Ronda S.p.A. with registered office at Via Vegri 83, Zané (Vicenza, Italy), tax code and VAT number 00793310244, states that all sales of products manufactured and/or marketed by Ronda S.p.A. under the “ROK” brand will be regulated exclusively by the following agreements and conditions:
1.1 In the present General Sales and Supply Conditions (hereinafter referred to simply as the “Sales Conditions”) the following definitions will apply for the terms below:
- “Seller”: the Ronda S.p.A. company, with registered office at Via Vegri 83, Zané (Vicenza, Italy), tax code and VAT number 00793310244;
- “Product/s”: kitchens, components, accessories, and other items manufactured and marketed by the Seller under the “ROK” (Reinventing Outdoor Kitchens) brand;
- “Buyer”: any company (comprising, by way of non-exclusive example, commercial enterprise, distributor, retailer) or legal entity that purchases Products from the Seller as defined above;
- “Order/s”: individual purchase proposals for Products sent by a Buyer to the Seller by fax, e-mail, or certified electronic mail, or by another means of digital communication acknowledged/authorized by the Seller;
- “Sale/s”: individual sale, supply, or procurement contracts comprising the Products as defined above, agreed between the Seller and a Buyer following receipt by the latter of a final Order Confirmation from the Seller (as more precisely specified in the following Art. 3.2).
2) Scope of application
2.1 Any Sale, as defined in Art. 1.1 (v), is regulated by the present Sales Conditions, published on the Seller's website “www.rok-italia.com” and understood as explicitly accepted by the Buyer upon submission of an Order. This also applies in the hypothesis of an Order being received by an alternative means (for example, deriving from the activity of an agent of the Seller).
2.2 The Sales Conditions agreed pursuant to the previous paragraphs will also apply for all subsequent Sales transactions between the same Parties, up until explicit revocation by the Seller.
2.3 Any amendment or supplement to the present Sales Conditions, and likewise any conflicting and/or ulterior conditions provided for in the General Purchase Conditions of a Buyer, will only be valid if agreed in writing by both Parties.
3) Ordering and conclusion of contract
3.1 The Buyer is responsible for checking the suitability of the goods object of their Orders relative to their requirements and the foreseen place of delivery.
3.2 After receipt of an Order, the Seller will send the Buyer a pre-confirmation including drawings of the composition, layers, and any non-standard dimensions of the ordered goods. The Buyer must check, confirm, and return - according to the methods set out in Art. 1.1 (iv) - the pre-confirmation to the Seller signed for full acceptance (including the penalty clauses included at the end of the contract, pursuant to Art. 1341 of the Italian Civil Code), within and not later than 30 working days of receipt. Once received and accepted by the Buyer, the Seller will send a final Order Confirmation by e-mail, which will include specification of the week indicatively foreseen for the consignment of the goods.
In all cases the Sale is deemed to be concluded only when the Buyer receives the final Order Confirmation from the Seller, communicated in the forms mentioned above. From that time onwards the Seller will not accept any changes or cancellations to the order.
In all cases, conclusion of contract is excluded on the basis of implication (or failure to expressly refuse an Order) by the Seller.
3.3 In any cases of contradiction between the contractual provisions of the abovementioned documents, prevalence will apply according to the following declining hierarchy:
- A written agreement, possibly also subsequent to the final Order Confirmation, in which the Parties agree terms and conditions diverse or additional to the content of the present Sales Conditions;
- For anything not included in the above and any other written agreements, the final Order Confirmation;
- The present Sales Conditions.
4) Consignment and transport
4.1 Unless otherwise agreed in writing between the Parties, the Products are sold carriage forward.
4.2 The transfer of the risks of theft, fire, perishing, or third party claims on the Products comes about upon communication of availability of the Products (also communicated simply by dispatch of invoice). If the Buyer fails to collect the goods within 7 days, the Seller reserves the right to charge an amount equal to 1% of the value of the goods for every additional day of delay on account of storage.
