General Terms and Conditions of Sale
1. DEFINITIONS
The terms and phrases listed herein have the meaning indicated below, it being understood that terms defined in the singular are also defined in the plural and vice versa.
- Customer: means any legal entity that purchases one or more Products (as defined below), accepting these General Conditions of Sale.
- General Terms and Conditions of Sale: means these General Terms and Conditions of sale and any future new versions that may be published on the company website.
- Contract: means any Contract of sale and purchase between Vals Lighting (Shenzhen) Co., Ltd (“Vals”) and the Customer.
- Price List: means the Price List of the Products (as defined below) time by time in force.
- Products: all Products sold by Vals are intended.
- Orders: this means the purchase Orders for Vals Products sent by the Customer, in compliance with these General Sales Conditions.
- End User: means the final purchaser of the Products.
2. SCOPE OF APPLICABILITY
These General Terms and Conditions of Sale (“GTCS”) apply to the sale of Vals products (“Products”) to customer (“Customer”). Vals’ offer to sell Products to Customer, and Vals’ acknowledgment of any purchase order or other Customer document (“Order”) is expressly limited to, and expressly conditioned on Customer’s acceptance of these GTCS. The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of Products ordered. Vals objects to and rejects all other Customer terms, in any form, that are different from or additional to these GTCS.
3. PRODUCT FEATURES
All the characteristics of the Products shown in the catalogue and on the website https://www.valslighting.com/ of Vals (such as for example, drawings and technical data) are only indicative and may be modified by Vals at any time and without notice.
Any inaccuracies in the description of the Products shall not entitle the Customer to request the total or partial termination of the contractual relationship, nor the payment of any compensation or indemnity.
4. ORDER
The Order, which is not binding for Vals until it is accepted in writing by the latter, or from the moment of its execution, must specify the number and type of items to be received; it constitutes an irrevocable proposal from the date of its receipt by Vals. The latter, if it does not provide for the execution of the Order in tacit form, provides for the confirmation of the Order which must be scrupulously checked by the Customer upon receipt of the same.
The Customer undertakes to communicate any objections within 2 (two) days from receipt of the Order confirmation; if no objections are received by Vals within the term above, the Order Confirmation shall be deemed accepted in full by the Customer.
The sale of the Products is considered completed when the Customer receives a formal confirmation of the Order from Vals or, failing this, with the execution of the Order by Vals by delivery of the Products to the carrier or shipper.
Any deviation from the provisions of this chapter must be explicitly approved in writing by Vals.
5. PRICE and ASSESSMENT
The Price of the Products sold to the Customer means the Price resulting from the Price Lists in force at the time the Order is placed by the Customer, excluding transport costs that will be borne by the Customer.
The Products will be invoiced according to the Price List and the relative discounts that may be granted at the time the Order is placed by the Customer.
Unless otherwise agreed between the Parties, prices are expressed in U.S Dollars (USD), net of VAT and invoicing will be done in U.S Dollars (USD).
Vals reserves the right to modify the Price List at any time. Each new Price List cancels and replaces the previous ones.
The sale prices of the Products, which may be indicated in the Price List or otherwise determined, are merely indicative and can only be considered as public recommended prices in no way binding.
If the Product, object of the Order, is made to measure for the Customer, the relative Price shall be considered relative to that specific Product and the Price Lists in force from time to time shall not apply.
6. PAYMENT TERMS
Payment of the Price must be made by the Customer 30% deposit of receipt by the same of the invoice, 70% balance payment before delivery or in the application of the provisions and methods set out in the Order, if different.
In the event of late payment, Vals reserves the right to apply default interest calculated based on the legal rate applicable at the time.
Failure to pay within the agreed terms shall entitle Vals to subsequent subordinate deliveries of the Products to:
- a full payment of the Price, whose payment term has expired as well as, that to expire;
- b simultaneous presentation of adequate guarantees by the Client;
- c termination of the Contract with immediate return of the Products, without prejudice to compensation for any greater damages.
If the Parties have agreed on payment by instalments, failure to make payments relating to one or more instalments may cause the Customer to forfeit the benefit of the instalment term and shall entitle Vals to immediately ask the Customer for the remaining balance of the Price or, alternatively and at the discretion of Vals to terminate the Contract with the relative immediate return of the Products and acquisition, by way of compensation, of the instalments paid.
Compensation for any damages is, however, subject to the right to compensation.
Vals reserves the right to modify its terms and conditions of payment at any time.
7. DELIVERY
The delivery terms of the Products are those indicated in the Order and shall, in any case, be considered merely indicative and not binding. It is understood that any delay in the delivery of the Products does not give the Customer any right to act for the termination, even partial, of the Contract and/or compensation for damages and/or refusal to deliver the Products.
Vals is authorised to make partial deliveries.
Please note that “delivery” means the loading of the Products on the carrier’s/courier’s vehicle; therefore, the Products travel at the Client’s risk, according to the FOB and FCA rules, as set out in the latest version of the Incoterms of the International Chamber of Commerce.
Suppose the Customer intends to change the destination of the shipment after the transmission of the Order. In that case, such changes shall not bind Vals unless accepted in writing by the latter.
The documents certifying the delivery may be validly signed on behalf of the Client by any employee of the latter.
