DELIVERY<\/strong><\/p>\n4.1 This clause does not apply where the Goods are collected at the Supplier\u2019s premises.<\/p>\n
4.2 The Supplier shall ensure that:<\/p>\n
4.2.1 each delivery of the Goods is accompanied by a delivery note stating the date of the Order, all Customer and Supplier reference numbers, the type and quantity of the Goods (including the Goods\u2019 code number, where applicable), special storage instructions (if any), and, if the Order is delivered by instalments, the outstanding balance of Goods remaining to be delivered; and<\/p>\n
4.2.2 if the Supplier requires the Customer to return any packaging materials to the Supplier, this is clearly indicated on the delivery note. The Customer shall make such packaging materials available for collection within the time reasonably required by the Supplier. The return of packaging materials shall be at the Supplier\u2019s expense.<\/p>\n
4.3 The Supplier shall deliver the Goods to the location specified in the Order or to any other location agreed by the parties (\u201cDelivery Location\u201d) at any time after the Supplier has notified the Customer that the Goods are ready.<\/p>\n
4.4 Delivery of the Goods is completed on arrival of the Goods at the Delivery Location.<\/p>\n
4.5 If the Customer requests that the Goods be redirected to another address after the Goods have been dispatched, the Customer may be required to pay an additional shipping cost.<\/p>\n
4.6 All dates indicated for delivery are approximate only and time for delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods caused by a Force Majeure Event or by the Customer\u2019s failure to provide adequate delivery instructions or any other relevant instructions for the supply of the Goods.<\/p>\n
4.7 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer to obtain substitute goods of similar description and quality in the cheapest available market, less the price of the Goods. The Supplier shall have no liability for failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or by the Customer\u2019s failure to provide the Supplier with adequate delivery instructions or any other relevant instructions for the supply of the Goods.<\/p>\n
4.8 If the Customer fails to take or accept delivery of the Goods within three business days of notification to the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or by the Supplier\u2019s failure to comply with its obligations under the Contract:<\/p>\n
4.8.1 delivery of the Goods shall be deemed completed at 9:00 a.m. on the [third] Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and<\/p>\n
4.8.2 the Supplier shall store the Goods until delivery and charge the Customer all related costs and expenses (including insurance).<\/p>\n
4.9 If, 10 business days after the day on which the Supplier notified the Customer that the Goods were ready for delivery, the Customer has not taken or accepted delivery, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.<\/p>\n
4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in one instalment shall not entitle the Customer to cancel any other instalment.<\/p>\n
4.11 Upon receipt of delivery, the Customer will be asked to sign for the Goods received. If the packages and\/or Goods do not appear to be in good condition, delivery should be refused. If the Customer is unable to inspect the contents of the delivery, it must sign \u201cNOT INSPECTED\u201d together with its full name. Otherwise, any warranty claim that the Customer may subsequently make could be prejudiced. The Customer must ensure that any inspection of the Goods takes place within 24 hours of delivery and, in case of damage\/incompleteness, the Customer must notify the Supplier within 48 hours of delivery.<\/p>\n
4.13 For international deliveries, the Supplier delivers to the countries listed on the Shipping page of the website. The Customer may be subject to import duties and taxes which are applied when the delivery reaches the destination and the Customer will be responsible for payment of such duties and taxes. The Supplier has no control over such charges and cannot predict their amount.<\/p>\n
<\/p>\n
RETURN OF GOODS<\/strong><\/p>\n5.1 Nova Distribution srl, at its sole discretion, will accept the return of unwanted stock items that the Customer no longer needs. Items ordered as special orders and not held in stock by Nova Distribution srl cannot be returned for credit.<\/p>\n
Returns of goods are accepted only within and not beyond 14 days from the date of purchase and the shipping costs for the return are at the Customer\u2019s expense.<\/p>\n
