Art. 1 – Premise
This document establishes the General Terms and Conditions governing the Sale of Products, such as professional lighting equipment for shows and architecture, by SPOTLIGHT s.c. The Specific Conditions relating to each Sale (such as price, delivery times, payment terms, type and quantity of Products subject to the individual Sale) are contained in the Offer or Sales Commitment, which also lists all the Contractual Documentation of which these General Terms and Conditions of Sale are an integral part. Any General and/or Specific Conditions of Sale proposed by the Buyer and contained in its documentation, which are in conflict with these Conditions, which modify them, or which add to them, shall be deemed not to have been included, unless such clauses are accepted in writing by the Seller.
Art. 2 – Definitions
In addition to the terms and expressions defined later in these General Terms and Conditions of Sale, the terms below shall have the following meaning:
Seller: SPOTLIGHT s.c.;
Buyer: the party undertaking to purchase the goods subject to this Contract;
Parties: the Seller and the Buyer;
Offer/Commitment: the document issued by the Seller containing the Specific Conditions of Sale, to which these General Terms and Conditions of Sale are attached;
Order: the document issued by the Buyer;
Products: the goods subject to the Sale, as described in the Sales Offer/Commitment;
Sale: the subject of the Offer/Commitment;
Contractual Documentation: all documents which, together with the Order, the Sales Offer/Commitment, and the General Terms and Conditions of Sale, contain the provisions, rules and schedules governing the execution of the Sale;
Third Parties: any legal and/or natural person or entity other than the Buyer and the Seller.
Art. 3 – Subject
The Buyer undertakes to purchase from the Seller the Products specified in the Order attached to these General Terms and Conditions of Sale.
Art. 4 – Prices
The prices agreed upon and indicated in the Offer/Commitment, unless otherwise and subsequently agreed upon in writing by the Parties, shall be fixed and not subject to variation, VAT excluded; they do not include any other taxes, duties, or charges not expressly provided for at the expense of the Buyer. Furthermore, unless otherwise specified in the Offer/Commitment, prices do not include packaging and transport costs up to the delivery point, VAT, or services connected with such activities.
Art. 5 – Perfection of the Sale
5.1.1 The Commitment shall be deemed perfected when, following receipt of the Offer, the Buyer has sent the Seller a signed copy of the Offer and the General Terms and Conditions of Sale (by fax, registered letter, documented telephone message, or email) within 30 (thirty) days of receipt thereof. This deadline extends the validity of the economic conditions in the Commitment, but not necessarily the delivery times stated in the Offer, which must be verified upon finalization of the Commitment.
5.1.2 The Sale shall be deemed perfected when, following receipt of the Commitment, the Buyer has sent the Seller a signed copy of the Commitment and the General Terms and Conditions of Sale (by fax, registered letter, documented telephone message, or email) within 3 (three) days of receipt thereof. It is understood that if the General Terms and Conditions of Sale have been accepted within the timeframe set out in 5.1.1, they shall also be deemed accepted and signed for the purposes of this article, without the need for resubmission.
5.2 If the acceptance referred to in Article 5.1 is not received by the Seller within the prescribed timeframe and form, the Sale shall be deemed not perfected, and no mutual obligations shall exist between the Parties.
5.3 The Sales Contract shall be deemed not perfected if the Seller does not receive the present General Terms and Conditions of Sale duly signed in accordance with Article 5.1 above.
Art. 6 – Delivery of Products
6.1 Delivery of the Products is made ex works, and all Products travel at the Buyer’s risk, regardless of the final recipient of the shipment.
6.2 Unless otherwise agreed in writing by the Parties, the Buyer shall bear all costs of transport, shipment, and handling of the Products.
Art. 7 – Seller’s Warranty
7.1 The Seller warrants the Products subject to Sale for a period of 3 (three) years.
7.2 The Seller warrants the availability or supply of spare parts for the Products subject to Sale for a period of 5 (five) years, consisting of identical or alternative parts to the originals, in any case ensuring equal or improved performance.
7.3 Any defects or faults in the Products must be reported by the Buyer by fax or registered letter within 8 (eight) days of receipt of the Products.
7.4 The warranty provided by the Seller applies exclusively to defects and/or faults arising during normal and proper use of the Products in accordance with the user manuals supplied with the Products.
7.5 In particular, the warranty does not cover defects and/or faults resulting directly or indirectly from defective maintenance or installation by the Buyer, modifications made without the Seller’s prior written consent, or repairs not carried out properly by the Buyer. The warranty is also excluded where defects result from normal wear and tear of the Products.
7.6 The warranty conditions set out in points 7.1 and 7.2 apply solely and exclusively to SPOTLIGHT-branded and manufactured Products. For all other Products subject to Sale, the provisions of Article 1495 of the Italian Civil Code apply.