This Website is operated by Tableswin, a company registered in Italy at the Companies Meneghetti Mobili S.r.l.. Our registered office is at Bassano el Grappa, Iin via Rambolina, 5, Vicenza 36061.
Our VAT number is 03658640242
You can contact us by email at email@example.com or by telephone on +39 (0) 0424 567065
1.(Formation of the sale agreement)
1.1 These General Conditions of Sale are an integral and essential part of the offer (“Offer”) sent to the Client by MENEGHETTI MOBILI S.R.L. (“MENEGHETTI”). The agreement is deemed concluded at the moment in which MENEGHETTI learns of the Client’s integral acceptance, to be made without any modification whatsoever of the Offer (“Acceptance”).The Client undertakes to provide MENEGHETTI with all the complete, correct and true fiscal and legal data of the Client, as well as to immediately notify its Acceptance to MENEGHETTI. It is hereby understood that, should the Client send to MENEGHETTI any request to modify the Offer, said request shall be deemed as a new offer and therefore subject, in any case, to the prior written acceptance by MENEGHETTI.
1.2 Under no circumstances will general conditions of any nature whatsoever, included in orders and/or in other documents sent by the Client or by third parties, be held as applicable, unless expressly accepted in writing by MENEGHETTI. The Agreement replaces any other commitment, agreement or understanding, whether oral or written, previously made between MENEGHETTI and the Client.
2.(Terms of delivery)
2.1 The terms of delivery (“Terms of Delivery”) are those indicated and/or referred to in the Offer and they start from the date in which MENEGHETTI learns of the Client’s Acceptance as per article 1.1, without prejudice of article 2.3. Under no circumstances the Terms of Delivery can be considered as of essence. Under no circumstances will possible delays by MENEGHETTI in delivering the products entitle the Client to damages, nor give to the Client a termination right and/or a cancellation right and/or non-acceptance of the product.
2.2 In case of delays in the delivery determined by a fortuitous event, force majeure and/or by other causes which cannot be ascribed to MENEGHETTI’s fraud and/or to MENEGHETTI’s gross negligence, the Client will not be entitled to compensation and/or damages, nor will the Client have a termination right, nor will the Client have the right to a price reduction with reference to the delivered products. Force majeure shall be interpreted as including, but not limited to, strikes, union agitation, lock outs, fire, prevented or delayed navigation due to negative air/sea/river conditions, electricity breakdown, short supply or absence of raw materials, delay in the delivery by the suppliers, regulation or other governmental order(s), earthquakes or other disasters of the elements, wars, embargoes, war or insurrection or any other cause beyond MENEGHETTI’s reasonable control.
2.3 When the sale of the products implies the prior transmission by the Client of specific data and information, any possible delay in said transmission with reference to the agreed terms will determine, at least, a proportional postponement of the Terms of Delivery. In any case, unless expressly otherwise agreed in writing, if, during the performance of the Agreement the Client requires in writing any technical modification of the products, on MENEGHETTI’s approval, the relevant Term of Delivery will be deemed as automatically extended for the period reasonably needed to accomplish the requested modifications, even if said modifications do not imply a price change.
Unless otherwise agreed in the Agreement, the products are delivered EX Works (EXW, Incoterms ® 2010) – MENEGHETTI’s administrative office in 36061 Bassano del Grappa (Vicenza, Italy), Via Rambolina, 5. When otherwise agreed, the Client undertakes to collect the product within and no later than the agreed term. In case of delay in the products’ collecting, the Client will bear all the expenses related to the storage in the warehouses of MENEGHETTI or of third subjects and of the products’ safekeeping as well, it being understood that the Client will bear the risk of damage, perishing, loss and/or theft of the same products as from the initial term of collecting as agreed.The Client declares and recognizes that the storage and/or custody of the products in the warehouses of MENEGHETTI are accomplished in places and/or in conditions which are suitable for the perfect conservation of the same products; the Client therefore waives to raise any plea or counterclaim to such a purpose.
4.1 The currency’s price is specified in the Offer; lacking said specification, the price is deemed to be fixed in EUR currency.
4.2 (Hardship). If, after the formation of the Agreement under art. 1.1, an extraordinary or unforeseeable event takes place, so that MENEGHETTI’s performance becomes excessively onerous pursuant to Article 1467 of the Italian Civil Code, the Client and MENEGHETTI shall renegotiate in good faith the terms and conditions of the present General Conditions of Sale, without prejudice to MENEGHETTI’s termination right pursuant to Article 1467, par. 1, of the Italian Civil Code.
