in the event that the Customer fails to pay the sums due within the agreed terms, becomes insolvent, is declared bankrupt or is subject to another insolvency procedure.

8.2 - Any sums already paid by the Customer, in addition to overdue instalments, shall remain acquired or due to Borin as compensation, without prejudice to a claim for compensation for greater damage suffered.
 

ART. 9 - WARRANTY

9.1 - Borin grants the Customer a warranty on the goods which is valid for 12 (twelve) months from the date of delivery/acceptance testing.

9.2 - Under the warranty Borin shall only be obliged to remedy defects and faults, the Customer being expressly excluded from the right to request termination of the contract, a price reduction or any other type of direct or indirect damage, whether contractual or extra-contractual.

9.3 - Borin shall carry out replacement or repair of defective parts as soon as possible, to be agreed from time to time between the Parties, and shall be entitled to request the prompt return of replaced parts by the Customer.

9.4 - The warranty does not cover parts subject to normal wear, nor damage caused by incorrect or insufficient maintenance, incorrect handling by the Customer, use of inadequate consumable materials, defective or negligent treatment, excessive exploitation of the devices, damage or deterioration caused or aggravated by failure to stop using the goods in the presence of technical problems or voltage or processing temperature fluctuations, or any other cause not directly attributable to Borin. The warranty becomes void when equipment, devices or spare parts not supplied by Borin are installed on the supplied goods and when modifications are made without the prior written consent of Borin and, in any case, in all instances of non-compliance with the instructions in the user manual and the technical data sheets provided by Borin.

9.5 - The warranty is subject, under penalty of forfeiture, to notification of the defect, communicated exclusively in writing by the Customer to the Contractor, within the terms indicated in the following article. The Parties agree that complaints/claims made verbally or by telephone shall not be considered as notification of the defect and are therefore ineffective to interrupt forfeiture and limitation periods and to constitute default of Borin.

9.6 - Warranty repairs will be carried out at Borin's premises. The Customer must therefore send the item to be repaired to that location. If it is not possible to send the item to Borin's premises or the Customer requests intervention at his/her own plant, travel costs from Borin's premises to the Customer's plant shall be borne exclusively by the Customer, according to the rates published on Borin's website. Repair activities carried out under warranty at the Customer's plant will be borne by Borin.
 

ART. 10 - DUTY OF INSPECTION AND ACCEPTANCE OF THE PRODUCTS

10.1 - If the Customer finds defects and/or faults he/she must notify the Contractor, under penalty of forfeiture, within 8 (eight) days from discovery.

10.2 - In case of complaint of defects the Customer must follow the procedure and terms below:
i) under penalty of forfeiture, the complaint of the defect must be made in detail (with photographic attachments), exclusively in writing. The Parties agree that complaints/claims made verbally or by telephone shall not be considered as complaints of the defect and are therefore ineffective to interrupt the Seller's limitation and forfeiture periods;
ii) the Customer agrees to make the contested goods (or part thereof) available for inspection;

10.3 - No defect and/or non-conformity may be claimed by the Customer if at the time of acceptance of the work the defects and/or non-conformities were known or knowable by him/her.

10.4 - If the Customer has the defects and/or non-conformities remedied by third parties, i.e. by subjects other than Borin, he/she may not request reimbursement from Borin for the expenses incurred for such activity, and shall in any case forfeit any right to the warranty.

10.5 - Upon taking delivery of the Products, the Customer must immediately:
a) verify the quantities and the packaging of the Products and record any objections on the delivery note;
b) carry out a conformity check of the Products with respect to what is indicated in the order confirmation and record any discrepancies on the delivery note.
c) No claim regarding quantities, quality, type and packaging of the Products may be made except by notification on the delivery note, in accordance with the procedure indicated above.
d) Any Product for which no complaint has been raised in accordance with the procedures and terms indicated above shall be deemed approved and accepted by the Customer.
 

