1. Definitions

For the purpose of these conditions of sale (hereinafter, “Conditions of Sale”), the following definitions shall apply:

  1. “Golfera”: Golfera in Lavezzola S.p.A., with registered office at Via dell’Industria n. 6/8, 48017 Lavezzola (RA), Italy;
    1. “Buyer”: any company, body or entity purchasing the Products from Golfera;
    1. “Products”: the goods manufactured and/or sold by Golfera;
    1. “Order(s)”: each proposal for the purchase of the Products submitted by the Buyer to Golfera by fax or e-mail, or received by the representatives of Golfera, with the exception for those proposals received through the E-Commerce channel;
    1. “Sale(s)”: each single sale agreement entered into between Golfera and the Buyer in any of the manners described in paragraph 3.2 below;
    1. “E-Commerce”: the e-commerce system organized by Golfera for the electronic sale of the Products through the website www.golfera.it/ecommerce;
    1. “Trademarks”: all trademarks owned by Golfera or licensed to the same;
    1. “Intellectual Property Rights”: all intellectual property rights of Golfera including, by way of example only, the rights related to Trademarks, know-how, patents, designs and models, utility models, technical specifications, data, whether or not the invention has already been patented, as well as any application or registration related to such rights and any other right or means of protection having similar nature or the same effect.
  • Scope of application
    • The present Conditions of Sale shall apply to all the Sales of Products. Should any of the provisions contained in these Conditions of Sale be inconsistent with any of terms or conditions of the single Sale, the latter shall prevail. In no case shall any general conditions of purchase of the Buyer be binding on Golfera, neither in case reference is made to the same or in case such conditions are included in the Orders or in any other document issued by the Buyer, unless Golfera has accepted in writing such conditions of purchase. Any general conditions of purchase of the Buyer shall not be binding on Golfera neither in case of tacit agreement.
    • Golfera reserves the right to add, amend or cancel any of these Conditions of Sale it being understood that such additions, amendments or cancellations shall apply to all Sales entered into as of the 30th day following the notification of the new Conditions of Sale to the Buyer.
  • Orders – Orders Acceptance – Partial Execution of Orders
    • The Buyer shall send to Golfera specific Orders containing at least the item code, the description of the Products and the requested quantity.
    • The Sale shall be considered concluded: (i) at the moment the Buyer receives Golfera’s written acceptance of the Order (which may also be sent by mail, fax or telematic means) with no change in the Order’s terms and conditions or, (ii) in case the Buyer has received Golfera’s written acceptance containing terms and conditions different from those indicated in the Order, once 1 (one) working day is elapsed from the date of receipt of Golfera’s written acceptance containing terms and conditions different from those indicated in the Order, provided that in such period Golfera is not notified of any change of the Order requested by the Buyer or, (iii) in absence of such written acceptance by Golfera, at the moment the Products are delivered to the Buyer.
    • Orders regularly accepted by Golfera in any of the manners described in paragraph 3.2 above cannot be cancelled by the Buyer without the written consent of Golfera. Golfera reserves the right, which is hereby accepted by the Buyer, not to deliver those Products which, even after the acceptance of the Order, are not kept in stock or, in any case, that are not available at the time of delivery. Should Golfera exercise such right, the Buyer shall neither be entitled to cancel the Sale nor ask for reimbursement of any loss of profits or damage whatsoever and, as a consequence, it shall have to pay for the Products that Golfera is available to supply.
    • It is responsibility of the Buyer, before placing the Order, to ascertain that the Products are fit for the purpose and/or for the specific use for which they are purchased and, furthermore, to ascertain that the Products comply with all laws and statutory regulations applicable in the territory where the Buyer intend to import, distribute or however use them.
    • The Buyer shall also keep Golfera informed as to any laws and statutory regulations applicable in the territory where the same are to be imported, distributed or consumed, as far as they are relevant to Golfera (e.g. laws and regulations on technical specifications, standardization, packaging, labelling, consumer protection, environment).
  • Delivery terms – Delivery time – Claim reporting
    • Unless otherwise agreed upon in writing between the parties or in order confirmation, Golfera shall deliver the Products according to the delivery term CPT “carriage paid to” agreed place of destination, as per Incoterms® 2020 ICC.
    • Golfera shall deliver the Products within the delivery date provided for in the Order as confirmed by the Order’s acceptance, in a single delivery or in partial deliveries. The delivery date shall always be considered approximate and not of the essence.
    • Golfera shall not be liable for any possible damage, either direct or indirect, suffered by the Buyer as a result of delayed or missed delivery of the Products, and in no case shall the Buyer be entitled to cancel the Order or to terminate the Sale.
    • Golfera shall not be liable for delayed or missed delivery of the Products ascribable to circumstances beyond its control, including but non limited to:
  • difficulties in obtaining supplies of raw materials;
  • delays of the forwarders and carriers and, more in general, causes attributable to them;
  • total or partial strikes, lack of electrical power, natural calamities, measures imposed by the public authorities, riots, terrorism attacks and all other circumstances of force majeure;

