General Terms and Conditions for Sales Contracts

Scope of application

These General Terms and Conditions for Sales Contracts are a translation of the German and Italian versions. In case of doubt, the German version shall apply.
These General Terms and Conditions do not apply to sales via our online shop, but apply to general sales contracts (offline, e.g. purchase of a BLACKCAMP mini caravan). The General Terms and Conditions for the online shop can be found here.

1. General provisions

1.1 The following General Terms and Conditions (hereinafter also referred to as ‘GTC’) of Schwarz AG (hereinafter also referred to as ‘Schwarz’ or ‘Seller’) are an essential and integral part of all contracts concluded between Schwarz AG as Seller and the Buyer, an industrial or commercial enterprise (hereinafter also referred to as ‘Customer’ and ‘Contract’ or ‘Contracts’), for the delivery of the Seller’s products (hereinafter referred to as ‘Products’).

1.2 ‘Company’ (Customer) within the meaning of these GTC is a natural or legal person, a business or a partnership or corporation that acts in the exercise of its independent professional or commercial activity when concluding legal transactions.

1.3 If, by way of exception, the GTC also apply to legal transactions with consumers within the meaning of Legislative Decree 206/2005, they shall only apply to the extent that they do not contradict the provisions therein.

1.4 The GTC apply to all transactions concluded between the seller and the customer without the need for an express reference to them or a special agreement. Deviating terms or conditions shall only apply if they have been confirmed in writing by the Seller.

1.5 The Seller reserves the unilateral right to amend, supplement or vary the General Terms and Conditions for technical production reasons or to comply with legal requirements, by attaching these amendments to offers or correspondence addressed to the Customer. Such amendments shall be deemed to have been accepted by the Customer after a period of 30 (thirty) days from the date of receipt, without prejudice to the Customer’s right to declare in writing to the Seller within this period that it does not wish to accept them.

1.6 These General Terms and Conditions can be viewed, downloaded and printed by the Customer at any time at the Internet address www.schwarz.it (hereinafter referred to as the ‘Website’), as amended from time to time.

1.7 For all matters not regulated by these General Terms and Conditions, the rules and provisions of the Italian Civil Code on sales shall apply.

1.8 The information or data contained on the seller’s website, in advertising materials and price lists, in catalogues and similar documents concerning the technical features and/or specifications of the goods supplied by Schwarz shall only be binding to the extent that they are expressly referred to in the contract.

1.9 The GTC shall be made available to the customer in German and Italian. In the event of discrepancies, the versions translated into languages other than German shall prevail.

1.10 These GTC apply exclusively to contracts concluded in the territory of the European Union / in Italy, Austria and Germany.

2 Subject matter of the contract

2.1 The Seller is a manufacturer and dealer (reseller) of various types of trailers (agricultural, forestry and road-bound) for tractors and cars as well as forestry machinery and concludes contracts directly with the Customer.

2.2 The subject matter of each contract concluded between the parties is defined in the respective contract (also referred to as the ‘object of sale’ or ‘product’).

2.3 The contract contains the specifications of the product (brand, technical data, equipment, accessories).

3 Offers and conclusion of contract

3.1 All offers made by the Seller are always subject to change and non-binding.

3.2 The Seller reserves the right to make the validity of offers and quotations subject to a time limit, which is determined by the date of submission. After expiry of the deadline, the offer and quotation shall be deemed to have been rejected.

3.3 In the case of an offer or contract from Schwarz, the contract is concluded by written confirmation from the customer. The order confirmation/acceptance of the offer or the signed contract can also be sent by PEC. In the absence of collateral agreements or special requests, the order confirmation or the contract shall prevail.

3.4 The term of the contract shall commence upon signature.

4 Industrial property

4.1 The Seller reserves all industrial property rights.

4.2 The customer is authorised to use the industrial property only within the limits and for the purposes of the contract. Any further use, reproduction or making available of these documents by the customer requires the express written consent of the seller.

5 Transfer of risk

5.1 Unless otherwise agreed, the products shall be transported at the customer’s risk.

5.2 The risk shall pass to the customer when the product is delivered to the customer or, if applicable, to the forwarding agent or carrier.

6 Prices and terms of payment

6.1 The prices stated in the offers or cost estimates are ex works. VAT, registration and insurance costs and all ancillary costs associated with the contract shall be borne by the customer.

6.2 The Seller is authorised to request a deposit of up to 30% of the total price of the product(s) when sending the offer or contract to the Customer.

6.3 Unless otherwise agreed, the balance of the price is due upon delivery of the product. If payment is not made on time, the seller is entitled to charge the customer interest on arrears at the applicable bank interest rate, increased by 3 percentage points. If this interest exceeds the usury limit, the highest permissible interest rate will be charged. Complaints shall not entitle the customer to refuse or defer payment.
Notwithstanding the foregoing, in the event of non-payment of the price on the due date, the Seller shall have the right to withdraw from the contract, take back the contractual product and charge the Customer a monthly compensation for the use and depreciation of the product for the period between delivery and resale of the product equal to 10% of the agreed price.
In any case, the Customer shall be liable for any damage caused to the Product.