4.3 Without prejudice of above article 4.2, it is hereby understood that, when the raw materials cost and/or the labour cost increase in the space of time between the formation of the Agreement and the Delivery, MENEGHETTI is entitled to increase the agreed price. The amount corresponding to the price increase will be charged to the Client by issuing an invoice to be paid by bank wire 30 days after the invoice date.
5.1 The terms and conditions of payment are those indicated and/or referred to in the Offer. Payments made by securities, bills of exchange, cheques, assignments or by other means, shall not constitute a novation of the original contractual relationships and they are accepted by MENEGHETTI subject to collection. The clearing charge, the discount charge and/or the registration-charge etc., of negotiable instruments, bills of exchange, cheques etc. are exclusively borne by the Client.
5.2 In case of lacking or partial payment of the price, MENEGHETTI shall have the right to suspend the performance of the Agreement till the complete payment of the amounts due, or till the provision of adequate guarantees. Notwithstanding the above, if the patrimonial and/or financial and/or company conditions of the Client are deemed to put the relevant payment at risk, or if the Client does not timely and exactly pay the products delivered by MENEGHETTI also with reference to other contractual relationships between the Parties, MENEGHETTI shall have also the right to suspend the performance of the Agreement or the right to terminate the Agreement.
5.3 In case of overdue for total or partial payment, MENEGHETTI shall have the right to receive the payment of interests as provided by the law (D. Lgs. 9th October 2002, no. 231 and subsequent modifications). In any case, interests accrual starts from the day which follows the receipt, by the Client, of MENEGHETTI’s formal notice to pay (“costituzione in mora”). In case of termination due to the breach of the Agreement by the Client, MENEGHETTI shall be entitled to a penalty equal to 35% of the agreed price, without any prejudice to MENEGHETTI’s right to claim for further damages. 5.3 Under no circumstances shall possible vices and/or defects of the products, even if expressly acknowledged by MENEGHETTI, a well as possible delays in respect of the agreed delivery dates, give the Client the right to suspend the relevant payments and/or any other payment due to MENEGHETTI in accordance to the present Agreement or in accordance to other contractual relationships (“solve et repete” clause).
5.4 In nessun caso, eventuali vizi e/o difetti dei prodotti, quand’anche espressamente riconosciuti da MENEGHETTI MOBILI, nonché eventuali ritardi rispetto ai Termini di Consegna, conferiranno al Cliente la facoltà di sospendere i relativi pagamenti, e/o qualsiasi altro pagamento dovuto a MENEGHETTI MOBILI in forza del presente Contratto o di altri rapporti contrattuali (clausola “solve et repete” ex art. 1462 c.c.).
5.5 Unless having first completely paid the price to MENEGHETTI, the Client undertakes not to grant the product as securities. The non-performance of this obligation by the Client shall give a termination right to MENEGHETTI.
6.(Retention of title – no acts of disposition)
6.1 In case of payment by instalments, the delivered products shall be in the ownership of MENEGHETTI till the complete payment of the price; the Client therefore undertakes to keep the products in perfect conditions of conservation and saleability. The Client authorises MENEGHETTI to accomplish, at the Client’s expenses, any formality which is necessary in order to oppose the retention of title to third parties.
6.2 The lacking payment of one single instalment exceeding the tolerance prescribed by Article 1525 of the Italian Civil Code (one eight of the price) shall determine the forfeiture of the benefit of time and it shall give to MENEGHETTI the termination right pursuant to Article 1526 of the Italian Civil Code.
6.3 In case of payment by instalments, should the delivered products be affected by possible enforcement measures taken by third parties, notwithstanding their proper names, the Client shall immediately communicate it to MENEGHETTI by return receipt registered letter. Lacking said communication, MENEGHETTI shall have the right to immediately terminate the Agreement.
6.4 In case of termination of the Agreement under article 6.2 or under article 6.3, MENEGHETTI shall have the right to acquire the paid instalment/s as indemnification and equal compensation for the use of the products. The above provision shall affect in no manner whatsoever the right of MENEGHETTI to claim for further damages.
7.(Warranties and claims)
7.1 MENEGHETTI warrants the absence of any vices and/or defects in the products in accordance with the applicable law. If the possible Clients’ claims as to the existence of vices/defects in the products are well-founded and accepted by MENEGHETTI in the warranty period, MENEGHETTI shall repair the vice/defective products for free, by delivering them EX Works (EXW, Incoterms ® 2010) – MENEGHETTI’s administrative office in 36061 Bassano del Grappa (Vicenza, Italy), Via Rambolina no. 5. It is agreed that the warranty here above is limited to the vices/defects of the products expressly acknowledged and accepted by MENEGHETTI.