The occurrence of any of the events listed above does not entitle the Buyer to claim for any liquidated damages or compensation of any kind.

  • Upon receipt of the Products, the Buyer must report possible deficiencies, shortages, anomalies or damages occurred during the transport, by notifying details of such events on the transportation document, and must also:
  • have such notification countersigned by the carrier; and
  • immediately inform Golfera thereof, in writing, and send Golfera a copy of the countersigned document by and no later than 3 (three) days from receipt of the Products.

Should this not be the case, Golfera shall not be responsible for possible deficiencies, shortages, anomalies or damages of the Products occurred during the transport, even if transport risks were, in whole or in part, upon Golfera.

  • Price of the Products
    • The prices of the Products shall be those indicated in the price list of Golfera in force at the time of the placing of the Buyer’s Order and shall be deemed valid for the minimum quantity of Products indicated in the relevant price list. Should the Product not be included in the price list or should the price list not be available, the price will be the one indicated in the Order and confirmed in Golfera’s written acceptance of the Order.
    • Unless otherwise agreed upon in writing between the parties or in order confirmation, the prices of the Products are for delivery according to the delivery term CPT “carriage paid to” agreed place of destination, Incoterms® 2020 ICC, net of VAT and any discounts.
    • Golfera reserves the right to change unilaterally the prices quoted in the price list giving a minimum prior notice of 30 (thirty) days. Furthermore, Golfera reserves the right, which is hereby accepted by the Buyer, to modify, add, replace or remove any Product from its price list, at any time and without notice, based on its manufacturing and distribution policies.
  • Payments
    • Unless otherwise agreed upon in writing between the parties, Golfera shall issue the invoices upon the acceptance of the Order or upon the delivery of the Products at its discretion.
    • Unless otherwise agreed upon in writing between the parties, payments shall be made by wire transfer, at the latest within 30 (thirty) days from the date of issuance of the invoice by Golfera. No payment shall be considered as being made by the Buyer until the relative amount has been credited to the bank account of Golfera.
    • Failure to pay or delayed payments above 30 (thirty) days also entitle Golfera to suspend the delivery of the Products and terminate every single Sale entered into. The suspension of the delivery of the Products or the termination of any Sale shall not entitle the Buyer to claim for any compensation of damages.
    • Any complaints regarding the Products and/or their delivery shall not be ground for suspending or delaying the payment of their price by the Buyer.
  • Warranty
    • Golfera warrants that the Products will conform to what indicated in the technical sheets and that the same comply with the laws and statutory regulations applicable in the territory of the European Union. The following shall in no way constitute non conformities or defects of the Products:
  • any possible variation in the weight and/or volume of the Products with respect to the weight and/or volume indicated in the technical sheets;
  • any possible rising of mildew which do not compromise the quality of the Products;
  • any other event that can be deemed physiological considering the nature of the Products.
    • The warranty will elapse upon expiry of the “best before date” indicated on the Product.
    • Upon receipt of the Products, the Buyer shall promptly inspect them and shall notify Golfera in writing of possible non-conformities or defects also providing photographic evidence thereof and the batch number, by fax or email, within and no later than the following terms; failing to do so will result in the lapse of the warranty and the unenforceability of the warranty rights:
  • differences in type or quantity with respect to type or quantity agreed as well as other patent non-conformities or defects of the Products: 2 (two) weeks from receipt of the Products by the Buyer;
  • hidden non-conformities or defects of the Products: 2 (two) weeks from the discovery of the same.
    • In case the Products are ascertained by Golfera as actually non-conforming or defective, the Buyer will be entitled to obtain, as per agreement with Golfera:
  • replacement of the non-conforming or defective Products with Products of corresponding type and quantity; or
  • partial or full exemption from payment of their price, depending on the seriousness of the non-conformities or of the defects.
    • The rights and remedies described in paragraph 7.4 above are the sole warranty rights and remedies granted to the Buyer. Excepting cases of fraud or serious misconduct, any other liability and obligation of Golfera, which may in any way arise from or in relation to the supply of non-conforming or defective Products – including, but not limited to, compensation for direct or indirect or consequential damages of whatsoever nature as, by way of example, production losses or unearned profits – is expressly excluded.
    • No warranty shall apply in case of failure to store, maintain or transport the Products strictly in compliance with the instructions included in the Products’ technical sheets and/or with the diligence required by their nature.
    • The present warranty is in substitution for, and excludes, any other warranty, express or implied, set forth by the law or otherwise.
  • Intellectual Property Rights
    • The Intellectual Property Rights are the sole and exclusive ownership of Golfera and their disclosure or use pursuant to these Conditions of Sale do not grant to the Buyer any right in relation to the same. The Buyer undertakes not to perform any action that may be inconsistent with the ownership of the Intellectual Property Rights.
    • The Buyer declares that: (i) Golfera is the sole and exclusive owner of the Trademarks; (ii) it shall refrain from using and registering any trademark which is similar and/or confusing with the Trademarks; (iii) it shall use the Trademarks exclusively in accordance to Golfera’s instructions and for the purposes of these Conditions of Sale.
  • Early termination