6.4 Payments shall be made by direct transfer/transfer to the Seller’s current account or to an authorised representative to be designated by the Seller in advance.

6.5 In the case of contracts for products of considerable economic importance, the Seller reserves the right to demand further instalments at different intervals until the products have been delivered in full. If the customer is in arrears with his instalments, the seller’s total claim shall become due immediately.

6.6 In the case of custom-made products or special specifications, the Seller reserves the right to demand an advance payment or a payment guarantee or to only commence production or services once the Customer has paid at least 50 per cent of the contract value.

6.7 The withholding of payments due to warranty claims or other counterclaims not recognised by the Seller, including the offsetting of counterclaims, is expressly excluded.

7 Retention of title

7.1 The Seller retains title to the delivered product until full payment of the contractually agreed price and all claims arising from the current business relationship, including ancillary costs.

8 Delivery conditions, dispatch, complaints

8.1 The commencement of the delivery periods stated or confirmed by the Seller is subject to the timely, proper and complete fulfilment of the Customer’s obligations, including the provision of the technical data and the submission of the documents requested by Schwarz.

8.2 Unless expressly agreed otherwise between the parties, the delivery periods are ex works and commence upon receipt of the agreed deposit and the provisions of Art. 8.1.

8.3 The registration documents for the Products shall be delivered only after payment of the balance of the price stipulated in the Contract.

8.4 The Seller shall not be liable for delays in delivery if these do not exceed the delivery time agreed in the Contract by more than 60 working days.

8.5 The Seller reserves the right to delay delivery, without the Customer being entitled to any compensation, if the delivery time cannot be met due to delays attributable to its suppliers of materials and services for the manufacture of the Products or if the Customer requests subsequent or additional modifications to the Products or in the event of force majeure.

8.6 The customer must collect the product within 20 days of receiving notification from Schwarz that the product is ready for collection. If the customer refuses delivery or delays collection, the seller shall be entitled to charge the customer a parking fee of 1 – 2.5 % of the total price of the contract plus interest and costs and without prejudice to compensation for any further damages.

8.7 The Seller shall also be entitled to dispose of the Product otherwise after setting and fruitless expiry of a period of 60 days from the notice of cancellation.

8.8 The Customer must inspect the Products immediately after delivery or at the latest within 8 (eight) working days after delivery; after expiry of this period, the Customer loses the right to invoke a lack of conformity. Any defects must be notified to the Seller in writing by means of a detailed description by registered letter with acknowledgement of receipt or by PEC.

9 Impossibility, force majeure

9.1.
Bei Unmöglichkeit der Lieferung hat der Kunde keinen Anspruch auf Schadensersatz, es sei denn, der Verkäufer hat die Nichtlieferung unmittelbar zu vertreten oder es liegt eine Haftung für Vorsatz oder grobe Fahrlässigkeit vor.

9.2.
Verzögert sich die Lieferung durch den Eintritt unvorhersehbarer und außergewöhnlicher Umstände, gleichgültig, ob sie beim Verkäufer oder bei einem Lieferanten des Verkäufers eintreten (z.B. Feuer, Überschwemmungen, Epidemien, Pandemien, factum principis, Streiks, Arbeitsunruhen oder sonstige Betriebsunfälle, unvermeidbare Hindernisse, erklärter oder nicht erklärter Krieg, Embargos, gesetzliche oder behördliche Hindernisse, Aufstände oder andere Gründe, die außerhalb des Einflussbereiches der Parteien liegen), so verlängert sich die Lieferfrist in angemessenem Umfang, es sei denn, die Lieferung oder Leistung wird unmöglich.

9.3 If the delivery period is extended in this case or if the Seller is released from the obligation to deliver, the Customer shall not be entitled to compensation. If the hindrance lasts longer than 3 months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled.

9.4 If a force majeure event within the meaning of Art. 9.2 occurs, neither party shall be in default.

10 Obligation of confidentiality

10.1 The Customer undertakes not to disclose for itself and its employees and vicarious agents, as well as for third parties which it uses for the fulfilment of the Agreement, the contractual terms and conditions, business and trade secrets, know-how, data and information of the Seller, of whatever nature and in whatever format, and not to pass them on to third parties, including, but not limited to, those relating to the Seller’s products, organisation and business strategies directly or indirectly related to the Contract, during the entire term of the Contract and after its expiry or early termination for a period of three years.

11. Guarantee / Protection / Warranty for defects

11.1 Unless otherwise agreed, the products are guaranteed for 12 months from the date of delivery. Furthermore, the guarantee only applies to the pure supply of spare parts; all associated costs are excluded. For all machines and products not manufactured by Schwarz, the warranty of the respective manufacturer shall apply. The seller is liable for all material and construction faults (construction faults, frame deformations, axle and drawbar breakages). Excluded from the warranty are all wearing parts (brake system, electrical system, wheel and wooden floor wear, corrosion and drawbar and drive axle parts).

11.2 In the event of late payment of the purchase price, the security interest shall lapse.

11.3 In the event of a defect that is reported by the Customer immediately and in the manner described in Article 8.8, the Seller has the right to choose, at its own discretion, whether to repair or replace the (defective) parts of the Product. The Customer has no right to cancel the Agreement.