To qualify for a return, the item must be unused, in the same condition in which it was received from Nova Distribution srl and in the original packaging. Proof of purchase must also be included with the returned item.<\/p>\n
A credit will be issued to the Customer\u2019s account after inspection of the returned items, which will then be deemed suitable for restocking.<\/p>\n
Nova Distribution srl reserves the right not to accept a returned item and\/or to charge a restocking fee of up to 20% of the invoice amount of the returned goods.<\/p>\n
<\/p>\n
\n- QUALITY<\/strong><\/li>\n<\/ol>\n
6.1 The warranty granted under this clause 6 is valid only for those who purchase the Goods for internal use. If the Goods are resold, any available warranty will become void.<\/p>\n
6.2 The Supplier warrants that at the time of delivery, and for a period of 90 days from the date of delivery (\u201cwarranty period\u201d):<\/p>\n
6.2.1 the Goods conform in all material respects to their description;<\/p>\n
6.2.2 the Goods are free from material defects in design, materials and workmanship; and<\/p>\n
6.2.3 the Goods are fit for the purpose for which they are intended as indicated by the Supplier.<\/p>\n
6.3 The warranty applies only if:<\/p>\n
6.3.1 any defects or faults are notified in writing by the Customer promptly and in any case within 8 (eight) days of delivery for apparent defects or from discovery for hidden defects. It is understood that this warranty will be limited only to cases where the defect or fault notified is not instead attributable, directly or indirectly, to the Customer\u2019s activities or to incorrect use and\/or storage of the Product; and<\/p>\n
6.3.3 the Customer (if requested by the Supplier) returns such Goods to the Supplier\u2019s business premises at the Supplier\u2019s expense,<\/p>\n
the Supplier may, at its discretion, repair or replace the defective Goods or fully refund the price of the defective Goods.<\/p>\n
6.4 In any case, the Supplier shall not be liable and the warranty shall lapse if:<\/p>\n
6.4.1 the Customer makes any further use of such Goods after having notified them in accordance with clause 6.3.1 and 6.3.2;<\/p>\n
6.4.2 the defect arises because the Customer has not followed the Supplier\u2019s oral or written instructions regarding storage, commissioning, installation, use and maintenance of the Goods or good commercial practice relating thereto;<\/p>\n
6.4.3 the defect is due to normal wear and tear, intentional damage, negligence or abnormal storage or working conditions;<\/p>\n
6.4.4 the Goods differ from their description as a result of changes made to ensure they comply with applicable legal or regulatory requirements; or<\/p>\n
6.4.5 in relation to remanufactured compressors, clause 5.9 does not apply.<\/p>\n
6.5 Subject to the provisions of this clause 6, the Supplier shall have no liability to the Customer in relation to the failure to comply with clause 6.1.<\/p>\n
6.7 These Conditions shall apply to all repaired or replacement Goods supplied by the Supplier.<\/p>\n
6.8 If the Goods supplied show a defect while under warranty, the Customer must notify the Supplier as soon as possible, but in any case within 8 days from the date on which the Customer discovered or should have discovered the damage, defect or claim.<\/p>\n
6.9 Replacement service and warranty for remanufactured products<\/p>\n
6.9.1 Nova Distribution srl offers a range of remanufactured products on an exchange basis, including a 6\u2011month warranty from the date of delivery.<\/p>\n
6.9.2 The products included in the programme are indicated at the time of the offer.<\/p>\n
6.9.3 The products are offered on a like\u2011for\u2011like basis and the exchanged item must be returned to Nova Distribution srl within 10 business days of receipt. Nova Distribution srl may offer a collection service, if requested, at the appropriate cost.<\/p>\n
6.9.4 If the exchanged item is not returned within the 10\u2011day period, Nova Distribution srl reserves the right to charge an additional amount on the invoice.<\/p>\n
<\/p>\n
\n- TITLE AND RISK<\/strong><\/li>\n<\/ol>\n
7.1 The risk in the Goods shall pass to the Customer at the time of dispatch.<\/p>\n
7.2 Ownership of the Goods shall not pass to the Customer until the Supplier has received full payment for:<\/p>\n
7.2.1 the Goods; and<\/p>\n
7.2.2 any other goods which the Supplier has supplied to the Customer for which payment is due.<\/p>\n
7.3 Until ownership of the Goods passes to the Customer, the Customer shall:<\/p>\n
7.3.1 hold the Goods on a fiduciary basis as the Supplier\u2019s bailee;<\/p>\n
7.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier\u2019s property;<\/p>\n
7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;<\/p>\n