At any time, Golfera will be entitled to terminate every single Sale, by means of a written communication addressed to the Buyer, in case even one of the following breaches occur: articles 3.4, 3.5 (Buyer’s obligations); article 6 (Payment); article 8 (Intellectual Property Rights).

  1. Waiver

The following shall in no way be considered as a waiver by Golfera of the rights arising from any breached provision, nor shall they prevent Golfera from obtaining its correct performance:

  1. any possible tolerance by Golfera of any Buyer’s conduct in breach of any of the provisions contained in these Conditions of Sale;
  2. any conduct inconsistent with the provisions contained in these Conditions of Sale.
  1. Applicable law – Jurisdiction
    1. These Conditions of Sale as well as any Sale shall be governed by and construed in accordance with Italian Law.
    1. All disputes arising from or connected to these Conditions of Sale and/or with each Sale shall be subject to the exclusive jurisdiction of the Court of Ravenna. Notwithstanding the above, Golfera reserves the right, when bringing legal action as plaintiff, to take such action at the Buyer’s place of residence, in Italy or abroad.

The Buyer declares to have read and to expressly accept the provisions contained in the following articles: 3.2 (Conclusion of Sales – Acceptance of Orders under terms and conditions different from those indicated in the same); 3.3 (Limitation of the right to cancel Orders – Partial execution of Orders); 3.4 e 3.5 (Exemption of liability of Golfera); 4.2 (Non compulsory nature of the delivery time); 4.3 (Exemption of liability of Golfera); 4.5 (Claim reporting); 6.3 (Right of Golfera to suspend the performance of the Orders); 6.4 (Solve et repete); 7.3 (Non conformities and defects reporting – Lapse of warranty); 7.5, 7.6, 7.7 (Limitation of liability of Golfera); 9 (Early termination); 10 (Waiver); 11.2 (Jurisdiction).

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