4.3 If the Buyer fails to arrange collection within the abovementioned 30 days, the goods will be invoiced in full with forfeiture of payment terms for the Buyer, pursuant to Art. 1186 of the Italian Civil Code. Furthermore, the contract will be deemed automatically terminated upon simple written declaration by the Seller, who will retain any sums already paid on account for any greater amounts due for the cost of storage, and as compensation for any damage resulting from the breach of contract by the Buyer.
4.4 The Seller bears no responsibility for damage to Products and/or other property or persons resulting from Product loading operations, also in cases of transport by a carrier chosen by the Seller.
5.1 The Seller undertakes to deliver Products in compliance with the contract and with applicable standards in Italy and Europe.
5.2 The Seller reserves the right, even after conclusion of contract, to modify, at any time and without the need for prior warning, (i) their suppliers and/or, (ii) the technical-constructional characteristics of Products, materials and processing that do not significantly change the design and aesthetics of the Products, whenever this is necessary to produce state-of-art Products. Consequently, under this hypothesis, ordered goods (including household appliances fitted in supplied Products) may undergo modifications in characteristics, design, and materials; in such cases the agreed price may be suitably adjusted but with the exclusion of any form of responsibility and/or obligation of restoration by the Seller.
5.3 The colours and technical features of the Products presented in catalogues, price lists, "use and maintenance" booklets, or any other advertising or explanatory documentation regarding the Products must be considered as merely indicative.
6) Acceptance of Products
6.1 The Buyer must check Products and the condition of packing materials at the time of collection at the Seller's warehouse, or when the Products are consigned to them by the Carrier, if transport was affected by the latter.
6.2 The Seller is free of all responsibility for any differences or obvious defects reported after 8 days from the collection of the Products at the Seller's warehouse, or after delivery by the Carrier, if transport was affected by the latter.
7) Accessory services
7.1 As provided for in Art. 8.4 of the present Sales Conditions, assembly and installation of the Products are the responsibility of the Buyer and/or any subsequent buyers or installers, with the Seller being free of all responsibility for the same.
8.1 As provided for in Art. 8.2 below, the Seller guarantees the Products of their ROK branded collections against any obvious faults or defects reported by the Buyer in writing by e-mail, within the terms of Art. 6.2, as well as any hidden manufacturing faults/defects reported by the Seller in writing by e-mail within 8 (eight) days of discovery. The guarantee against defects extends for 24 (twenty-four) months starting from the date of the receipt, fiscal invoice, and/or delivery note to the Buyer of the Product.
8.2 In cases pursuant to Art. 8.1, whenever a manufacturing fault/defect is acknowledged by the Seller, the latter, after presentation of the guarantee certificate by the Buyer, will replace the defective Product free of charge in the shortest possible time, on the condition that the Buyer - on request from the Seller - returns the materials object of contestation within 60 (sixty) days from the date of identification of said manufacturing defect. The guarantee is agreed as ex works of the Seller, and consequently the Buyer is responsible for transport expenses for defective Products.
8.3 For any replacement parts, the terms for reporting defects are the same as those set out in Art. 8.1, with the specification that the guarantee for hidden defects expires at the same time as the original guarantee.
8.4 The abovementioned guarantee (obligation of replacement) expires immediately:
- If assembly or installation was conducted by individuals unqualified pursuant to the standards in force of the country of use and not in compliance with the installation manual;
- If the Products were wrongly installed, tampered with, processed, modified, repaired, or overloaded on the initiative of the Buyer or third parties;
- If the Products were not used with normal due diligence and for the purposes for which they were designed;
- If the Products are not suitably stored and subject to regular maintenance in compliance with the rules set out in the relative manual of instructions, use and maintenance; as, for example, if electrically powered appliances are not installed and maintained with adequate protection from weather.
8.5 The guarantee does not extend to damage and defects that are not attributable to poor quality materials, defective construction, or imperfect manufacture (for example, the Seller is not responsible for normal wear and tear of Products).
