Conditions of Sale rev. 01.04.2021
Art. 1.- General Terms and Definitions.
1.1.- The following terms and conditions (“Conditions of Sale”) are an integral part of all sales contracts (“Contract/s”) for Machinery, Spare Parts and Accessories (“Products”) concluded between Brema Group S.p.A. (“Vendor”) for the brand Brema Ice Makers and/or any customised machines related thereto and any Purchaser, jointly referred to as the Parties.
1.2.-Any agreements that are in contrast to the Conditions of Sale shall be agreed in writing between the Vendor and the Purchaser.
■ “Machinery”: i) ice making machines (with incorporated or modular containers); ii) ice and water/drinks dispensers; iii) ice bins.
■ “Spare Parts and Accessories” are all Products not in the Machinery category.
■ “Purchaser” the natural or legal person purchasing the Products for the purposes of their own professional activity and therefore beyond the field of application of Italian Legislative Decree 206/2005 (Consumer Code).
Art. 2.- Conclusion of the Contract.
2.1.- The Contract is deemed to be concluded when the Purchaser receives from the Vendor the written confirmation of the order submitted by the Purchaser (“Order confirmation”) which defines the binding conditions of the contract and of which these Conditions of Sale are an integral part.
2.2.- Any contrasts between the Order confirmation: and the order submitted by the Purchaser shall be disputed by the Vendor in writing within one working day following the date of the Order confirmation.
2.3.- It is specified that any quotations sent by the Vendor to the Purchaser are not binding in any way (including but not limited to quantities, prices and delivery terms) and shall always be confirmed in the Order confirmation referred to in point 2.1. .
Art. 3.- Catalogues and descriptive documents.
3.1.- The weights, dimensions, capacities, prices, performance, colours and other data in the Vendor’s illustrative documents (e.g., catalogues) are indicative. These data are not binding unless explicitly mentioned as such in the Order confirmation.
3.2.- The Vendor reserves the right to make any modifications it deems necessary to the Products without notice, provided such modifications do not reduce the value of the Products, but aim to perfect or in any case maintain the performances of the Products unchanged.
3.3.- Any drawing or technical documentation used for the production or assembly of the Products remains the exclusive property of the Vendor and may not be used by the Purchaser in any manner nor be reproduced or disclosed to third parties without the consent of the Vendor.
Art. 4.- Type of delivery and transfer of risk.
4.1.- The type of product delivery, the costs and the terms for the transfer of risk, are explicitly specified in the offers and/or the Order confirmations sent by Brema to the Purchaser.
4.2.- Under no circumstances is the Purchaser exempted from payment of the price if the goods are lost after the transfer of risk.
4.3.- The costs of unloading from the vehicle, transport onto the premises and positioning are always for the Purchaser’s account, unless otherwise agreed, even when the shipment is arranged wholly or partly by the Vendor.
Art. 5.- Delivery/Collection.
5.1.- The Vendor undertakes to promptly notify the Purchaser of any delays in the delivery of the Products in order to agree a new delivery term.
5.2.- In any case the Vendor shall not be liable for any damages arising from the early or late total or partial delivery.
5.3.- In the event of force majeure situations and/or events which prevent the compliance with the agreed delivery terms, the delivery terms agreed between the Parties shall in any case be deemed to be extended by the duration of such events. The Vendor will notify the Purchaser of any force majeure events that may occur, including but not limited to: strikes, epidemics, war, interventions or prohibitions of the Public Authorities, fires, natural disasters, lack of raw materials or labour, or generally any other event leading to the total or partial interruption of the activities of Brema Group S.p.a. or its suppliers.
5.4.- If the Purchaser independently arranges for the transport of the Products, the late collection of/failure to collect the Products in the terms agreed with the Vendor shall not exempt the Purchaser from the obligation to pay the price of the Products. The Purchaser shall also be bound to bear the costs of storage of the Products.
5.5.- At the time of delivery and prior to issuing the clearance to the carrier, the Purchaser shall check: i) that the Products delivered by the carrier correspond to what indicated in the Order confirmation; ii) the conditions of the packages, paying particular attention to any signs of knocks or tampering. Any reserves (“Reserves”) relating to the physical integrity of the packaging, or differences in quantity, shall be reported on the Transport Document (“DDT”), which must be countersigned by the carrier. A copy of the DDT shall be sent without delay to the Vendor. If no reserves are indicated on the DDT, the Purchaser shall be deemed to have fully accepted the goods received, and no compensation in respect of any damages during transportation shall be accepted subsequently.
