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General Terms and Conditions of Sale (EU)

 1. Definitions

For the purposes of this General Terms and Conditions of Sale (“General T&C”) :

PGT  shall mean Pegoraro Gas Technologies s.r.l.  Italian company with registered office at Via della Tecnica n. 28, 36100 Vicenza, Italy, represented by its legal representative pro tempore ;

CLIENT  shall mean the company that purchases PGT’s goods;

GOODS  shall mean the vaporizers and systems produced and/or sold by PGT;

CONTRACT  shall mean the agreement for the supply of the Goods executed between PGT and the Client according to section 2 below.

 2. Formation of the Contract

2.1 The Contract for the supply of the Goods, the related accessories and any service provided by PGT is governed by these General T& C, which constitutes an integral and essential part thereof, and shall be considered as entered into force upon receipt by the Client of PGT’s order confirmation.

2.2 The Client shall send to PGT the order confirmation duly executed by its legal representative and filled with the date of signature within 3 working days as of the date of receipt.

2.3 In no event shall any general conditions of any nature inserted and/or specified in the Client’s forms and/or in other documents sent to PGT by the Client, and/or of which PGT has been made aware in any manner whatsoever, apply to the Contract and/or to any other supply of the Goods. Specific terms and/or conditions of supply shall apply to the Contract only if reported in PGT’s order confirmation. Any further change and/or amendment shall be binding and valid only if accepted in writing by both parties.

2.4 Without prejudice to any other remedies available, PGT shall have the right to refuse orders if defective.

2.5 Should the Client request any amendment to the Contract, PGT will send a new estimate of the costs relating to the requested Goods and/or services which shall be deemed to be accepted by the Client, and consequently the Contract shall be considered as amended, after 5 working days as of the date of receipt in the absence of a written refusal sent by the Client to PGT.

2.6 In case the Client withdrawn from the Contract, without prejudice to PGT’s right to withhold any amount paid by the Client as a compensation for damages and to claim for any further damages, PGT shall have the right to claim the payment of the following amounts:

– 10% of the price of the Goods after 1 week as of the date of execution of the Contract;

– 50% of the price of the Goods after purchase of specific accessories and materials by PGT;

– 60% of the price of the Goods in case the production process is already started;

– 80% of the price of the Goods in case the installation of the Goods is already started;

– 100% of the price of the Goods in case of Goods ready for dispatch.

 3. Characteristics of the Goods

3.1 PGT shall in any case be entitled to modify at any time the Goods, providing the technical solutions necessary to grant their correct manufacturing and complete functioning, in compliance with the quality and performing standards agreed with the Client.

3.2 Unless otherwise agreed upon between the parties, the functional parameters and the performance of the Goods are specified in PGT’s drawings, technical sheets and/or catalogues.

 4. Price and Delivery

4.1 The price of the Goods specified in the Contract is a unitary price and it does not include Vat. The currency is Euro. PGT reserves the right to increase the price of the Goods specified in the Contract should the costs of the raw material or the production costs increase after the execution of the Contract for any reason not depending on PGT. PGT shall immediately notice the Client thereof and the said increase of the price shall be deemed as tacitly accepted by the Client, as a amendmend to the Contract, unless expressly rejected in writing by the latter within 5 working days following the date of receipt of the said notice.

4.2 Unless otherwise stated, the price does not include accessories, packing and all the costs related to the assembly and testing of the Goods. In case of invoice not exceeding Euro 100.00 PGT will charge Euro 30.00 as administrative costs.

4.3 Unless otherwise specified in the Contract, PGT shall supply the Goods Ex Works PGT’s premises in Vicenza, Italy, Via della Tecnica n. 28 (EXW Incoterms® ed. 2010). Therefore, the Client shall bear all the costs, duties and risks and carry out all the formalities related to the transportation, exportation and importation of the Goods in the country of destination.Customs clearance shall be done in Italy.

4.4 The terms of delivery of the Goods shall be those specified in the Contract and in no case they shall they be deemed as of essence. In case of delays in the delivery of the Goods caused by a fortuitous event, force majeure or other causes not depending on PGT’s wilful misconduct and/or gross negligence, the Client shall not be entitled to claim any compensation for damages, nor to ask for the termination of the Contract and/or price reduction.