8.6 It is understood that the following are not classed as defects:
- Lack of uniformity of colour, colour shade, and texture;
- Possible alterations in colour and dimensions over time, and any cracking that might occur in cedar wood finishing, this being a "living" material and as such subject to possible transformation, especially over the initial months.
- The inevitable minor differences in colour shade and brilliance that all materials and all finishes can exhibit over time, due to ambient or artificial light, contact with vapours, or ageing. These variations might be more obvious in the case of subsequent additions to an initial order: this cannot constitute due cause for contestation or return of Products.
- Possible variations in the planarity of assemblies that include wooden surfaces.
8.7 It is agreed that the guarantee pursuant to Art. 8.2 (replacement) must be considered to include and substitute all other forms of guarantee or responsibility. Consequently, save cases of fraudulence and gross negligence, the Buyer is never entitled to terminate or nullify (even partially) the contract, nor to request associated compensation for presumed direct or indirect damages (including those to property or third parties) associated with defects, nor to suspend payment for contested Products.
8.8 Electrical appliances: the electrical appliances are finished goods that perform specific functions independently of the composition of the assemblies inside of which they are fitted, and they are covered by guarantees provided directly by the relevant manufacturing companies, to whom the Buyer must refer for any identified defects. Their assembly and installation must be conducted by qualified personnel in compliance with the standards in force in the country of use and according to the installation manual.
9) Limitations of liability
9.1 The Seller is free of all responsibility for cases in which their incidental failed or delayed contractual compliance derives from:
- Causes outside of their control, including - by way of non-exclusive example - failed, delayed, defective, or insufficient provision of goods, materials, energy, or services by suppliers; breakage or operational failure of machinery, installed systems, and in general any impediments to production not imputable to the company;
- Force majeure, including - by way of non-exclusive example - fires, compliance with laws, regulations, or administrative or legal rulings, industrial action, acts of war, revolts, embargos, public uprisings or similar events, natural disasters, circumstances that substantially modify market conditions, or any other causes outside of the control of the Seller.
9.2 Whenever due to a cause pursuant to the paragraph above, the Seller is unable to supply Products, in whole or in part, they are required to communicate to the Buyer the existence of said cause as soon as possible, and in all cases not later than 24 (twenty-four) hours from the time in which the same came into force.
9.3 For the entire duration of such situations, the Seller's obligations are deemed to be suspended.
9.4 Whenever the cause for non-fulfilment/delayed fulfilment, pursuant to paragraph 9.1 par. a) or b), persists for more than 60 (sixty) days, the Buyer, save the obligation for full payment on request of the price of Products already delivered or ready for delivery, may withdraw from the contract for the portion as yet not completed, by written communication to the Seller by registered post with recorded delivery, anticipated by fax or e-mail. In all cases the Seller will not be liable in any way for compensation to the Buyer for incidental direct or indirect damages, associated with or deriving from the delayed or failed execution of the contract.
9.5 The Seller is not liable for any dimensional and service system variations not included in the layouts provided and/or introduced after any inspections effected by the Seller's operators. The Seller is likewise not liable for cases in which the total or partial installation of purchased Products is inhibited by incidental obvious or hidden defects in building or technical structures.
10) Statement regarding the safety and maintenance of electrical appliances
10.1 The Buyer declares that they were suitably informed regarding the installation, safety, and maintenance of the electrical appliances supplied with the kitchen object of the order.
The Buyer specifically acknowledges receiving and consulting the catalogues and use and maintenance booklets for the electrical appliances, and understands that the appliances must be installed by qualified personnel, in compliance with the manual of use and maintenance and applicable regulations, and that they must be correctly maintained and housed in suitable ambient conditions (e.g. protected from atmospheric agents, water mist and leaks, excessive sources of heat and humidity).
11.1 The Seller is entitled to withdraw in whole or in part from pre-confirmed Orders, as well as from those under definition, with prior warning of 14 days. In such cases the Buyer is not entitled to compensation or refunds and must, if requested, pay for any materials already finished or under production, accepting delivery of the same and covering any incidental price increases.