8. CLAIMS
Upon receipt of the Products, the Customer must immediately check the goods. To exercise the guarantees referred to in Article 11, the Customer must report:
- a the shipment of incorrect items, any claims for shortages, breakdowns, tampering or damage found by external examination of the packages containing the Products, under penalty of forfeiture, upon receipt of the Products, through detailed note signed by the Customer and affixed to the transport and delivery documentation. Notification of said claim must be given to Vals by sending a copy of the annotation within the next 3 (three) working days. The relative action is prescribed, in any case, within one year from delivery of the Products;
- b any claims for defects, breakdowns, shortages and damages not found by external examination of the packages, under penalty of forfeiture, within 8 (eight) days of receipt of the Products. Complaints must be communicated by e-mail sent to Vals. The relative action is prescribed, in any case, within one year from delivery of the Products;
- c any claims for defects, breakdowns, shortages and damages in case of defects not apparent, within 8 (eight) days of their discovery. Complaints must be communicated by e-mail sent to Vals. The relative action is prescribed, in any case, within one year from delivery of the Products.
In the absence of notification of complaint within the above terms, deliveries shall be deemed to be accepted without reservation.
The notifications referred to in this paragraph are independent of any claims that the Customer is entitled to make to the carrier of the Products, for damages attributable to the latter. In the event of transport damage or loss occurred during transport, the Customer shall submit a complaint to the same carrier, keeping Vals harmless and indemnified.
It is understood that any complaints or disputes relating to deliveries received will not give the Customer the right to suspend or in any case delay payment of the disputed Products, nor, even less, of other supplies.
The Customer’s right to oppose to Vals, in compensation, any reason for credit in any case originating from the guarantee referred to in art. 11 is expressly excluded.
Vals reserves the right to modify its delivery conditions at any time, at its unquestionable judgement and discretion.
9. REFUSAL TO RECEIVE DELIVERY
Should the Customer unjustifiably refuse to receive delivery of all or part of the Products in the place of destination specified by the Customer, Vals may, at its own unquestionable choice, request the execution of the Contract, or declare its total or partial termination, without prejudice in both cases to compensation for any greater damages.
Any liability of Vals is expressly excluded for risks deriving from or inherent to the stock of the Products.
10. INSTALLATION AND USE OF THE PRODUCTS
The Products must be installed and used in compliance with the technical specifications and instructions drawn up by Vals.
It is also advised to use the power supplies supplied by Vals for a more correct operation of the Products, as well as for better performance. If Customers decide to use alternative power supplies, they are asked to inform their sales representative at Vals, who will check the compatibility and suitability of said supplies with the Products.
The regulations in force in the country of installation must also be followed when installing and using electrical equipment.
Vals assumes no responsibility in the event of bad or incorrect assembly/installation of the Product.
11. WARRANTY
Vals guarantees the Customer that all Products are free from defects and/or manufacturing defects, provided that they are installed and used under the instructions and technical specifications provided by Vals.
Unless otherwise agreed in writing between the Parties, this guarantee is given for 36 (thirty-six) months (outdoor applications) or 60 (sixty) months (indoor applications) from delivery of the Products – invoice date, provided that said Products are installed and used in accordance with the instructions and technical specifications provided by Vals and together with the power supplies supplied by Vals.
The same warranty also applies in the event of the use of power supplies other than those supplied by Vals, provided that their compatibility and suitability with the Products has been checked.
The exercise of the warranty is in any case subject to the availability of a valid financial document for the purchase of the Products, issued by Vals and indicating the code of the Products for which the warranty is requested.
The guarantee of Vals is intended to be given exclusively to the Customer.
It is therefore understood that any greater or wider guarantee given by the Customer to the End User remains at the exclusive discretion of the Customer and the Customer may not act, in any way, in recourse for the excess part, against Vals.
In case of operation of the warranty provided by Vals, the latter shall, at its sole discretion, replace, repair or credit the Price of the Product recognised as defective. In case of replacement, the Product must be returned to Vals.
The following assumptions are expressly excluded from the warranty:
- a damage resulting from incorrect installation of the Product;
- b damage resulting from tampering with the Product;
- c damage resulting from failure to observe the assembly instructions supplied by Vals;
- d damage resulting from the use of the Product for improper purposes for its nature, capacity and degree of capacity;
- e damage caused by the transport of the Products;
- f damage caused by atmospheric and natural phenomena, accident or force majeure.
12. RETURNS
Returns of Products are not allowed without the prior written consent of Vals and, unless otherwise agreed in writing by the Parties, all costs for the return of the Product shall be borne by the Customer if the defect is not attributable to Vals’ responsibility.
13. WRITTEN FORM
Any amendment to these General Conditions and/or the provisions of the Contract shall be considered valid and binding between the Parties if made in writing.
14. FORCE MAJEURE
Force majeure shall mean any external event, or unforeseeable act, independent of the will of the Parties and beyond their control, which cannot be promptly remedied.
They constitute force majeure, by way of example but not limited to: natural disasters, measures of government authorities, wars, pandemics, national strikes, riots, etc.
Each Party shall not be held liable for the non-fulfilment of the obligations deriving from these General Conditions, Orders and/or Contracts if and as long as such non-fulfilment is the result of such unforeseeable and/or inevitable circumstances beyond its reasonable control, such as to prevent the fulfilment of contractual obligations, provided that the Party for which such force majeure operates notifies the other Party as soon as possible and, in any case, within 48 (forty-eight) hours from the occurrence of the event, also notifying the possible consequences and the expected delay in fulfilling the Order and/or the Contract.