7.2 Under penalty of cancellation of the warranty, the Client shall notify in writing, by registered letter with return receipt, the found vices/defects within and no later than 8 (eight) days as from the delivery date, or, in case of hidden vices/defects, within and no later than 8 (eight) days as from the date of the relevant discovery. The burden of the proof as to the date of the discovery shall be borne by the Client.
7.3 The warranty shall be excluded if the vices and/or the defects communicated by the Client have been determined by the following causes: (i) mistakes in the information and/or in the technical data provided to MENEGHETTI by the Client in accordance to article 2.3; (ii) repairs, alterations and/or modifications of the products which have not been previously authorised in writing by MENEGHETTI; (iii) storage and/or safekeeping of the products in places and/or with modalities inadequate for their perfect conservation; (iv) any other cause which cannot be directly ascribed to MENEGHETTI.
In the pre-contractual phase and/or in the performance of its obligations, MENEGHETTI may transmit to the Client some information or data having a strictly confidential nature and related to the products, such as, without limitation of the foregoing, preliminary projects, software, processing, methods, procedures and corresponding sketches, inventions, instructions manuals, techniques and related technologies, marketing plans (“Confidential Information”). By the Acceptance, the Client undertakes to receive and to keep the Confidential Information as confidential and secret. The Client undertakes not to reproduce, disclose, or in any way use – whether directly or indirectly – the Confidential Information, whether for its purposes or for third parties’ purposes. The Client undertakes to perform the confidentiality obligations under this article also on behalf of its shareholders/quotaholders, employees, managers, directors, consultants, agents or other subjects linked to and/or dependent upon the Client, also on an occasional basis, to whom the Confidential Information may be disclosed. The Client undertakes to return to MENEGHETTI the Confidential Information as soon as the Client does not need them anymore and, in any case, when MENEGHETTI so requires in writing. The Client undertakes not to make any copy, not even an electronic copy, of the Confidential Information, nor in whole nor in part. The Client expressly acknowledge the importance of the Confidential Information for MENEGHETTI’s activity and therefore the Client acknowledges that any and all violation of the confidentiality obligations under this article leads not only to a contractual breach, but also to an act of unfair competition. No provisions of these General Conditions of Sale may, directly or indirectly, entitle the Client to any rights or interests whatsoever on the Confidential Information. The Client undertakes to abstain from filing any patent application and/or model application which involves the Confidential Information. Should the Client breach the confidentiality obligations under this article, the Client shall pay to MENEGHETTI all the relevant damages.
Any taxes, tariffs, duties, customs, fees, tolls, licenses, authorizations, leaves and/or other fiscal and/or customs and/or administrative burdens, notwithstanding their names, provided for by the law of the State in which the products are imported and/or by the law of the State in which the products will be resold (“Taxes”), are completely and exclusively borne by the Client. Under no circumstances shall any delay in the payment of the Taxes shall give to the Client a termination right, nor shall entitle the Client to claim for damages. The Client expressly waives to raise any claim, plea, exception and/or counterclaim in this regard.
The present Agreement cannot be assigned, not event partially, by the Client, unless MENEGHETTI gives its prior written consent. MENEGHETTI reserves the right to assign, totally or partially, the present Agreement, by sending a prior written notice to the Client..
The present General Terms and Conditions of sale are written in Italian, to be considered as the sole binding text. In case of translation into foreign languages, the relevant texts shall be held as mere working papers
The articles’ titles in the present General Conditions have a mere indicative and do not imply any restriction to what is therein provided for..
The circumstance that MENEGHETTI does not enforce, in any moment, its right/s in accordance with one or more clauses of the Agreement shall not be interpreted as a general waiver to said rights, nor shall it prevent MENEGHETTI from afterwards requiring their timely and exact compliance.
The possible invalidity or ineffectiveness of any provisions of these General Conditions of Sale, for any reason whatsoever, shall not imply the invalidity of the whole Agreement nor the invalidity of any other contractual provisions which are non directly linked to and/or dependent on the clause to be held null or ineffective.
15.(Sole court – reimbursement of the legal fees and expenses)
15.1 For any dispute related to the interpretation, execution and/or termination of the Agreement the sole competent court shall be exclusively the Court of Vicenza (Italy).
15.2 For any dispute related to the interpretation, execution and/or termination of the Agreement, the winning party shall be entitled to receive, by the losing party, the reimbursement of any and all costs, expenses and legal fees, to be calculated in a reasonable way, borne as a consequence of the dispute.
The Italian law is applicable to the Agreement, it being understood that the application of the United Nations Convention on the International Sale of Goods (Vienna Convention 11th April 1980) is in any case excluded.