12.1 Unless otherwise provided for in the final Order Confirmation, or unless otherwise expressly provided for in an agreement prevalent pursuant to Art. 3.3 letter i, offers and price lists issued by the Seller are taken to be in Euro.
12.2 The Seller reserves the right to modify prices, unilaterally and without prior warning, whenever adjustment becomes necessary due to circumstances outside the control of the Seller (by way only of example: increased costs of raw materials or labour, changes in currency exchange rates). Such modifications will be communicated to the Buyer and come into effect for all Orders received by the Seller after the date of said communication to the Buyer.
12.3 Unless otherwise provided for in the final Order Confirmation, or unless otherwise expressly provided for in an agreement prevalent pursuant to Art. 3.3 letter i, the list and/or contractually agreed prices are always carriage forward, net of VAT and any duties, taxes, or other charges or expenses (by way only of example: disassembly, transport, installation).
13) Payment conditions
13.1 Payments must be effected by the means and within the terms indicated in the pre-confirmation Order.
13.2 In cases of delay or irregularity (even partial) in payment, the Buyer, in addition to losing all rights to any discounts, will be liable to pay legal interest against arrears as stipulated in Art. 5 of Leg. Dec. 231/2002 of the Italian Civil Code as amended, starting from the foreseen due date of payment and up until full settlement of the amount due.
In the same hypothesis, the Seller further retains the right to:
- Require advanced payment for Orders already invoiced;
- Demand compensation for any greater damages pursuant to Art. 1224, paragraph 2 of the Italian Civil Code;
- Suspend or cancel all Orders already confirmed (even if not relevant to the payment in question);
- Terminate the contract pursuant to the provisions of the following Art. 15 (Express termination clause);
- Unilaterally modify the methods and terms of payment originally agreed, conceding payment extensions, or modifying the originally agreed payment instalments, or, on the contrary, demanding immediate payment of the amount due in a single instalment with resulting loss of the benefit of payment terms by the Buyer.
13.3 Payments must be made without any deductions for compensations or requested refunds. Any disputes that might emerge between the Parties do not afford the Buyer any right to suspend or delay payments due, the relevant clause of Art. 1462 of the Italian Civil Code being expressly agreed in favour of the Seller.
14) Reservation of title
14.1 Save the provisions of Art. 4.6 regarding the transfer of risk, the Seller reserves ownership of Products consigned to the Buyer up until full settlement of the agreed price.
14.2 Up until full settlement, the Buyer undertakes to maintain the goods in pristine condition, abstaining from any actions that could damage or destroy them, without transferring ownership or in any way disposing of the same (for example, committing the goods as security) without prior written consent from the Seller. If the Buyer violates even a single of these obligations, the contract is deemed to be automatically terminated due to the fault of the Buyer, by way of simple written statement of the Seller's intention to avail of the express termination clause pursuant to the provisions of the following Art. 15.
15) Express termination clause
15.1 The contract will be automatically terminated pursuant to Art. 1456 of the Italian Civil Code, by way of simple written declaration of the Seller's intention to avail of the present express resolution clause, whenever the Buyer:
- Defaults or delays payments due;
- Delays or omits to collect Products within 30 (thirty) days from the date of availability of the same as indicated by the Seller;
- Is subjected to liquidation or any form of settlement procedure;
- Fails to fulfil any of the obligations, prohibitions, and forecasts stipulated in the present Sales Conditions and fails to remedy the same within 7 days of a request to do so from the Seller.
In all cases the Seller retains the right to additional compensation for damages.
16.1 Any company or trade secrets of the Seller and/or other confidential news and information communicated to the Buyer or, more in general, of which the latter becomes aware of as a consequence of the contract, must not be used by the Buyer for purposes extraneous to the contract, nor communicated to third parties even after the termination of the contractual relationship. If the Buyer is a commercial entity, they must guarantee compliance with these obligations not only by administrators but also by partners.
16.2 The Buyer further undertakes to implement all necessary measures such that the present obligation is respected by their employees, collaborators, and those who, in diverse roles, operate within their company and could become aware of confidential information, assuming direct responsibility in cases of any violations by such individuals.
