These conditions apply to a contract for the sale of goods or the provision of services or exchange (from now on simply “Contract”) and are accepted by subscribing an order confirmation.

These conditions apply for sale, exchange, provision of goods and services and every other kind of offer stipulated by RENOVIS with customers whose legal headquarters, residency or stable and structured representation lies within the territory of Italy and San Marino. 

Unless the context says otherwise, every reference in these terms and conditions to:

RENOVIS employees or sales agents are not authorized to release statements regarding Goods or Services; therefore, the Customer acknowledges that he cannot claim for a non-fulfilment or violation based on such unauthorized statements.

Sales documentation, pricelists and other documents released by the Supplier regarding Goods or Services are subject to modification and therefore do not represent official quotations. No contract for the sale of products or services is binding for the Supplier, unless the Supplier has clearly indicated that the document represents a sale quotation, or has accepted an order from the Customer. The acceptance from RENOVIS can also happen through a prompt shipment of the ordered goods or by sending an invoice.

Any typing, material or accidental error or any omission in any sales document, quotation, pricelist, offer acceptance, invoice or other document or information released by the Supplier will be rectified without any liability from the Supplier’s side. 

The specification of the Goods must be the one outlined in the sales documentation of the Supplier, unless it has been clearly changed in the Customer’s order (if the Supplier accepted such variations). The Goods will be supplied in the minimum quantities outlined in the Supplier’s pricelist or as a multiple of such unit. Orders received for different quantities will be processed accordingly.

Illustrations, photos or descriptions, whether they are contained in catalogues, flyers, pricelists or other documents released by the Supplier are intended to be merely descriptive and not binding neither for the Supplier nor the manufacturer.

The Supplier reserves the right to make any changes in Goods’ specifications when needed, or in case the Goods need to be supplied based on a specific Customer’s request.

An order accepted by the Supplier cannot be canceled by the Customer without the Supplier’s written consent and only if the Customer refunds the Supplier for all the losses (including profit losses), costs (including the cost of labor and materials), damages, expenses and fees sustained by the Supplier as a consequence of said cancelation. The Supplier can always reject the order’s cancelation and demand the execution of the contract.

In case the contract foresees that the Supplier withdraws a good used by the Customer, discounting its price to the sum owed by the Customer to the Supplier, the parties agree that the established contracts are intended to be separated. Therefore, two distinct sales will subsist: the first, from the Supplier to the Customer, and the second, from the Customer to the Supplier; should the withdrawn Goods be not usable or not corresponding to the Supplier’s requests or the Customer’s description, the latter will have to pay the Supplier the whole discounted sum, after having returned the Goods. The Goods received by the Supplier will be marked as withdrawn only after a “technical approval”. The above-mentioned clause does not apply if the quotation expressly foresees an EXCHANGE. In that case, the Customer, before signing the contract, will have to send the Supplier the Goods to be exchanged, then the Supplier, once completed all the technical evaluations needed, will tell the Customer if he still wants to exchange the product. Shipping costs are always charged to the Customer.

Effective as of the date of beginning, the Supplier – according to the agreed price – must supply all the Services expressly outlined in the quotation with the specific and necessary care to carry them out properly. Whenever an “urgent” execution is expressly requested, it must be accepted. In case a quotation for a repair is requested, the Customer must send, at his own expense, the Goods to the address specified by the Supplier. Within the agreed deadline, RENOVIS will evaluate the Goods and will communicate the price for the repair. The Customer has 60 days since then to accept or reject the quotation. In case the quotation is rejected, or in case the 60 days deadline has expired without any acceptance or rejection, the Supplier can choose to send back the Goods, charging the Customer with the shipping costs, or keep the Goods at his own warehouse. If the quotation is not accepted or in case of missing communication of acceptance or rejection, the Customer will be charged with a fee equal to the 15% of the amount of the quotation. After a year, if the Customer does not claim the restitution of the Goods, the latter will be considered abandoned, and the Supplier will be authorized to dispose of it. 

Prices of Products and Services are outlined in the quotation provided by the Supplier when the Customer’s order is accepted.

Whereas the Supplier has outlined a price that proves to be different from the one written in the Supplier’s pricelist, the indicated price will be considered as an offer in derogation to the pricelist, and for this reason it will be valid only for 30 days or a different time expressly outlined by the Supplier.

At any time before the delivery or the performance of the service, the Supplier reserves the right – by communicating it in written form to the Customer – to raise the price for Goods and/or Services because of the raising of costs for the Supplier due to external factors not related to his will (including, without limitation, any currency exchange fluctuation, currency regulation, tax alteration, raising of the cost of labour, material and other production costs, any change in delivery dates, quantities or specifications for Goods or Services requested by the Customer, or any delay caused by Customer’s instructions or lack of proper information or instructions by the Customer).

Unless otherwise established, all prices are comprehensive of the Supplier’s expenses for packaging and transportation, but do not include any applicable VAT, fee, sale tax or similar charges imposed or added by competent fiscal authorities. The Customer shall pay these fees to the Supplier.

Unless special conditions expressly agreed in written form between Customer and Supplier, the Supplier shall issue an invoice to the Customer upon service execution or goods delivery; or when the goods are shipped.

The Customer shall pay for the goods (net of any discount or credit granted by the Supplier but without any other deduction, credit or set off) within 7 working days since the date of the invoice, or within the time limit outlined in the order and accepted by the Supplier. The payment shall be made at the expiration date even if the delivery or the service have not taken place and/or the goods’ property has not passed to the buyer. Payment receipt will be issued upon request. 

