1. Definitions
In the context of these general terms and conditions of sale, the terms specified below with initial capital letters have the following meanings:
Customer/s or Buyer/s: individual/s intending to purchase Products manufactured by Everlasting.
General Conditions: these conditions governing the terms and conditions under which Everlasting sells the Products to the Customer.
Contract: these General Conditions and the Offer Form, collectively considered.
Everlasting or Seller: Everlasting S.r.l.
Offer Form or Offer: document containing the personal data and administrative information relevant to the Customer, as well as the object and economic conditions of the sale, payment and billing methods, delivery methods and date of the Products, and and any further applicable reference or detail, valid as a contractual proposal formed in accordance with and for the purposes of Article 1326 of the Civil Code.
Parties: Everlasting and the Customer.
Products: refrigeration equipment and machinery of any kind and type manufactured by Everlasting and offered for sale under the Contract.
2. General Provisions
2.1 These General Conditions govern all sales concluded by Everlasting with Customers, without the need for express reference to them within each individual Contract.
2.2 Any agreements deviating from what is established by these General Conditions are opposable to Everlasting only and exclusively to the extent resulting from a written agreement.
2.3 These General Conditions take effect in relation to sales concluded as of June 1st, 2024.
3. Object of the Contract
3.1 The object of the Contract is the sale of the Products described in the Offer Form, under all the specific conditions specified therein.
4. Formation and Conclusion of the Contract
4.1 Following the Customer's expression of interest in concluding the Contract, Everlasting transmits to the Buyer the Offer Form duly signed and, thus, valid as a contractual proposal formed in accordance with and for the effects of Article 1326 of the Civil Code, with a validity period of twenty days from the date of transmission to the Customer.
4.2 Upon expiry of the aforementioned period referred to in Article 4.1 - and thus in the absence of acceptance by the Customer within twenty days - the proposal contained in the Offer Form is deemed automatically revoked and, in any case, devoid of any legal effect.
4.3 The Contract is concluded upon receipt by Everlasting of the Offer Form signed for acceptance by the Customer, subject to what is established in the preceding Article 4.2.
4.4 Following the conclusion of the Contract, any requests from the Customer to modify, in whole or in part, the Products that are the subject thereof may only be accepted if made in writing and, in any case, at the sole discretion of Everlasting.
4.5 In the event of Everlasting's acceptance of the Customer's request to modify the Products subject to the already concluded Contract, the Seller shall transmit to the Buyer a new Offer Form valid as a new contractual proposal under Article 1326 of the Civil Code, with a validity period of twenty days from the date of transmission to the Customer.
4.6 In the event referred to in the preceding Article 4.5, the provisions of Articles 4.2 and 4.3 shall apply, mutatis mutandis, with it being understood and agreed between the Parties that, upon receipt by Everlasting of the Offer Form referred to in Article 4.5 signed for acceptance by the Customer, the obligations arising under the Contract shall be deemed novated in accordance with and for the purposes of Article 1230 of the Civil Code.
5. Right of Withdrawal
5.1 Pursuant to and for the purposes of art. 1373 of the Civil Code, the Buyer has the right to withdraw from the Contract as long as Everlasting has not commenced the production process of the Products that are the subject thereof.
5.2 The right of withdrawal is exercised by the Customer, under penalty of ineffectiveness, by registered letter with acknowledgment of receipt or certified email to be sent to Everlasting at the addresses indicated in the subsequent art. 17.1.
5.3 In the event of exercising the right of withdrawal, the Customer is obliged to pay to Everlasting, as a penalty clause pursuant to Article 1373, third paragraph, of the Civil Code, an amount equal to 20% of the total taxable amount indicated on the Offer Form.
6. Consideration, Payment Methods and Terms, Interest
6.1 The sales prices displayed in the Offer Form, unless otherwise agreed in writing between the Parties, are understood to be Ex Works (i.e., with transportation costs borne by the Customer) and inclusive of standard packaging expenses for the Products, as defined in the subsequent Article 9.1.
6.2 Payment of the consideration for the sale of the Products, increased by any bank collection charges (which are always borne by the Buyer), must be made by the Customer in the manner and within the deadlines specified in the Offer Form.
6.3 In relation to sales of non-standard Products (special and/or customized and/or made-to-order equipment), the Customer is nonetheless required to pay Everlasting, concurrently with the conclusion of the Contract, a down payment equal to 30% of the total consideration for the sale or any different higher or lower down payment indicated on the Offer Form.
6.4 In case of delay in payment of the consideration for the sale compared to the deadlines specified in the Offer Form, the Customer is required to pay the Seller interest at the rate determined in accordance with Article 5 of Legislative Decree no. 231/2002 in force from time to time, in addition to any related and consequent expenses, including but not limited to banking and legal expenses.
7. Products, Accessories and Spare Parts
7.1 The entire range of Products manufactured and offered for sale by Everlasting, along with their components and technical specifications, is published in the Seller's catalogs/price lists and on the website www.everlasting.it.
7.2 The data and technical characteristics of the Products (including, but not limited to, weight, dimensions, etc.) as published above are purely indicative, and Everlasting does not guarantee their accuracy in any way.
