General sales conditions

1. CONTRACT COMPLETION

1. These general sales conditions govern every sales contract between the Seller and the Buyer and any amendment or exception thereof shall be agreed in writing.
2. Any offers, credits and/or rebates granted by agents or other intermediaries, shall not be considered valid if they are not confirmed in writing by the Seller.
3. The Buyer shall send the written orders to the Seller, directly or through the agents, and the orders shall include the codes of the required products, quantity, price and destination. The order sent by the Buyer is irrevocable.4. The sale shall be deemed completed when: (i) the Buyer receives a written confirmation from the Seller, via e-mail, fax or other electronic means, that complies with the terms and conditions of the order; or (ii) if the confirmation sent by the Seller contains conditions that differ from the order sent by the Buyer, when the latter accepts it in writing or in any case does not object within 7 (seven) days from reception; or (iii) if the Seller does not provide a written confirmation, when the products are delivered and loaded by the Buyer.

2. PRICES

1.- The prices agreed upon for each individual sale are net prices for cash delivery ex works (the Seller’s plant shall be specified in the order confirmation), unless otherwise agreed in writing.

3. PRODUCT CHARACTERISTICS

1. The Buyer declares to have read and comply with the content of the following documentation published on the corporate website: 1) Use and maintenance instructions 2) Technical data sheets.

4. DELIVERY TERMS

1. The delivery terms are approximate and a delay does not give the Buyer any right to claim compensation, without any exception.
2. If the Buyer does not collect the goods, after 10 (ten) days from the date of the “goods ready” notice, the Seller has the right – at its discretion – to establish a new delivery date.

5. SHIPPING ARRANGEMENTS AND TERMS

1. The Buyer must communicate any variation in the destination of the products, different from the one agreed in the order confirmation, in writing within, and no later than, the second day before the day foreseen for the collection at the Seller’s premises. The Seller reserves the right not to accept the change of the product destination. If the actual destination of the product is different from the one stated by the Buyer, the Seller reserves the right to suspend the execution of the supplies underway and/or to terminate the contracts in force and the Buyer shall not have the right to claim direct and/or indirect compensation of any type.
2. Unless otherwise agreed, the goods shall be delivered ex-works (EXW – Incoterms 2010) and this shall also be the case when the parties agree that the delivery, or part of it, shall be arranged by the Seller on the Buyer’s behalf. In any case, the risks shall transfer to the Buyer upon delivery to the first carrier.
3. Without prejudice to the Seller’s extraneity in relation to the transport contract, the Seller shall not be indicated as “shipper” on the bill of lading. The communication of the gross weight of the container to the Forwarding agent does not represent in any way the undertaking of any liability by the Seller as regards the SOLAS (Safety Of Life At Sea) Convention. In no event may the said communication be taken to be the VGM (Verified Gross Mass).
4. The Buyer undertakes to ensure that the vehicle sent to the Seller’s warehouse is suitable for the loading operations, considering the nature of the products. If the vehicle sent to collect the goods causes difficulties in the loading operations, the Seller reserves the right to charge a penalty, of 4% of the value of the products, to cover the extra logistics costs. If the vehicle sent is not at all suitable, the Seller reserves the right to refuse to load the goods and the Buyer shall not have the right to claim compensation for any direct and/or indirect cost that may arise therefrom.
5. The Buyer is responsible for assigning the carrier the task of checking the products before loading them; any observations concerning the condition of the packaging and the correspondence of the quantities loaded with those on the transport document must be made by the carrier upon collection of the goods. The said observations must be written on all the copies of the transport documents, otherwise the loaded products shall be considered to be complete and in good condition. As a result, the Seller shall not be liable for any missing or damaged products not reported by the carrier.
6. The Buyer is also responsible for assigning the carrier the task of checking the loading procedure and the stability of the goods on the vehicle, in order to prevent damage during transport and to comply with all road safety provisions.

6. PAYMENTS

1. All payments must be made to the Seller’s registered office. Payments made to agents, representatives, or sales assistants shall not be considered as made until the amounts are received by the Seller.
2. The Buyer shall not fulfil its payment obligations by making payments from countries other than its own country of residence, if the said countries do not guarantee an adequate exchange of information with Italy. In case of breach of the said prohibition, the Seller has the right to terminate the contract for just cause and the Buyer shall not have the right to claim compensation for any damage suffered.
3. Any costs for stamp duty and bank draft fees shall be borne by the Buyer. Failure to fulfil, even only in part, the payment shall result in the application of interest on arrears in favour of the Seller,
4. Unless otherwise agreed in writing, the Buyer undertakes not to offset any receivables, of whatever nature, owed by the Seller.

7. WARRANTIES

In accordance with the Consumer Protection Act of South Africa, Luciano extends a warranty to all purchasers of our panel products, which guarantees that the panels shall be free from defects in materials and workmanship for a period of six months from the date of purchase, provided that the panels have been installed and maintained according to our prescribed guidelines and have not been subjected to misuse, neglect, or an accident.

During the warranty period, should any defects in materials or workmanship arise, we will conduct a thorough investigation to verify that the panels were installed correctly and maintained properly. If the defect is a result of improper installation or maintenance, the warranty will not cover such issues. However, should the defect be due to a fault in our materials or our workmanship, we will at our discretion either repair or replace the defective panels without charge.

It is the responsibility of the customer to ensure that the panels are maintained in accordance with our recommended maintenance guidelines. While our panels are designed to be moisture-resistant, they require proper care to ensure their longevity. Delamination that occurs due to improper care or maintenance will not be covered under this warranty.

Customers must report any defects to us within the warranty period and provide proof of purchase. Any repairs or replacements will be carried out within a reasonable time after the claim is made. This warranty is in lieu of all other warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. Our liability under this warranty shall not exceed the original purchase price of the defective panels.

We value our relationship with our customers and strive to provide products of the highest quality. Your satisfaction is our priority, and we are committed to upholding the standards of excellence that Luciano is known for. For any concerns or further information regarding this warranty, please contact our customer service team.

8. RETENTION OF OWNERSHIP

1. The products supplied shall remain exclusive property of the Seller until the Buyer has paid the full amount.
2. During the aforementioned period, the Buyer shall undertake the obligations and responsibilities as bailee (also referred to as custodian) and shall not transfer the said products, grant their use, let them be seized or distrained without declaring that the property is of the Seller, and the Buyer shall immediately inform the Seller by recorded delivery letter with advice of receipt.

9. FORCE MAJEURE

1. Each party may suspend the fulfilment of its contractual obligations, when the said fulfilment is impossible or objectively too costly due to an unforeseeable impediment independent from the parties, such as for example: strike, boycott, lockout, fire, war (declared or not), civil war, riots and revolutions, requisitions, embargo, power blackouts, extraordinary breakage of machinery, delays in the delivery of components or raw materials.
2. The party that wishes to apply this clause shall immediately notify the onset and end of the circumstances of force majeure to the other party in writing.
3. If the suspension due to force majeure lasts longer than 60 (sixty) days, each party shall have the right to terminate this contract, with a notice of 10 (ten) days to be notified to the counterparty in writing.

10. CONFIDENTIALITY

1. The Buyer undertakes to maintain confidentiality as regards all information of a technical (such as, by way of a nonlimiting example, drawings, tables, documentation, formulas and correspondence) and commercial nature (including contractual conditions, purchase prices, payment conditions,…) gained during the performance of this contract.
2. The confidentiality obligation shall be undertaken for the entire duration of this contract and for the period following its execution. 3.- In case of failure to uphold the confidentiality obligation, the non-fulfilling party shall pay the other party compensation for all damages that may derive therefrom.