Payments must be made to the Supplier according to what has been outlined in the acceptance module or invoice issued by the Supplier.

The Supplier can refuse to close the deal for any reason whatsoever. Similarly, even after the deal is closed, if the Supplier has reasonable doubts about the Customer’s solvency, he can revoke any existing agreement about delayed payments and demand an advance payment for the supplied services and goods.

The delivery of the Goods will be arranged by the Supplied and will take place at the location outlined in the quotation, or, if no shipping locations have been specified, will be arranged through direct handover to the Customer at the Supplier’s warehouse, after a communication confirming that the Goods are ready to be withdrawn.

The delivery date outlined in the quotation or order is an approximation, so the shipping time shall not be considered a key element of the Contract unless previously and expressly agreed in written form. The Goods can be delivered in advance, before the delivery date, after a reasonable prior notice to the Customer. 

If the Customer does not withdraw the Goods or part of the Goods at delivery time and/or does not provide information, licenses, consents or required authorizations to allow the delivery of the Goods within provided times, the Supplier will be authorized, after having noticed the Customer in written form, even by e-mail, to stock the Goods. From that moment on, the Customer takes the risk about the Goods and the delivery will be considered completed at the time of the above-mentioned notice. In that case, the Customer shall pay to the Supplier all costs and expenses, including those for stocking and insurance, caused by that ineffectiveness. With effect from the Starting date of the contract, the Supplier shall begin to provide his service in consideration of the payed price and according to the present terms and conditions, as well as those outlined in the quotation or its annexes. 

If the Supplier cannot ship the Goods or provide the Services or any one of them within the agreed date, he shall not be held responsible for any damage caused to the Customer; the Customer still holds the right to terminate the contract, or a part of it, after formal notice to be sent through signed-for registered mail to the Supplier’s headquarters, with order to comply within a time limit not inferior to 15 days.

The Supplier shall not be held responsible for any non-delivery caused by courier delays or Goods held at custom.

The risk of Goods damage or loss will pass to the buyer:

The Goods will remain Supplier’s property until the agreed price has been paid. In case of missing payment within the agreed time, the Supplier can ask the Customer to return the Goods in the exact state upon delivery (complete with original package and all documentation) or ask for payment.

In the first case, the Supplier shall be entitled to a penalty fee equal to 10% of the selling price for every month of delay in returning the Goods, starting from the agreed delivery date, without formal notice. This does not affect any refund for deterioration damage. The Customer shall also provide to refund all shipping costs and all expenses sustained for the Goods’ withdrawal and technical verification of integrity.

Until the payment has been done according to these conditions and the property of the Goods has not passed to the Customer, the latter shall be considered as the Goods’ caretaker and shall guarantee that they can be identified as supplied by the Supplier, ensuring the Goods against all possible risks.

The Supplier reserves the right to reclaim possession of every proprietary Goods without further notice. The Customer irrevocably authorizes the Supplier to access the Customer’s locals during normal working hours in order to reclaim possession of the Goods, on which the Supplier reserves the right of inspection to guarantee that all storage and identifications requirements are met.

Nonetheless, the Customer shall return all Goods still property of the Supplier in the following cases:

The Supplier is entitled to transfer the Contract or a part of it to a third party without the prior consent of the Customer.

The Customer is not entitled to transfer the Contract or a part of it without the prior consent of the Supplier.

If the Customer does not pay the agreed price, without prejudice to any other right or remedy at Supplier’s disposal, the Supplier retains the right to:

Without prejudice to any other right or remedy at Supplier’s disposal, the latter retains the right to terminate the Contract or suspend further deliveries according to the Contract’s terms without any liability to the Customer; if the Goods have been delivered but not paid, the payment will be immediately due and payable no matter any prior agreement saying otherwise.

The Supplier shall not be held responsible for any profit loss or any kind of loss, damage, cost, expense or any other claim which is a direct or indirect consequence of the supply of Goods and services.

The parties agree that the maximum compensable amount shall not exceed the sale value of the Goods. The Customer shall refund the Supplier for any damage, allowance, cost and expense due to loss or damage of any equipment (including third party’s equipment) caused by the Customer, his agents or employees.

The parties agree that:

Each party can reveal confidential information to:

All communications, according to the present rules and conditions, and according to the Contract, must be in written form and will be taken into consideration only if signed in the name of and/or on behalf of an authorized officer, with prior notice.

Neither party shall be held responsible for mistakes or delays in the performance of its duties due to reasons of force majeure, such as power blackouts, internet provider failures, strikes, civil riots, fires, floods, storms, earthquakes, acts of terror, acts of war, government acts or any other event that is out of the parties’ control.

The parties agree that failing to perform their duties, according to these terms and conditions, does not shall not imply any waiver of the benefit of the said provision. Such inefficiency shall not constitute a waiver of any previous inefficiency and shall not imply a continuing waiver.

The parties agree that, in case one or more conditions contained in this document are acknowledged as void or voidable, invalid or inapplicable, such conditions shall be considered separated from the rest of the present rules and conditions (and, by extension, of the contract). The rest of the conditions and the contract shall be considered valid and effective.

In case of a conflict between the present rules and a previous version of them, the present terms and conditions shall apply, unless otherwise stated.

The parties agree that the language chosen for the interpretation of the present contract is the Italian and the applicable law is the Italian law. The parties agree that the competent court is the Courthouse of Novara (NO).