7.3 During the execution of the Contract, Everlasting reserves the right to make any changes and/or improvements to the Products that, under its sole discretion, may be necessary or appropriate from a technical perspective, without this entailing any alteration or modification of the essential characteristics of the Products themselves.
7.4 In the event described in the preceding art. 7.3, any liability of the Seller towards the Customer is therefore excluded.
7.5 Any provision of optional components in addition to the standard equipment of each Product, as indicated in the documentation published pursuant to the preceding Article 7.1, must be specified in the Offer Form.
7.6 Without prejudice to the methods of formation and conclusion of the Contract, as specified in art. 4 of these General Conditions, with regard to the sale of spare parts for the Products, the Customer is required to provide Everlasting in advance with the serial number of the equipment printed on the silver label affixed to the back of each of them. Only in exceptional cases and at its sole discretion, Everlasting agrees to conclude the Contract for spare parts identified by means of photographic or video evidence, provided that in the latter case, if the component subject to the sale does not correspond to what the Customer desired, the Seller is exempt from any liability and is not obliged to replace it.
7.7 It is understood between the Parties that, contrary to what is established in art. 6.1 of these General Conditions, in the event that the Contract concerns the sale of spare parts whose total taxable cost is equal to or less than €80.00, the cost of packaging is nevertheless borne by of the Customer, and Everlasting applies a surcharge of €15.00 as a "order management fee".
8. Testing and Use of the Products
8.1 Each piece of equipment manufactured and offered for sale by Everlasting is subject to testing to verify its correct operation in accordance with the parameters specified in the documentation referred to in the preceding art. 7.1 and in the instruction manual provided with each Product.
8.2 Everlasting shall not be liable in any way for the use of the Products by the Customer in a manner not conforming to the operating parameters as published above.
9. Packaging of the Products
9.1 Standard packaging refers to that on pallets, complete with cardboard, polystyrene, and protective polyethylene film. The cost of standard packaging is included in the sale price of the Products pursuant to art. 6.1 of these General Conditions.
9.2 Crate packaging refers to packaging made to measure with wooden planks interspersed with empty spaces.
9.3 Box packaging refers to packaging made to measure with a fully enclosed wooden structure.
9.4 Any order for packaging as referred to in Articles 9.2 and 9.3 - the costs of which are published in the price list of the Products - must be specified in the Offer Form.
10. Transport and Delivery of the Products
10.1 Notwithstanding the provisions of Article 6.1 of these General Conditions, the delivery and shipment of the Products subject to the Contract by Everlasting occur through one of the following alternative methods, in accordance with what is indicated in the Offer Form:
a. transportation by the Seller's means and delivery by the Seller to the Customer;
b. merchandise pickup at Everlasting through a carrier or freight forwarder chosen and appointed by the Customer ("Freight Collect");
c. delivery by Everlasting through a carrier or freight forwarder chosen and appointed by Everlasting ("Delivered at Place”).
10.2 In cases referred to in letters b. and c. of the preceding art. 10.1, all expenses and risks associated with the shipment and delivery of the Products remain entirely borne by the Customer in accordance with arts. 1475 and 1510 of the Italian Civil Code, so Everlasting is discharged simultaneously upon delivery of the Products to the carrier or the appointed carrier.
10.3 In the case referred to in letter c. of the preceding art. 10.1, the Customer cannot raise exceptions or disputes of any kind against Everlasting in the event of increases in transportation costs occurring after the conclusion of the Contract and attributable to the carrier or the appointed carrier.
10.4 In the event of Products being transported in containers, only if previously requested by the Customer, Everlasting, at the time of delivery to the carrier or freight forwarder, takes photographic evidence to certify the perfect match between the Products listed in the Offer Form and those actually delivered.
10.5 The delivery terms indicated in the Offer Form are to be considered entirely indicative and non-binding for the Seller.
10.6 Nevertheless, Everlasting's liability pursuant to art. 1218 of the Italian Civil Code is excluded in case of delay or non-performance not attributable to it but dependent, for example and not exhaustively, on strikes, interruptions in the supply of energy and services, severe weather events, machinery breakdowns, etc.
11. Warranty
11.1 Everlasting guarantees the Customer against defects and non-conformities of the Products subject to the Contract for a period of twelve months from the delivery date, which coincides with that indicated on the transport document (DDT).
11.2 The Customer, under penalty of forfeiture of the warranty, is required to report the obvious defects - i.e., those easily recognizable through a non-accurate examination, such as visible damages, etc. - within eight days from delivery.
11.3 The Customer, under penalty of forfeiture of the warranty, is also required to report hidden defects - i.e., those not easily recognizable through a superficial check - within eight days from their discovery and, in any case, within one year from delivery.
11.4 In both cases referred to in arts. 11.2 and 11.3 of these General Conditions, the Customer's report is considered validly formulated only if made in writing, sent by registered letter with acknowledgment of receipt, registered email, or email to the addresses indicated in the subsequent art. 17.1 and containing the serial number of the equipment (indicated on the silver label on the back of the Product) and the specification of the components considered defective and/or faulty.