16.3 The present obligation of confidentiality will persist until such times as the confidential information becomes generally known among operators in the sector. When one or more components of the confidential information has become known, the present confidentiality obligation will remain in force in relation to such components that remain outside of the public domain.
17) Property rights
17.1 Unless otherwise and explicitly agreed in writing between the Parties, the marketed Products will bear the ROK brand.
17.2 The Seller declares that, to their best knowledge, the marketed Products do not violate patents, brands, or other industrial property rights belonging to third parties. If any such violations are contested by third parties against the Buyer, the latter must promptly inform the Seller in writing of the same and the Seller will take all reasonable necessary measures to resolve the problem. However, the Seller will not be responsible for incidental costs or damages that the Buyer might suffer as a consequence of the violation of patent, brand, or other industrial property rights belonging to third parties, save cases of fraudulence or gross negligence of the Seller.
17.3 The Buyer is entitled to use the software, drawings, know-how, and documentation entrusted to them by the Seller for the foreseen purposes, but, save written agreement with the Seller to the contrary, they may not release them to third parties, copy them, nor imitate them in any manner.
17.4 It is agreed that, save written agreement between the Parties to the contrary, the Buyer may not submit or register, for exclusive intellectual and industrial rights, inventions, procedures, or technical solutions developed by the Seller (even if developed for the Buyer) or in any way deriving from the drawings, technical specifications, information, models, and brands of the Seller.
18) Applicable legislation
18.1 The present Sales Conditions and all commercial relationships between the Seller and the Buyer referred to in the same are regulated by Italian Law.
19) Competent court
19.1 Any disputes involving and deriving from Sales or the present General Sales Conditions, without exclusion will be under the sole competence of the Civil Court of Vicenza (Tribunale Civile di Vicenza), this including any disputes regarding the validity, applicability, and execution of the derived contracts.
20) Processing of personal details
20.1. The contact and fiscal details of the two contracting Parties will be reciprocally processed by the same, in electronic or hard copy form, in order to implement the contract and more in general to enable effective management of the contractual relationship, also for the purposes of credit protection.
20.2 During the execution of the contract, the respective Parties may receive or have access to personal and contact details (addresses, company e-mails, company telephone numbers, work mobile phone numbers, etc.) of administrators, employees, and collaborators who, according to the functions and positions held, manage the contract and/or execute the same. Both Parties will retain any such personal details exclusively within the limits of what is strictly necessary for the execution of all aspects of the contract.
20.3 Such personal details will be retained up until conclusion of the reciprocal obligations object of the contract, and subsequently in compliance with the required terms for retaining business deeds and documents.
20.4 Both Parties undertake to take all necessary measures to ensure full compliance with the provisions of the European Regulation 2016/679 (GDPR) and ensure, for all parties who can be defined as “interested” pursuant to Art. 4 of the European Reg. 2016/679, the exercise of all rights listed in the Articles from 15 to 21 of said Regulation, save in all cases the limits deriving from the legitimate interests of the respective employer.
21) Final clauses
21.1 If at any time the Seller fails to enforce rights attributed in any part of the present Sales Conditions, such circumstances cannot be interpreted as a renunciation of said rights, nor does it inhibit the Seller from subsequently requiring strict and timely compliance with any obligations deriving from said rights.
21.2 The invalidity and/or nullity and/or inapplicability of a clause of the present Sales Conditions will not result in the invalidity and/or nullity and/or inapplicability of the other clauses. The Parties undertake to negotiate in good faith for a substitute clause that matches as closely as possible their original economic intentions.
The Buyer signs the present Sales Conditions for acceptance and, pursuant to Arts. 1341 and 1342 of the Italian Civil Code, specifically approves the provisions of the following Articles:
Art. 2; Art. 4, Art. 5, Art. 9, Art. 10, Art. 11, Art. 12, Art. 13, Art. 14, Art. 15, Art. 17, Art. 18, Art. 19.
Zané, 29th June 2020