ART. 11 - LIMITATIONS OF LIABILITY

11.1 - Any obligation to pay damages that may be found to be borne by Borin shall be limited to the value of the goods subject to the contract and in any case excluded for the following categories of damages:
(a) Loss of profits;
(b) Loss of sales or turnover;
(c) Loss of or damage to reputation;
(d) Loss of contracts;
(e) Loss of customers;
(f) Loss of software/data or loss of use of software and/or data;
(g) Loss of use of any computer or other equipment or plant;
(h) Loss related to operating costs or personnel time;
(i) Losses or liabilities relating to other contracts;
(j) Indirect loss or damage.
For the purposes of this clause the term "loss" includes both partial and complete total loss.

11.2 - The parties acknowledge that the liability limitations set forth in this clause have been extensively negotiated between the Parties and are considered by them to be fully operative in all circumstances.

11.3 - Notwithstanding the foregoing, Borin will not give warranties beyond the description, quality, completeness or fitness for a particular use or purpose of the goods and services supplied under this contract.

11.4 - The Parties agree that the Seller shall not be liable for non-material differences between the Product received and the images/text descriptions published on the website www.borinsrl.it.

ART. 12 - INSTALLATION ACTIVITIES
12.1 - In the event that Borin also carries out installation of the Products, the Borin s.r.l. general conditions of work shall apply to that part of the activity.
 

ART. 13 - PROCESSING OF PERSONAL DATA

13.1 - The General Data Protection Regulation no. 679 of 27 April 2016 (hereinafter Reg. (EU) 679/2016 or GDPR) aims to ensure that the processing of personal data is carried out in respect of the rights, fundamental freedoms and dignity of the data subject, i.e. natural or legal persons as well as bodies and associations to which the personal data refer, with particular reference to confidentiality, personal identity and the right to the protection of personal data. In order to enter into contractual relations with you, to fulfil and/or enforce the obligations arising therefrom and to comply with related legal obligations, Borin s.r.l. must necessarily collect and process your data qualified as personal pursuant to art. 4, no.1 of the GDPR. Pursuant to art. 13 of Reg. (EU) 679/2016, we therefore inform you of the following: 1) Personal data processed. The processing will or may concern the following categories of personal data: identification, personal data, telephone, commercial, administrative, banking, tax and any other data strictly necessary in relation to each of the purposes indicated in point 2) below. 2) Purposes and duration of the processing. Obligatory or optional nature of the provision and consequences of failure to provide data. The personal data referred to in point 1) above will be processed solely for the purpose of establishing the contractual relationships referred to above, fulfilling and/or enforcing the obligations arising therefrom and complying with related legal obligations. Provision of the personal data referred to in point 1) above is always optional, but any refusal to provide and/or subsequently process personal data strictly necessary for the purposes referred to above may make it impossible to establish and/or perform the contractual relationships in question. Upon obtaining your express consent, the personal data referred to in point 1) above may also be processed for the following additional specific purposes: a) to promote commercial relationships by sending advertising/informative/promotional material, updates on initiatives and offers addressed to Customers, information and commercial promotions; b) to carry out market research and economic and statistical analyses. Such activities may concern products and services of Borin s.r.l. and may be carried out by Borin s.r.l. itself and/or by third parties, also through an automated calling system without operator intervention, e-mail, telefax and messages of the MMS (Multimedia Message Service) and SMS (Short Message Service) type. The duration of the processing will be strictly related to the purposes referred to above. Rights of the data subject. With respect to the personal data referred to above you may exercise the rights provided for in articles 15 and following of Reg. (EU) 679/2016. The data controller of the personal data referred to above is Borin s.r.l. The updated list of persons appointed as data processors will be readily available at the company's registered office, where any updates to this privacy notice will also be immediately available.
 

ART. 14 - APPLICABLE LAW AND JURISDICTION

14.1 - This contract is governed by Italian law.

14.2 - The parties expressly agree that for any dispute and action arising from this contract the Court of Verona shall have exclusive and non-derogable jurisdiction.
 

ART. 15 - AMENDMENT OF THE TERMS

15.1 - Borin reserves the right to modify the Site and these General Terms and Conditions of Sale (GTC) at any time to offer new products/services or to comply with statutory or regulatory provisions. The Customer shall be subject to the policies and terms of the GTC in force at the time of conclusion of a sales contract with Borin.