7.3.4 keep the Goods in satisfactory condition and insure them against all risks for their full price from the date of delivery;<\/p>\n
7.3.5 notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.2; and<\/p>\n
7.3.6 provide the Supplier with information relating to the Goods that the Supplier may from time to time require, but the Customer may resell or use the Goods in the ordinary course of its business.<\/p>\n
7.4 If, before ownership of the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 9, or the Supplier reasonably believes that such an event is about to occur and notifies the Customer accordingly, provided that the Goods have not been resold or irreversibly incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter the Customer\u2019s or any third party\u2019s premises where the Goods are stored to recover them.<\/p>\n
<\/p>\n
\n- PRICE AND PAYMENT<\/strong><\/li>\n<\/ol>\n
8.1 The price of the Goods and delivery shall be the price stated in the Order or, if no price is stated, the price stated on the Supplier\u2019s website at the date of delivery. Every effort is made to ensure that prices stated on the Supplier\u2019s website are always up\u2011to\u2011date and correct. If an error occurs when the Customer places an Order, the Supplier will inform the Customer as soon as possible and offer the Customer the option to reconfirm the Order at the correct price, or to cancel the Order and receive a refund (if paid). If the Supplier does not receive an Order confirmation within days of notifying the Customer of the error, the Order will be automatically cancelled and a refund issued.\u200b<\/p>\n
8.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods due to:<\/p>\n
8.2.1 any factor beyond the Supplier\u2019s control (including exchange rate fluctuations, increases in taxes and duties and increases in labour, materials and other production costs);<\/p>\n
8.2.2 any request by the Customer to change the delivery date(s), quantity or type of Goods ordered; or<\/p>\n
8.2.3 any delay caused by any instruction of the Customer or the Customer\u2019s failure to provide the Supplier with adequate or accurate information or instructions.<\/p>\n
8.3 The price of the Goods does not include the costs and charges of packaging, insurance and transport of the Goods, which will be invoiced to the Customer.<\/p>\n
8.4 The price of the Goods does not include amounts in respect of value added tax (\u201cVAT\u201d). The Customer shall, upon receipt of a VAT\u2011inclusive invoice from the Supplier, pay to the Supplier the additional amounts in respect of VAT chargeable on the supply of the Goods.<\/p>\n
8.5 Unless otherwise agreed in writing between the Parties, the Customer shall pay the invoice in full at the time of placing an Order and delivery shall not take place until such payment is received.<\/p>\n
8.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date (\u201cdue date\u201d), the Customer shall pay interest on the overdue amount at the rate applicable to commercial transactions under D.Lgs. 231\/2002 and subsequent amendments, without prejudice to any greater damage. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, both before and after judgment. The Customer shall pay the interest together with the overdue amount.<\/p>\n
8.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding, except as required by law, and the Customer shall have no right to assert any credit, set\u2011off or counterclaim against the Supplier to justify withholding payment of such amount, in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owed to it by the Customer against any amount owed by the Supplier to the Customer.<\/p>\n
8.8 If the Supplier supplies Goods on credit terms, this is entirely at the Supplier\u2019s discretion and may be withdrawn at any time, at which point any outstanding amounts become immediately due.<\/p>\n
8.9 Any credit terms granted by the Supplier shall be confirmed to the Customer in writing.<\/p>\n
8.10 Any credit notes shall be used within six months from the date of issue. Credit notes older than six months are not valid.<\/p>\n
<\/p>\n
<\/p>\n
\n- CUSTOMER INSOLVENCY OR INCAPACITY<\/strong><\/li>\n<\/ol>\n
9.1 If the Customer is subject to any of the events listed in clause 9.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums relating to Goods delivered to the Customer shall become immediately due and payable.<\/p>\n
9.2 For the purposes of clause 9.1, the relevant events are:<\/p>\n
9.2.1 The Customer suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts, or enters into or is subject directly or indirectly to any insolvency or crisis\u2011management procedure provided for under Italian law;<\/p>\n