11.4 In order to repair or rectify defects, the Customer must bring the Product to the Seller’s workshop at its own expense.

11.5 The Seller shall only provide a warranty for defects that occur under the agreed conditions of use. The Seller shall not be liable and shall not provide any warranty for defects caused by the Customer or third parties attributable to the Customer, poor maintenance, modifications, improper use or repairs carried out without the Seller’s written consent.

11.6 The Seller shall not provide any warranty for minor and insignificant deviations from the agreed quality, in particular with regard to the surface finish or the paintwork.
The paintwork is a handmade paintwork with the possibility of imperfections (drips, brush retouching, etc.), which cannot be claimed. The seller is authorised to change dimensions and thicknesses by a maximum of +/- 5%.

12. Liability

12.1 If a product is manufactured by the Seller on the basis of design specifications, drawings or models provided by the Customer, the Seller’s liability and warranty shall be limited. The Seller accepts no liability for third-party repairs, for modifications or conversions of the products or for used products.

12.3 Unless otherwise agreed, the Seller shall not be liable to the Customer for any damage not related to the Product itself, loss of production by the Customer, loss of profit, consequential loss, loss of contract or any other consequential or indirect loss arising out of or in connection with the Product.

12.4 The Seller shall be exempt from any liability in connection with the registration or deregistration of the Products with the competent authorities (UMA, Motorisation, CPA, etc.).

13. Data protection

13.1 The Seller guarantees the secure transmission of data and the protection of the Customer’s privacy. Personal data will therefore be treated confidentially and in accordance with the law. The customer’s data shall be used exclusively for the fulfilment of the contract.

13.2 The customer’s data will not be passed on to third parties unless this is absolutely necessary for the fulfilment of the contract. The customer may object to the use of the data by the seller in the event of a breach of overriding confidentiality interests. All vicarious agents and employees of the Seller are obliged to comply with the Data Protection Act.

13.3 By signing these GTC, the Parties declare that they are the autonomous owners of the personal data in their possession as a result of the fulfilment of the contracts governed by the GTC and undertake to process such data in accordance with the provisions of General Data Protection Regulation no. 2016/279 and Legislative Decree no. 196/2003 and for the purposes necessary for the proper provision of the services referred to in these GTC.

13.4 Pursuant to Article 13 of Regulation (EU) 2016/679 and for the purposes of Articles 7 et seq. of the same EU Regulation, by signing these GTC, the Customer consents to the processing of personal data in the manner and within the limits published in the Privacy Policy published on the Website.

14 Applicable law

14.1 All legal relationships between the parties shall be governed exclusively by Italian law, to the exclusion of the 1980 Convention on Contracts for the International Sale of Goods (also referred to as ‘CISG’ or ‘UN Sales Convention’).

14.2 If the Customer is a consumer, the mandatory provisions of the Consumer Code shall also apply.

15. Jurisdiction

15.1 Subject to mandatory provisions, the exclusive place of jurisdiction for all disputes between the parties arising from the interpretation, validity or execution of these GTC and the related contracts shall be the Court of Bolzano.

16. Final provisions

16.1 These GTC replace all previous verbal and written agreements between the parties.

16.2 The full or partial invalidity of individual provisions of these GTC shall not affect the validity of the remaining provisions. In place of the invalid provision, a provision shall be agreed that comes closest to what the parties intended according to the original meaning and purpose of the invalid provision.

16.3 The notifications, declarations and cancellations provided for in these GTC shall be made in compliance with the formalities provided for in these GTC and to the address last notified in writing by the other party.

16.4 The parties agree and undertake to keep all confidential information secret and not to use it for their own purposes without the prior written consent of the other party, unless the information is publicly available.

16.5 Any behaviour of the parties that deviates from these GTC does not change or cancel the agreed rights and obligations and does not create any new rights and obligations.The customer ______________

The customer ______________
Date/Place ______________ _______________
Signature _______________

The seller
Date/Place ______________ _______________
Signature _______________

With reference to Articles 1341 and 1342 of the Civil Code, the Customer declares that he has understood and accepts, in particular, the following clauses of these GTC:
Art. 1.4, 1.5, 1.8, 1.9 (General provisions);
Art. 3.1, 3.2, 3.3, 3.4 (subject matter of the contract);
Art. 4.2 (Industrial property);
Art. 5.1, 5.2 (Transfer of risk);
Art. 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 6.7 (Prices and terms of payment);
Art. 7.1 (Retention of title);
Art. 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8 (terms of delivery/deliveries/complaints);
Art. 9.1, 9.2, 9.3 (impossibility, force majeure);
Art. 10.1 (Duty of confidentiality)
Art. 11.2, 11.3, 11.4, 11.6 (guarantee, protection, warranty for defects)
Art. 12.1, 12.2, 12.3, 12.4 (Liability)
Art. 14.1 (Applicable law)
Article 15.1 (Place of jurisdiction).

The customer
Date/Place ______________ _______________
Firma_______________ _______________