4.5 Any Client’s delay in the communication of the technical specifications required by PGT shall cause a proportional postponement of the agreed delivery terms, to be renegotiated from time to time in good faith. Unless otherwise agreed in writing, should the Client ask for some technical modifications of the Goods after the execution of the Contract, saved the right of PGT to review the prices on the account of such changes, the relevant term of delivery shall be automatically postponed for the time reasonably required to implement the technical changes requested.

4.6 In case of a delay in the collection of the Goods exceeding 10 days from the agreed date, the Client shall bear all the expenses concerning the occupation of the warehouse, granting to PGT a consideration to be negotiated from time to time, but in any case not less than 3% and not higher than 8% of the price of the Goods specified in the Contract for any week or fraction of week of delay. In any case, the risk of damage, deterioration and/or theft of the Goods shall be borne by the Client from the initially agreed delivery date.

 5. Retention of title

5.1 PGT shall be the sole owner of the Goods until the date of their full payment.

5.2 Until full payment of the price of the Goods, the Client shall not transfer to third parties, resell or constitute security over the Goods, which shall have a specific label informing any third parties that the they belong to PGT. Should the Client breach any of the above mentioned obligations, PGT will have the right to immediately terminate the Contract by mean of a written notice to be sent to the Client by return receipt registered letter or any equivalent means.

5.3 Should the Contract be terminated due to the Client’s fault, PGT shall be allowed to withhold any advance payment of the latter as an indemnity within the limits set forth by the applicable law, without prejudice to PGT’s right to claim for further damages.

 6. Payment

6.1 Payment shall be made according to the terms and condition set forth in the Contract.

6.2 Any late collection or non-collection of the Goods by the Client shall not cause an extension and/or postponement of the terms of payment. Overdue accounts bear interests as per D.lgs 231/2002 and further amendments.

6.3 PGT shall be entitled to suspend the delivery of the Goods should: (a) the Client’s assets and/or financial standings jeopardize the relevant payment; (b) the Client fails to timely pay Goods previously supplied by PGT, also on the basis of other contracts, until full payment of the outstanding credit and/or until receipt of proper guarantees of the Client for any delivery in progress, without prejudice to PGT’s right to claim for any damages suffered as a consequence thereof.

6.4 In no event shall any vice and/or defect of the Goods and/or any delay of delivery as to the agreed terms, give the Client the right to suspend the relevant payments and/or any other payment for whatever reason due to PGT also under other contractual relationships.

 7. Certificate of testing, certificate of origin, delivery documents

7.1 Any request for issuance of certificate of testing, certificate of origin and/or Eur1 shall be made by the Client at the latest upon execution of the Contract.

7.2 The costs of the said certificates shall be the one specified in PGT’s price list.

 8. Warranty

8.1 PGT warrants that the Goods will be free from defects not due to PGT’s fault and/or negligence for a period of 18 months as of the date of the relevant delivery (“Warranty Period”).

8.2 Should the complaints raised by the Client within the Warranty Period be accepted by PGT, the latter shall, at its exclusive discretion, repair and/or replace the defective Good and/or the defective component with delivery Exworks PGT’s premises in Vicenza, Italy, Via della Tecnica n. 28 (EXW Incoterms® 2010).

The warranty obligations herewith undertaken shall be effective and binding only provided that PGT has the opportunity to verify the vices and/or defects raised by the Client. PGT’s warranty obligation shall be deemed as entirely fulfilled with the repair of the defect claimed by the Client, or with the replacement of the defective Goods and/or components, without any further obligations. Unless otherwise agreed in writing by the Parties, all the expenses related to the return to PGT of the Goods acknowledged by PGT to be defective shall be borne by the latter.

8.3 Subject to forfeiture of warranty, the Client shall notify in writing, by return receipt registered letter, any defect(s) found in any delivered Good within and not later than 8 days as of the date of the actual delivery or, in case of hidden defects, within and not later than 8 days as of the date of the relevant discovery.