9.2.2 the Customer starts negotiations with all or part of its creditors with a view to renegotiating any of its debts, or makes a proposal or enters into any compromise or agreement with its creditors;<\/p>\n
9.2.3 the company is placed into liquidation (even voluntary), except solely for the purpose of a scheme for a merger or incorporation with one or more other companies;<\/p>\n
9.2.4 the Customer is the subject of a bankruptcy petition;<\/p>\n
9.2.5 the Customer suffers an enforcement measure (movable or immovable) against it and such enforcement is not revoked\/annulled within 14 days of its enforcement;<\/p>\n
9.2.6 any event or proceeding occurs in respect of the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 9.2.1 to 9.2.5 (including);<\/p>\n
9.2.7 the Customer\u2019s financial position deteriorates to such an extent that, in the Supplier\u2019s judgment, the Customer\u2019s ability to properly perform its obligations under the Contract is jeopardised; and<\/p>\n
9.2.8 the Customer dies or, due to illness or incapacity (mental or physical), is unable to manage its affairs or becomes a patient under any mental health legislation.<\/p>\n
9.3 Termination of the Contract, however it occurs, shall not prejudice any of the rights and remedies of the parties accrued at the time of termination. Clauses that expressly or implicitly survive termination of the Contract shall continue in full force and effect.<\/p>\n
<\/p>\n
\n- LIMITATION OF LIABILITY<\/strong><\/li>\n<\/ol>\n
10.1.1 The Supplier\u2019s liability for damages to persons and property caused by defective Products shall be only that which arises mandatorily under Italian law; and<\/p>\n
10.2.2 the Supplier\u2019s total liability to the Customer in respect of all other losses arising from or in connection with the Contract, whether contractual, tortious (including negligence), for breach of statutory duty or otherwise, shall in no event exceed the price of the Goods.<\/p>\n
10.3 Except as expressly stated in these Conditions, the Supplier gives no representation, warranty or undertaking in relation to the Goods. Any representation, condition or warranty that might be implied or incorporated into these Conditions, whether by statute, by law or otherwise, is excluded to the fullest extent permitted by law. In particular, the Supplier shall not be responsible for ensuring that the Products are fit for the Customer\u2019s purposes.<\/p>\n
<\/p>\n
FORCE MAJEURE<\/strong><\/p>\nNeither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A \u201cForce Majeure Event\u201d means any event beyond the reasonable control of a party, which by its nature could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock\u2011outs or other industrial disputes (whether involving its own workforce or that of a third party), failure of energy sources or transport networks, acts of God, wars, terrorism, riots, civil disturbances, interference by civil or military authorities, national or international calamities, armed conflicts, wilful damage, breakdown of plants or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, failures of communications, collapse of structures, fires, floods, storms, earthquakes, losses at sea, epidemics or similar events, natural disasters or adverse extreme weather conditions, or default by suppliers or subcontractors.<\/p>\n
<\/p>\n
\n- MISCELLANEOUS<\/strong><\/li>\n<\/ol>\n
12.1 Assignment and subcontracting<\/p>\n
12.1.1 The Supplier may at any time assign, transfer, charge, subcontract or otherwise deal with all or any part of its rights or obligations under the Contract.<\/p>\n
12.1.2 The Customer may not assign, transfer, charge, subcontract or otherwise deal with all or any part of its rights or obligations under the Contract without the prior written consent of the Supplier.<\/p>\n
12.2 Notices<\/p>\n
12.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if a company) or its principal place of business (in any other case) or any other address that that party has specified to the other party in writing in accordance with this clause.<\/p>\n
12.3 Validity of the Contract<\/p>\n
12.3.1 If a court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part\u2011provision shall, to the extent required, be deemed deleted and the validity and enforceability of the other provisions of the Contract shall not be affected.<\/p>\n
12.3.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.<\/p>\n
12.4 Waiver<\/p>\n
A waiver of any right or remedy under the Contract is effective only if given in writing and shall not be construed as a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided by the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.<\/p>\n
12.5 Third\u2011party rights<\/p>\n
