General Conditions of Sale
I. General Provisions
1. These sales conditions govern the contractual relations between the company RDZ S.P.A., hereinafter referred to as the "Seller" and its customers, hereinafter referred to as "Buyers", and regards the supply of the products included in this price list. These terms and conditions of sale cannot be modified or derogated by the parties except in writing. The Buyer acknowledges that by reciving this document he/she confirms full and complete knowledge and approval of its content.
2. These conditions and subsequent order confirmation, from the moment of acceptance, must be considered as a sales contract for all legal purposes. In all cases, these conditions of sale are considered valid and uniquely prevalent and applicable in all disputes or contestations.
3. These conditions are deemed to be known and approved upon the Buyer's acceptance of an order confirmation issued by the Seller. The conditions will remain valid for any subsequent orders sent by the Buyer, but without constituting a continuous relationship of administration and / or concession and /or distribution between the parties.
4. The details, dimensions, items, prices, characteristics, performance and any other data stated in the Seller's catalogues, price lists, leaflets, etc. are indicative; they may be changed without prior notice and are binding for the Seller only in the event of express indication in the acceptance or confirmation of an order.
5. Any technical drawing or document regarding the Seller's products, even if submitted to the Buyer, remains the exclusive property of the Seller and may not be used by the Buyer, or copied, reproduced, transmitted or communicated to third parties without prior written authorization.
6. The Seller reserves the right to make technical changes to the products and/or documentation without prior notice, and the Seller retains copyright and all other rights over all documentation attached to the offer.
7. Any derogations to offers, price lists, or other proposals only become effective upon written confirmation by the Seller, and exclusively if the same are included in a new order confirmation.
8. Any changes or exceptions to these conditions are considered valid exclusively if they are confirmed in writing by the Seller.
9. Orders and commitments made by the Seller's sales network are only valid if they are indicated in the order confirmation with subsequent acceptance or confirmation by the Seller. After the Buyer's confirmation of written offers and/or proposals from the Seller, these offers/proposals shall be considered as accepted.
II. Prices and Payments
1. Unless otherwise agreed, the prices indicated in this price list are Ex Works Sacile (PN) - Italy.
2. Unless otherwise agreed in writing, all payments must be made at the Seller's registered office in Euro (€) by traceable means. Drafts or other agreed means of payment do not in any way imply modification or derogation from this rule.
3. Payment for goods or services must be completed within and no later than the terms agreed between Buyer and Seller, which are considered mandatory. In cases of deferred payment, any failure to observe a payment deadline will result in refusal of further orders by the Seller, immediate suspension of supplies, automatic forfeiture of payment terms, immediate payability of all amounts due, and interest charges on arrears with financial revaluation according to the ISTAT indexes for the cost of money of the Chamber of Commerce of Pordenone.
4. If, at the sole discretion of the Seller, the Buyer fails to satisfy solvency parameters, the Seller has the right to modify the payment conditions or even cancel an order at any time. The Buyer is not entitled to raise any objections in such cases.
5. The prices indicated in this price list refer to goods inclusive of suitable packaging or means of protection designed to prevent damage or deterioration under normal conditions of transport. The same materials cannot be returned to the Seller for disposal.
6. Sales are charged at the prices in force at the time of ordering, which do not include VAT. The Seller reserves the right, in the period between the signing of an order and the first delivery, to change list prices in response to unforeseeable circumstances. Such changes are considered to be automatically accepted by the Buyer, unless otherwise communicated in writing.
III. Terms of delivery and supply
1. The delivery dates and terms indicated by the Seller must be considered approximate and are subject to verification of the availability of goods at the Seller's site, unless they have been confirmed by the Seller with a precise date. These delivery terms are not mandatory and can be extended for production requirements up to a maximum of 60 days, after which the Buyer is entitled to cancel the order in writing. In such cases, there are no rights to claim damages due to delays.
The delivery date can be extended in the case of unforeseen circumstances not attributable to the Seller, or due to delays caused by force majeure.
2. Delivery terms are deemed to have been satisfied if the supplied goods have left the premises by the due date, or if the "ready for dispatch" message has been communicated, or if delivery has been completed.
3. If the return of goods is agreed "Carriage Forward", the Seller has the right to choose the means and route of transport, shipping method, type and grade of means of protection, shipper or carrier, and type of packaging. This is done at the discretion and care of the Seller. The Seller's goods are never insured unless expressly requested in writing by the Buyer, who will bear the relative costs.
4. The Seller reserves the right to prevent organization of transport to the Buyer if the latter is insolvent and has not fully settled the transaction at the time of communication of "ready for delivery".
IV. Risk transfer
1. Unless otherwise agreed in writing, the risk is considered transferred to the Buyer upon delivery of the goods to the shipper, carrier, or any other entity that collects them from the Seller's site.