11.5 Only in exceptional cases and at its sole discretion, Everlasting agrees to replace components under warranty identified by means of photographic or video evidence, provided that in the latter case, if the component subject to replacement does not correspond to the defective one, the Seller is exempt from any liability and is not obliged to make further replacements.
11.6 Defective and/or faulty components covered by the warranty are replaced free of charge by the Seller under the conditions specified in arts. 11.7 and 11.8 herein.
11.7 Following a report made in accordance with the preceding art. 11.4, the Customer sends, at its own expense and risk, the component considered defective and/or faulty to Everlasting's premises at the address indicated in the subsequent art. 17.1. After conducting the necessary checks, if the Seller finds, at its sole discretion, the existence of the alleged defects, it will replace the defective component under warranty at its own expense. Otherwise, Everlasting will return the component considered not defective to the Customer at the latter's expense.
11.8 In highly exceptional circumstances and in derogation from what is established in the preceding art. 11.7, if the Customer should express to Everlasting the need to urgently receive the component considered defective and/or faulty, the Seller, at its sole discretion, has the option to proceed with the replacement under warranty using one of the following alternative methods:
a. Everlasting sends, at its own expense, the component subject to replacement to the Customer; within fifteen days from receiving the new component, the Customer sends, at its own expense, the allegedly defective and/or faulty component to the Seller. After conducting the necessary checks, if Everlasting does not find, at its sole discretion, the alleged defects, it will invoice the Customer for the cost of the component and the related transportation expenses.
b. Everlasting sends the component subject to replacement to the Customer, subject to prior payment of the price and related transportation expenses by the Customer; within fifteen days from receiving the new component, the Customer sends, at its own expense, the allegedly defective and/or faulty component to the Seller. After conducting the necessary checks, if Everlasting finds, at its sole discretion, the alleged defects, it will credit the Customer for the cost of the component and transportation, as previously paid.
11.9 Defective or faulty components replaced under warranty are considered the property of Everlasting.
11.10 It is understood between the Parties that only defective and/or faulty components are covered by the warranty, with express exclusion of the labor necessary for their assembly and disassembly, which remains the responsibility of the Customer.
11.11 The following are also expressly excluded from the warranty:
a. discrepancies and defects in the Products resulting from incorrect and/or non-compliant use thereof compared to the instructions provided in their respective user manuals and thus not attributable to the Seller;
b. discrepancies and defects in the Products resulting from tampering or unauthorized technical intervention by Everlasting;
c. control electronics, glass, lamps, and pin-type temperature probes.
12. Exclusion of Everlasting's Liability
12.1 Without prejudice to further cases of exclusion of the Seller's liability as provided in Articles 7.4, 7.6, 8.2, 10.3, 11.5 of these General Conditions, Everlasting's liability for damages, both pecuniary and non-pecuniary, arising directly or indirectly to the Customer or third parties as a result of defects, faults, or malfunctions of the Products or certain components thereof, is expressly excluded.
13. After-sales Assistance
13.1 Everlasting does not provide any after-sales service for the Products, let alone on-site, even if requested during the validity of the warranty for defects.
14. Customer's Obligations and Declarations
14.1 The Customer declares that it enters into this Contract within the scope of its business or professional activity and that, therefore, the provisions of Legislative Decree 206/2005 for the protection of consumers do not apply to it.
14.2 The Customer undertakes to communicate to the Seller any changes to their personal data and contact details, including email address. Any changes to the Customer's addresses and contact details indicated in the Offer Form and not communicated to Everlasting are not opposable to the Seller.
15. Intellectual Property
15.1 The business trademarks "Everlasting," "Cold Mark," and "Meatico by Everlasting" are and remain the exclusive intellectual property of Everlasting. The purchase of the Products does not entail any transfer of rights to these trademarks, nor any license to use them in favor of the Customers.
15.2 Pursuant to and for the purposes of the combined provisions of Articles 20 of the Industrial Property Code and 2572 of the Civil Code, the Purchaser is also prohibited from suppressing, modifying, or altering in any way the trademarks of the Products subject to this Contract.
16. Final Provisions
16.1 This Contract cancels and replaces any other previous understanding or agreement that may have existed between the Seller and the Customer. No modification, postscript, or clause added to the Contract is valid and effective between the Parties unless specifically and expressly approved in writing by both.
16.2 The possible ineffectiveness and/or invalidity, total or partial, of one or more clauses of the Contract shall not affect the validity and effectiveness of the others, which shall be deemed fully valid and effective.
17. Communications
17.1 All communications from the Customer relating to the Contract, including those concerning changes to the Customer's addresses and contact details, must be addressed to:
Everlasting S.r.l. Strada Nazionale Cisa, km. 161
46029 – Suzzara (MN)
via registered mail with return receipt requested or to the email addresses everlasting@everlasting.it;
everlasting@pec.it.
18. Applicable Law and Competent Court
18.1 The Contract is governed exclusively by Italian law.
18.2 For any dispute concerning the interpretation, execution, and resolution of this Contract, the Court of Mantova shall have exclusive jurisdiction, with the express exclusion of any other alternative and/or concurrent court.
REV.09/24