A person who is not a party to the Contract shall have no rights under or in connection with it.<\/p>\n
12.6 Amendments<\/p>\n
12.6.1 Each time the Customer orders Goods, the Contract between the Supplier and the Customer shall be governed by the Conditions in force at that time.<\/p>\n
12.6.2 Subject to clause 12.6.1, except as provided in these Conditions, any variation or amendment to the Contract, including the introduction of any additional terms and conditions, shall only be binding if agreed in writing and signed by the Supplier.<\/p>\n
12.7 Disclaimer<\/p>\n
12.7.1 The Supplier supplies high\u2011quality compressors and spare parts for refrigeration and air\u2011conditioning equipment for refrigerated transport. Third\u2011party product names, logos and other trade marks (registered or unregistered) referred to on this website (and in other Supplier marketing materials) are the property of their respective owners. Their use on this website does not imply that the owners are in any way affiliated with Nova Distribution srl.<\/p>\n
12.7.2 By way of example, but not exhaustive, Carrier\u00ae and Transicold\u00ae are registered trade marks of Carrier Corporation, registered in the United Kingdom and other countries. Thermo King\u00ae and TK\u00ae are registered trade marks of Thermo King Corporation. The use of these names and\/or those of other manufacturers and any OEM trade marks, codes or partial OEM codes, part numbers used together with the products on this website, is for the sole purpose of facilitating the identification of spare parts and products and is used only for reference purposes. They do not in any way constitute approval and\/or any association with the OEM in question, nor should they be used to infer any relationship between Nova Distribution srl and the third party in question. Further disclaimers and additional information can be viewed in the Disclaimer section of our website.<\/p>\n
12.8 Governing law and jurisdiction<\/p>\n
The Contract and any dispute or claim arising from or in connection with it or its subject matter or formation (including non\u2011contractual disputes or claims) shall be governed by and construed in accordance with Italian law and the parties irrevocably submit to the exclusive jurisdiction of the Court of Modena.<\/p>\n
<\/p>\n
CONFIDENTIALITY OBLIGATIONS<\/strong><\/p>\nAll information relating to the Supplier\u2019s know\u2011how and\/or patents, as well as other commercial and business information to which the Customer becomes aware in the course of any negotiations and the performance of the Contract, shall be treated as confidential and shall not be used, directly or indirectly, by the Customer except to the extent necessary for the proper performance of the Contract, nor disclosed to third parties. Confidential information includes information relating to the Supplier\u2019s plants, production equipment and other business assets, as well as production models and organisation, services provided by the Supplier, commercial initiatives, customers, management and performance of the Supplier\u2019s business, relationships with third parties, and so on. The Customer undertakes to take all reasonable precautions to keep such information secret.<\/p>\n
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Sales Terms and ConditionsINTERPRETATION 1.1 In these Conditions, the following definitions apply: Business daya day (other than Saturday, Sunday or a public holiday) on which banks are open for business; Conditionsthe terms and conditions set out in this document; Contractthe contract between the Supplier and the Customer for the sale and purchase of the Goods […]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_et_pb_use_builder":"on","_et_pb_old_content":"","_et_gb_content_width":"","_joinchat":[],"footnotes":""},"class_list":["post-786787","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/www.novadistribution.eu\/en\/wp-json\/wp\/v2\/pages\/786787","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.novadistribution.eu\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.novadistribution.eu\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.novadistribution.eu\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.novadistribution.eu\/en\/wp-json\/wp\/v2\/comments?post=786787"}],"version-history":[{"count":3,"href":"https:\/\/www.novadistribution.eu\/en\/wp-json\/wp\/v2\/pages\/786787\/revisions"}],"predecessor-version":[{"id":786800,"href":"https:\/\/www.novadistribution.eu\/en\/wp-json\/wp\/v2\/pages\/786787\/revisions\/786800"}],"wp:attachment":[{"href":"https:\/\/www.novadistribution.eu\/en\/wp-json\/wp\/v2\/media?parent=786787"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}