V. Supply modifications
1. Despite the Buyer's acceptance of an order, the Seller grants the option of modifying an order up to and not less than 48 hours before delivery. In such cases, previously agreed delivery times are no longer considered binding for the Seller.
2. Upon receipt of an offer or service proposal, the Buyer undertakes to examine the latter in every detail. After the above deadline, the Seller will consider the order no longer modifiable. Any extra costs arising from changes to an order by the Buyer communicated after the deadline will be charged to the Buyer.
VI. Warranty Conditions
1. The warranty terms for the products supplied by the Seller are indicated in the "General Warranty Conditions" section.
2. The warranty on individual components is limited to replacement of defective products, provided that the product is used as specified in the associated manuals, and provided that the Buyer enters a claim within a maximum of 8 days from the identification of the defect, and in all cases before the expiry of the maximum term of warranty. In no case is the Buyer entitled to any compensation for expenses, damages, interest, or compensation of any kind as a consequence of the defectiveness of individual components.
3. The warranty does not extend to assembly, disassembly, transport, or other costs.
VII. Complaints
1. Any complaints must be reported by writing to the Seller within 8 days from the date of receipt of the goods.
VIII. Jurisdiction and applicable law
1. For any form of dispute deriving from this contract the competent court is that of Pordenone - Italy.
2. Italian Law is applicable.
3. These conditions of sale invalidate the previous ones.
Any exceptions to these general conditions of sale must be agreed in writing between the parties.
General Warranty Conditions
Recipient:
RDZ S.p.A. supplies radiant heating and cooling systems and components.
These items are exclusively supplied by RDZ S.p.A. to:
- qualified companies authorized by law (herein “Purchasing Company”) to their installation in existing or newly built sites and to their relevant certification;
- authorized dealers.
This warranty is valid exclusively to the aforementioned companies who purchase directly from RDZ S.p.A.
As items are made up of different components of various origins freely chosen by the Purchasing Company, this warranty regards only the components produced by RDZ and applies only to the Purchasing Company.
RDZ S.p.A. reserves the right to apply its own warranty conditions to end user either directly or through authorised Service Centres only on explicit request and authorisation of the Purchasing Company, which is responsible in any case for fulfilling any obligations with the end user pursuant to current legislation.
I. Duration and object of the warranty:
1.1 RDZ S.p.A. guarantees its products against manufacturing defects. Any defects or facts inherent to the installation, maintenance and correct functioning of the product are excluded from the warranty.
1.2 If selling to a CUSTOMER that is not a consumer, the provisions of the Italian Civil Code concerning warranties shall apply in accordance with art. 1490 et seq. of the Italian Civil Code.The B2B warranty is valid for 12 months starting from the date of the invoice issued by RDZ.
If selling to a CUSTOMER that is a consumer, the products sold by Caleffi are covered by warranty as provided for by Legislative Decree no. 206 of 6 September 2005, part IV, title III, chapter I, as amended, in cases where the Consumer is resident in Italy.
In accordance with art. 2 of EU Directive 2019/771, the term "Consumer" means any natural person who, in relation to contracts covered by this Directive, is acting for purposes which are outside that person's trade, business, craft or profession.
If the Consumer is resident in another Member State of the EU, said Consumer has the right to a warranty provided in accordance with the national laws applicable to the same concerning the sale of consumer goods, issued in implementation of EU Directive 2019/771, as amended.
Consumers who are resident or domiciled outside of the EU have the right to a warranty in accordance with any other binding provisions that are territorially applicable with regard to the sale of consumer goods. The warranty is subject to the correct use and installation of the Product.
RDZ shall not be liable for the costs to disassemble, transport, reassemble, reinstall or test the products covered by this warranty.
II. Terms and forfeiture:
2.1 The warranty starts from the date of the invoice issued by RDZ. It is valid only if the Purchasing Company has paid for the goods on time.
2.2 The Purchasing Company forfeits the warranty if they do not report any faults within 8 days from its discovery or before the warranty expires.
III. Warranty exclusion and validity conditions:
3.1 The warranty does not cover any damages caused by improper use, misuse, poor assembly, incorrect operation by the Purchasing Company or any third-parties, normal wear and tear, negligent or improper use, unsuitable components for the system correct functioning or following continued use after discovering a problem, not observing the assembly, operating or maintenance instructions and also by modifications or improper maintenance operations carried out by the Purchasing Company or by third-parties as well as the effects caused by external components.
3.2 The warranty is valid in the European Union, the Vatican City and in the Republic of San Marino.
Intellectual and industrial property
I. Intellectual and industrial property:
The company and the trademarks used by RDZ are the sole property of the same and are protected by intellectual and industrial property laws.