5.6.- Returns of the Products by the Purchaser shall be agreed in advance with the Vendor, otherwise the delivery shall be rejected.
Art. 6.- Payments.
6.1.- The payments shall be made by the Purchaser in the methods and terms indicated by the Vendor in the Order confirmation.
6.2.- In the event of delayed payments, the Vendor may, without the need for notification: i) suspend or cancel any further deliveries agreed, without prejudice to the right to compensation for any further damages; ii) terminate the contracts in progress even if not linked to the delayed payments.
6.3.- The Purchaser shall not avoid payment of the prices by offsetting them against any credits due from the Vendor.
Art. 7.- Legal default interests.
7.1.- In the event of delayed payments, the Vendor shall have the right to payment of legal default interests, increased by 3%, from the day following the date of due payment until the payment of the balance, without the need for prior notification.
Art. 8.- Warranty.
8.1.- The Vendor guarantees the performances of the Products manufactured by them solely and exclusively in relation to the explicitly intended uses, destinations and applications.
8.2.- Brema Group S.p.A. warranties its products from the date of purchase; the warranty therefore starts from the date of invoicing and is valid for faulty parts, excluding labour and transport, unless specific agreements are defined and specified in the offers and Contracts. The purchase is confirmed by a fiscally valid document identifying the product, serial number (for machinery), the reference code indicated in the manual (for spare parts and accessories), the date of purchase and/or delivery of the goods.
The terms defining the duration of the warranty are as follows:
- 24 (twenty-four) months for Machinery;
- 12 (twelve) months for Spare Parts and Accessories supplied not under warranty.
8.3.- The replacement of Spare Parts and Accessories under warranty is covered by a warranty period equal to the residual period of the warranty of the Spare Parts and Accessories replaced.
8.4.- The Warranty shall apply solely and specifically where all the conditions indicated in the articles below are met.
8.5.- The Warranty shall not apply, and therefore the Vendor shall not be liable, also for compensation, for operating defects reported by the Purchaser in the following cases: i) assembly and/or use and/or maintenance of the Products which does not comply with the instructions given in the user, installation and maintenance manuals of the Products; ii) tampering, improper use, negligence, wilful misconduct by the Purchaser or the end customer of the Purchaser (“User”); iii) installation/maintenance not performed by qualified personnel; iv) storage/transportation not complying with the written recommendations of the Vendor; v) use of non-original spare parts, accessories or components and/or those not authorised by the Vendor; vi) unsuitability of the systems of the Purchaser/User (including but not limited to: insufficient and/or incorrect flow rate in the electrical and water systems); vii) damages occurring during any periods of default by the Purchaser.
8.6.- In any case, the Warranty does not cover: i) visual defects that do not affect the correct operation of the machine; ii) wear, or damage caused by incorrect or poor maintenance; iii) shipping costs of the Products, Spare Parts and Accessories sent for replacement by the Vendor; iv) any interventions requested for the installation and connection to feed and drainage systems, checks and periodic maintenance, v) damage caused by natural and atmospheric events (lightning, flooding, fires, earthquakes, etc.) or acts of vandalism, or circumstances that cannot be traced to manufacturing defects.
8.7.- The Warranty shall be immediately invalidated in the following cases:
a) alteration or removal of the serial number on the Products, where present;
b) adverse environmental conditions and/or poor water conditions;
c) use of inappropriate detergents that lead to the formation of rust or stains.
8.8.- The Warranty integrates and replaces all legal guarantees against defects and excludes all other liability of the Vendor originating in any way from the Products supplied. Following the expiry of the Warranty, no demands shall be made in this sense towards the Vendor.
8.9.- The Parties agree that under no circumstances shall the report of defective Products lead to a reduction in the price or the termination of the contract.
8.10.- Any conventional warranty by Brema Group S.p.A. towards the end customers of the Purchaser is explicitly excluded.
Art. 9. - Procedure for reporting Product faults and/or defects.
9.1.- The Warranty is valid only for operating defects reported with 8 (eight) days from the time in which the Purchaser discovers them.
9.2.- Any reported operating defects of the Products shall be sent to the e-mail address firstname.lastname@example.org and must include the following information:
- Machine Model
- Serial number
- Date of installation
- Date of intervention
- Description of the problem found
- Serial number of the component (for compressors)
For Spare Parts and Accessories:
- Description of the component
- Brema reference code
- Description of the problem found
9.3.- The Vendor reserves the right to examine the Products to check that the defect exists and is covered by the Warranty.