8.4 The warranty is expressly excluded for defects of the Goods arising from or consisting in:

• any repair, alteration and/or modification not authorized in writing by PGT;

• normal wear and tear of the materials or of the single components;

• improper use and/or application of the Goods;

• defects and/or mistakes in the technical specifications, if any, supplied by the Client or by third parties entrusted by the latter;

• negligent maintenance of the Goods;

• installation not in compliance with PGT’s instructions;

• failure to comply with any functional and environmental parameter indicated by PGT for the correct functioning

of the Goods;

• any other event for which PGT is not directly liable.

The Client shall be subject to forfeiture of the warranty should the same fail to timely pay the agreed price, even if such a default or delay concerns only a portion of the Good aggregate price.

8.5 Without prejudice to the compulsory product’s liability law and any liability for wilful misconduct and/or gross negligence, PGT shall not be liable for direct, indirect or incidental damages caused to the Client and and/or to third parties as a consequence of the defects of the Goods.

8.6 The Client shall not be entitled to terminate the Contract for defects of Goods subject to this warranty, should PGT timely comply with the obligations of this warranty.

 9. Force Majeure

9.1 In the event of an Act of God including but not limited to a flood, earthquake, typhoon, epidemic or other natural calamity, war or armed conflict or the serious threat of the same (including but not limited to a hostile attack, blockade, embargo, riot or insurrection), governmental order or regulation (including but not limited to prohibition or restriction of importation or exportation or the regulation or allocation of energy resources), labour disputes (including but not limited to a strike, slowdown, lockout or sabotage), late delivery of the raw material or of the accessories and/or any other event not depending on PGT’s conduct, PGT shall not be liable for any failure to perform any of its obligations hereunder.

9.2 Each party shall have the right to terminate the Contract upon prior written notice to the other party if such force majeure event continues for a period of 6 months.

 10. Installation – testing

10.1 When PGT is required to install the Goods by the Client’s premises according to the Contract, the installation shall be made on the agreed date. PGT shall release an installation report to the Client and the Client shall execute it.

10.2 The Client shall timely take care of all activities and works necessary for the proper installation of the Goods, as specified in the Contract.

10.3 The testing of the Goods at the Client’s premises shall be carried on only if specified in the Contract, in the   agreed date and according to PGT’s procedures.

10.4 In case the outcome of the testing is negative due to PGT’s fault, the latter will make the works an repairs necessary for the proper functioning of the Goods but it shall not be held liable for direct, indirect or incidental damages caused to the Client.

10.5 The Client shall forfeit any right, warranty, action and claim in respect to defects of the Goods which should have been detected by the Client with due diligence during the installation or testing of the Goods.

11. Governing law

The Contract and the supply of the Goods shall be governed by the Italian law. The United Nations Conventions on the International Sale of Goods (Vienna Convention 1980) shall apply.

12. Exclusive court

12.1 All disputes arising out of or relating to the General T& C and/or the supply of the Goods shall be exclusively submitted to and settled by the Court of Vicenza, Italy.

12.2 PGT shall in any case be entitled, at its exclusive discretion, to institute legal proceedings before the Court of the place where the Client has its registered office.

13. Waiver

The non-enforcement by the PGT of any provision contained in the Contract shall not be construed by the Client as a waiver of the right to enforce the provision at another time under different circumstances and/or enforce other provisions of the Contract.

 14. Notice

14.1 Any notice required or permitted to be given by the parties under the Contract and/or these the General T& C shall be in writing in English and shall be sent to the last known address of the recipient party, by registered letter returned receipt or any equivalent means.

14.2 Notices sent by mail shall be deemed to be received after seven (7) days from the dispatch. Notices sent by email, fax or any other equivalent means shall be deemed to be received on the date of the dispatch.

 15. Intellectual Property Rights

15.1 The Client acknowledges that the intellectual property rights related to the Goods and to any patterns, specifications, drawings, sketches, models, samples, tools, dies, moulds, designs, technical information delivered by PGT under the Contract are and shall remain the exclusive property of PGT.

15.2 The Client shall keep confidential and not divulge to any third party any and all information qualified as “confidential” by PGT.


Registered and Main office: 36057 Arcugnano (fraz. Nogarazza) (VI) − Italy Via A. Meucci 77

Tel 0444 289382 – Cap.Soc. € 100.000,00.i.v. C.F.e P.i. 03402960243