The CUSTOMER cannot claim any right or ownership over the aforementioned company or trademarks. Such a claim may not be made directly or indirectly or through an intermediary person, company and/or body.
Unless authorised in writing by RDZ, the CUSTOMER is not permitted to use the "RDZ" trademark or any other legally protected marks owned by RDZ. When using the "RDZ" trademark, where permitted, both online and offline, the CUSTOMER must always respect the font, size, proportions, colour and graphics indicated by RDZ in its instructions.
For any authorised online use of the "RDZ" trademark and graphics of the products marketed by RDZ (and, in any case, any name, image and/or text sent by RDZ to the CUSTOMER which identifies RDZ or the products marketed by the same) on Facebook, Instagram, LinkedIn and/or any other social network associated with the CUSTOMER, the CUSTOMER undertakes to ensure that the "RDZ" trademark, the product graphics and any name, image and/or text that identifies the RDZ company or products marketed by the same are not used in combination with other content of an insulting, defamatory, discriminatory, libellous, offensive and/or obscene nature whether directed at third parties and/or with regard to the RDZ trademark.
Organizational Model and Code of Ethics
I. Organizational Model and Code of Ethics:
CUSTOMER declares to have reviewed and accepted the content of the Organizational, Management, and Control Model adopted pursuant to Legislative Decree No. 231/2001 and RDZ's Code of Ethics, available at the following link: https://www.rdz.it/en/code-ethics
CUSTOMER undertakes to scrupulously comply with the rules and procedures provided therein, where applicable, as well as to promptly report to RDZ any violation thereof.
In the event of the CUSTOMER’s non-compliance with the obligations set out in the preceding paragraph, RDZ shall have the right to terminate the sales contract and any other ongoing sales contracts entered into between RDZ and the CUSTOMER, by means of written notice, pursuant to Article 1456 of the Italian Civil Code.
Export Control, International Economic Sanctions and No Exportation Clause
I. Export Control, International Economic Sanctions and No Exportation Clause
1.1 The CUSTOMER: (i) acknowledges and agrees that the export of the products procured from RDZ outside the customs territory of the EU and/or towards certain entities or destinations could be subject to control by competent authorities; (ii) represents and warrants to have put in place all the necessary measures to comply with Italian, EU, UK and/or US laws and regulations on export control and international economic sanctions and undertakes not to export such products to clients with whom it is prohibited doing business under EU, UK and/or US regulations. The CUSTOMER relieves RDZ of any liability, damage or cost that may arise from any violation of the applicable provisions concerning export control and international economic sanctions in relation to the products, or any spare parts, procured from RDZ.
The CUSTOMER acknowledges that changes to US, EU, UK or other applicable export control and sanctions laws and regulations, as well as failure to obtain any authorization, could limit or prohibit any ongoing transactions (“Excusing Event”). If, as a result of an Excusing Event: (i) the performance of the obligations of RDZ may be deemed unlawful or invalid, RDZ shall have the right to terminate with immediate effect the affected transaction, by simple written notice and without any liability or obligation of any kind in respect to the CUSTOMER; (ii) the performance of the obligations of RDZ results to be impossible or excessively burdensome, the transaction shall be suspended until the Excusing Event is terminated, while RDZ and the CUSTOMER shall endeavor to minimize the prejudicial effects of such suspension.
1.2 CUSTOMER covenants, represents and warrants that the Products supplied from RDZ will not be sold, supplied, transferred or exported, directly or indirectly (including by means of representatives, agents, distributors or any third parties), to any natural or legal person, entity or body in the Russian Federation or Belarus and/or will not transit through the territory of the Russian Federation or Belarus, or re-exported for use in the Russian Federation or Belarus, or transferred for intended final use in the territory of the Russian Federation or Belarus.
CUSTOMER covenants to ensure that a similar provision is inserted in all its contracts with third parties having as their object the Products and undertakes to promptly notify RDZ all such contracts as well as all breaches of the above covenants, representations, and warranties.
CUSTOMER acknowledges that RDZ is under a duty to notify the Italian authorities any breach of the above covenants, representations, and warranties.
In case of breach of any of the above covenants, representations and warranties by CUSTOMER at any time, RDZ shall be entitled to terminate the sale contract and all other pending sale contracts executed between RDZ and CUSTOMER pursuant to article 1456 of the Italian Civil Code by written notice, without prejudice to its right to immediately receive all the contractual consideration irrespective of any contractual delayed payment provision in the Contract and claim damages and take any legal actions.
CUSTOMER shall indemnify and hold harmless RDZ against any liability, losses, damages (including reputational damages) or costs (including any legal costs) incurred or suffered by RDZ as a result of any such breach.