9.4.- The Purchaser undertakes to keep any defective parts reported for at least 60 days following the confirmation by the Vendor of the replacement under Warranty. Within the same term, the Vendor has the right to request, and shall cover the cost of shipping, the return of the defective components, to the following address: Brema Group S.p.A. Via dell’Industria 10 20035 Villa Cortese (MI) ITALY. If the Purchaser does not return the defective components within 30 calendar days of the request for return, they shall pay the Vendor the price of the Products/Spare Parts and Accessories delivered for replacement.
Art. 10.- Exemption of liability of the Vendor.
10.1.- Without prejudice to negligence and/or wilful misconduct, under no circumstances shall the Vendor be deemed liable to the Purchaser/User for any loss of profit, incidental and consequential damages, damage to property and/or injury to persons, direct or indirect losses of any type.
10.2.- The liability of the Vendor is in any case excluded for defects arising from any modifications, manipulation, tampering with the Products by the Purchaser or third parties.
10.3.- As regards the characteristics of the Products, the Purchaser shall hold all the risk of any deformity between Italian and/or European laws and those of the country of destination of the Products, exempting and holding the Vendor harmless of any liability for defects, malfunctions and/or deformities from the technical specifications required in the country of destination of the Products.
Art. 11.- Installation and assistance – responsibilities of the Purchaser.
11.1.- The installation is always the responsibility of the Purchaser and shall be performed by authorised technicians, in compliance with the indications, instructions and warnings given by Brema Group S.p.A. in the use and assistance manuals. Failure to comply with the above provision may also lead to damage to the environment or to the Products themselves.
11.2.- The Purchaser is responsible for checking that the quality of the water fed into the Products complies with the minimum quality standards required for their correct operation.
11.3.- It is understood between the Parties that the Vendor shall not be liable in any way for any damage that may be caused to property and/or persons, including the User, directly or indirectly, also consequently to a sale made by the Purchaser in areas where there is not appropriate qualified servicing network (installation, maintenance and general after-sales assistance).
Art. 12.- Availability of Spare Parts and Accessories.
12.1.- The availability of Spare Parts and Accessories shall be assured as far as is reasonable, possible in technological and regulatory terms, and practicable.
Art. 13.- Marketing materials for advertising purposes.
13.1.- The Purchaser, when marketing the Products of Brema Group S.p.A., undertakes to follow the “style guide” indicated by the Vendor. Brema Group S.p.A. shall provide the contents (images, logos, presentations, videos, graphics) required to develop the Purchaser’s marketing activities, after the Purchaser has signed the specific “Letter of consent for the use of images”. It is understood that the costs of the marketing activities promoted by the Purchaser shall be borne exclusively by the Purchaser, unless otherwise agreed between the Parties.
13.2.- The Purchaser shall in any case be prohibited, in any form of advertising, from proceeding with:
■ comparisons that could discredit or create commercial problems for Brema Group S.p.A.;
■ dumping policies that negatively affect the market.
Art. 14 – Protection of Personal Data
14.1.- It is understood between the Parties that, in compliance with the provisions of Italian Legislative Decree no. 196/2003 and amendments, as well as Regulation (EU) No 2016/679/EU, all personal data exchanged during the performance of the contract shall be processed by each of the Parties solely for the purposes indicated in the contract and in a manner that is instrumental to its execution, as well as to comply with any legal and/or regulatory obligations and/or requirements of the Data Protection Authority. The data shall in any case be processed using manual and/or automated means, according to the principles of correctness, transparency and lawfulness, in order to protect the confidentiality and rights recognised by the above-mentioned laws and in compliance with appropriate measures security and protection measures. The Parties also mutually acknowledge that any third-party personal data collected lawfully by one party and notified to the other party shall be processed in compliance with the purposes for which they were collected and in conformity with the law. If any sensitive data and/or special categories of data relating to third parties are sent and/or notified by one party to the other, they shall be processed only where necessary for the performance of the contract or for the purposes for which they were collected, and in any case in full compliance with the law. It is understood that if the Purchaser proceeds to collect and notify to Brema Group S.p.A. the personal and/or sensitive data of third parties without their prior express consent and/or in breach of the law, the Purchaser shall be the only party liable for any demands, claims, requests also for compensation made by such third parties, their representatives or the competent Authorities. For this purpose, the Purchaser hereby holds Brema Group S.p.A. harmless of all liability deriving from the unlawful processing and/or storage and/or disclosure of the aforesaid data.
Art. 15 - Applicable Law and Jurisdiction
15.1.- These conditions of sale are governed by Italian Law. Any disputes arising over the performance and/or interpretation of these Conditions of Sale will be referred to the exclusive jurisdiction of the Court of Milan.