General conditions of sale

General conditions of sale
company based in 36100 Vicenza (VI) Via B. Trebazio 22,
Tax and VAT code 00150140242
(hereinafter also “Smipa” or the “Company” or the “Seller”).


  • 1. Contractual regulations

  • 1.1 Orders transferred to purchase our Company’s products involve the acceptance of these General Conditions of Sale, which are an integral part of the sales contract. Any exceptions to them will be effective only if agreed in writing by the parties and limited to the sales to which they refer.

  • 2. Product characteristics

  • 2.1 The weights, dimensions, technical characteristics, prices, and other data included in the catalogues, prospectuses, circulars, websites or other illustrative documents of Smipa are indicative.
    2.2 The Seller reserves the right to change the technical or constructive data of its products in order to improve them, at any time without notice.

  • 3. Orders – remainders, pack and packaging

  • 3.1 Smipa reserves the right to accept or not the orders presented to it, even if consequent to sending direct offers or via the Internet.
    3.2 The Seller reserves the right to process the order in whole or in part or in several stages. In the event of orders not completely fulfilled, the Seller will send a detailed summary of the remainders of said orders by e-mail which, unless expressly requested otherwise, will be included in the subsequent shipment or deliveries.
    3.3 The code of the item and relative quantity must be specified in the order. The minimum quantities are possibly indicated in the price list for each article; orders that do not correspond to them, or their multiples, will be automatically adjusted without the Customer's prior authorization.

  • 4. Terms of delivery

  • 4.1 Any delivery terms, however and where provided, will have a purely indicative value. The Seller declines all responsibility for the case of delivery delay that does not derive from its own wilful misconduct or gross negligence. Failure to comply with the terms of delivery, provided it is contained within a reasonable period of time, does not entitle the Customer to claim compensation or cancel the orders, unless, having regard to normal tolerability and the nature of the contract and supply, the same is no longer important to the Customer. In this case, the burden of proof will be borne by the Customer.
    4.2 Except in the case of wilful misconduct or gross negligence of the Seller, any compensation for damages for delayed delivery of the products is strictly excluded.

  • 5. Management of orders, shipments and packaging

  • 5.1 The transfer of the risks related to the products takes place at the moment of their delivery to the Carrier: consequently, the products travel at the risk and peril of the recipient, even if the shipment is carriage paid. If the Customer intends to collect the products from the Seller's Distribution Centre, this will only be possible during warehouse hours, by giving at least 48 hours’ notice and only for goods already ordered and available.

  • 6. Prices

  • 6.1 The price indication contained in the Smipa catalogues is merely indicative and may therefore undergo variations without the need for prior information.
    6.2 Unless otherwise agreed between the parties, the goods will be invoiced at the prices in force at the time of shipment.
    6.3 The prices are net of VAT, of any taxes or duties, as well as levies, fees and tax charges or any kind that may be imposed on the contract, which remain the exclusive responsibility of the Purchaser.

  • 7. Payment conditions

  • 7.1 Payment must be made according to the terms indicated on the individual invoice.
    7.2 Delay in payment with respect to the agreed date will give rise to the charge of default interest pursuant to Article 5 of Legislative Decree 231/02 and subsequent amendments and supplements. And will produce the loss of the benefit of the term for the purchaser pursuant to Article 1186 of the Civil Code, making any amounts not yet due immediately payable.

  • 8. Report of defects

  • 8.1 Under penalty of forfeiture, the Purchaser must report in writing any faults and defects of the products supplied or any non-delivery or different delivery of all or part of the Purchase Order within the term of 8 (eight) days from the date of delivery of the products.
    8.2 Any disputes do not entitle the Purchaser to suspend or in any case delay the payments of the disputed goods or, even of other supplies.
    8.3 The warranty does not apply if the Purchaser has carried out or had interventions carried out by third parties on the products, without the prior written consent of the Seller; if there are no problems due to normal wear, incorrect use or evident tampering, the defective goods will be repaired or replaced free of charge only if they are returned carriage paid to the Seller's premises, indicating the reason and the details of our relative invoice in the accompanying document.

  • 9. Warranty for defects

  • 9.1 Products sold by SMIPA have a warranty of one (1) year starting from the delivery to the Purchaser in relation to manufacturing defects or faults and is limited to the replacement or repair of the defective products that are acknowledged at the Seller's premises, with exclusion of any right to compensation for damages; the aforesaid warranty does not apply to products already used and/or bearing signs of tampering; the costs of transporting the products to be replaced or repaired and of the replaced or repaired products are to be borne by the Purchaser, unless otherwise agreed in writing.
    9.2 In the presence of the conditions referred to in the previous paragraph, the Seller will replace or repair the Product found defective free of charge if delivered carriage free with the delivery note on which must be indicated, in addition to the writing DEFECTIVE GOODS, the details of the document subject to tax issued at the time of sale.
    9.3 Except in the case of wilful misconduct or gross negligence, the Seller will be held, in case of defects or lack of quality of the products, only to repair or replace the defective products; it is understood that the aforementioned warranty (consisting of the obligation to repair or replace the products) includes and replaces the guaranties or responsibilities of the Seller (both contractual and non-contractual) in any case originated from the products supplied (e.g. compensation for damages, loss of profits etc. .).
    9.4 The Purchaser is not authorized to make any deduction from the agreed price (for example in the case of alleged product defects), unless by prior written agreement with the Seller.

  • 10. Returned goods

  • 10.1 Any returned goods are accepted only if previously agreed in writing with the Seller.

  • 11. Jurisdiction

  • 11.1 These General Conditions of Sale are governed by the laws of the Italian Republic; for anything not expressly regulated by these conditions, the law of the Civil Code will be applied.
    11.2 For any dispute deriving from the sales contract as governed by these General Conditions of Sale or connected to it, will be dealt with by the Court of Vicenza.

  • 12 Organizational Model pursuant to Law 231/01

  • 12.1 Smipa has adopted an Organizational Model to reduce the risk of committing crimes within its corporate organization and in its professional business. Pursuant to the Organizational Model, a Code of Ethics was adopted which can be viewed on the www.smipasrl.com website. The Customer is also invited to check the presence of the Organizational Model of its professional business and if it should be lacking, to evaluate its adoption.