Premise
Unless otherwise specified in requests or order confirmations, these general conditions apply to all sales contracts for products sold by Leura s.r.l. and are deemed known to all Customers.
Definitions
For the purposes of these General Terms and Conditions of Sale (“Terms of Sale”), the following terms shall have the meanings ascribed below:
– “Customer”: any company, entity, or legal body purchasing Leura s.r.l. Products
– “Products”: the goods produced, assembled, and/or sold by Leura s.r.l.
– “Order(s)”: each purchase request for Products submitted by the Customer to Leura s.r.l.
– “Sale(s)”: each sale contract concluded between Leura s.r.l. and the Customer following the written acceptance of the Order by Leura s.r.l.
– “Trademarks”: all trademarks owned or licensed by Leura s.r.l.
– “Intellectual Property Rights”: all intellectual and industrial property rights of Leura s.r.l., including but not limited to rights relating to: patents, designs or models, utility models, trademarks, know-how, technical specifications, data, whether or not registered, and any applications or registrations, as well as any similar rights or forms of protection with equivalent effect.
Purpose
These Terms of Sale apply to all Product Sales. In case of conflict between these terms and those agreed in an individual Sale, the latter shall prevail. Leura s.r.l. shall not be bound by the Customer’s general purchasing conditions (“CPCs”), even if referenced in the Order or other Customer documents, unless previously and expressly accepted in writing by Leura s.r.l.
The CPCs shall not bind Leura s.r.l. even through tacit consent. Written communications always take precedence over oral ones. Leura s.r.l. reserves the right to add, modify, or remove any provision of these Terms of Sale, with such changes applying to all Sales concluded after 30 days from notification to the Customer.
Orders and Sales
Based on the Customer’s request, Leura s.r.l. will issue an offer including product description, code, color, requested quantity, and price. The Customer will submit the Order to Leura s.r.l.
The Sale is deemed concluded:
(i) when the Customer receives written confirmation by email from Leura s.r.l. in accordance with the terms of the Order
(ii) or, if the Customer receives written confirmation with different terms, after two business days from receipt unless the Customer submits written objections within that time
(iii) or, in absence of written confirmation, upon delivery of the Products to the Customer.
The Order is confirmed and the Contract concluded upon receipt of the deposit indicated in the Order Confirmation.
The Product data sheet will be attached to the confirmation. For installation and maintenance, only the technical data sheet and manual provided at the time of delivery shall be referenced.
Orders accepted by Leura s.r.l. cannot be cancelled without written consent from Leura s.r.l.
Product Prices
Prices are as indicated in the price list valid at the time of Order confirmation, or if unavailable, as per the Order and confirmed in writing by Leura s.r.l. Unless otherwise agreed in writing, prices are ex works, excluding VAT, discounts, packaging, and shipping costs, which must be borne separately by the Customer.
Leura s.r.l. retains ownership of the Products until full payment is received. The Customer must comply with any applicable local laws to validate and enforce the retention of title clause.
Leura s.r.l. may change prices unilaterally and without notice if adjustments result from circumstances beyond its control (e.g. raw material price increases, labor costs, currency fluctuations). In other cases, price changes will be communicated and apply to all Orders received after 30 days from the notification.
Delivery Terms
Unless otherwise agreed in writing, delivery is ex works (Incoterms 2010) from Leura s.r.l.’s current facility.
If requested, Leura s.r.l. may manage customs and shipping on behalf of the Customer, at the Customer’s expense and risk.
Delivery will occur within the time stated in the Order confirmation. Deadlines are indicative and non-binding under Italian Civil Code art. 1457. Transportation time is not included.
Leura s.r.l. shall not be liable for delays or non-delivery due to circumstances beyond its control, including:
a) inadequate technical data or delays by the Customer
b) difficulties in sourcing raw materials
c) production or planning issues
d) strikes, power outages, natural disasters, public measures, transport issues, civil unrest, terrorism, or force majeure
e) carrier delays
f) customs inspections or delays
Such events do not entitle the Customer to compensation.
With the Order confirmation, Leura s.r.l. will provide:
– Technical data sheet and assembly instructions
– CE marking certification and EU Regulation 2017/745 documents if requested
With the goods, Leura s.r.l. will provide:
– Packing list if requested
– Delivery note
– Invoice or pro forma invoice
– Certificate of origin if requested
Any additional document requests must be submitted at the time of Order confirmation and are subject to evaluation by Leura s.r.l.
Transport
Unless otherwise agreed, transport is at the Customer’s risk and expense. If Leura s.r.l. arranges shipment, it will choose the carrier unless otherwise instructed. Delivery will occur at the Customer’s warehouse or the nearest truck-accessible level.
Payments
Unless otherwise agreed in writing, payment is due in advance.
Leura s.r.l. will issue invoices upon receiving payment.
All payments must be made in Euro.
Late payment entitles Leura s.r.l. to apply interest as per Legislative Decree 231/02.
Non-payment or delays exceeding 30 days allow Leura s.r.l. to suspend deliveries and terminate any Sale contract, without liability for damages.
Complaints about Products or deliveries do not justify withholding or delaying payment.
Nonconformity of Type or Quantity
Any discrepancy in Product type or quantity must be reported in writing within five days of delivery. After this period, Products are considered accepted.
Warranties
Unless otherwise agreed, Products are warranted to be free from defects for one year from delivery, excluding components not manufactured by Leura s.r.l.
Warranty does not apply in cases of:
(i) transport damage
(ii) negligent or improper use
(iii) failure to follow instructions
(iv) unauthorized repairs or modifications
If a valid claim is submitted in time, Leura s.r.l. will replace or repair the defective Product or component at its discretion. Claims must be reported in writing within 8 days of delivery (for visible defects) or discovery (for hidden defects). Products must be returned to Leura s.r.l. at the Customer’s expense, unless otherwise agreed.
Warranty does not apply to damage resulting from parts added or modified by the Customer.
Warranty is void if payment has not been made according to terms, even for unrelated Products.
Leura s.r.l. does not guarantee compliance with non-EU regulations. No other warranties are provided, whether express or implied.
Except in cases of willful misconduct or gross negligence, Leura s.r.l. is not liable for any damage from defects, including indirect or consequential damages.
The Customer’s right to compensation is limited to the value of the defective Products.
Intellectual Property Rights
All Intellectual Property Rights are the exclusive property of Leura s.r.l.
Use or communication of such rights does not confer any entitlement to the Customer.
The Customer agrees not to infringe or challenge these rights and to use Leura trademarks only as instructed.
The Customer authorizes Leura s.r.l. to take photos or videos of Products installed in their premises for promotional purposes using any media.
Termination Clause
Leura s.r.l. may terminate any Sale with written notice in the event of breach of the following clauses: Product Prices, Payments, Intellectual Property Rights.
Change in Customer’s Financial Condition
Leura s.r.l. may suspend its obligations under art. 1461 of the Italian Civil Code if the Customer’s financial situation jeopardizes performance, unless adequate guarantees are provided.
Legal Domicile, Governing Law, and Jurisdiction
Leura s.r.l.’s registered office is in Piacenza (PC), Italy, via Cavour 43, 29121.
These Terms and any individual Sale shall be governed by Italian law, excluding the 1980 Vienna Convention on the International Sale of Goods.
Any dispute arising from or related to these Terms or any Sale shall first be submitted to mediation under the Adr Aequitas Conciliation Rules, Italy. If unresolved, jurisdiction is exclusively with the Court of Piacenza, Italy.
Leura s.r.l. reserves the right, as plaintiff, to initiate legal action in the Customer’s jurisdiction, whether in Italy or abroad.