General Terms and Conditions of Sale

FLUID SYSTEM S.r.l. - sales to business customers (B2B) and, where applicable, consumers (B2C)

1. Subject matter and scope of application

1.1 – These General Terms and Conditions govern all current and future contractual relationships between the parties relating to the supply of components, equipment, hydraulic and pneumatic systems by FLUID SYSTEM S.r.l. (hereinafter the “Supplier”). They must be read in conjunction with any special conditions agreed in writing by the parties or included in the Supplier’s written confirmation accepting the order.

1.2 – Unless specifically approved in writing by the Supplier, any differing general or special conditions stated or referred to by the Customer in its communications to the Supplier shall have no effect.

1.3 – For the purposes of these General Terms and Conditions, “Customer” means any person or entity purchasing the Supplier’s products; “Business Customer” means a Customer acting in the course of its business, commercial, craft or professional activity; “Consumer” means a natural person acting for purposes outside any business, commercial, craft or professional activity carried out by that person, pursuant to Article 3 of Legislative Decree No. 206/2005 (Consumer Code).

1.4 – The Supplier’s supplies are primarily intended for Business Customers (B2B transactions). Where the Customer qualifies as a Consumer, the mandatory consumer protection provisions referred to in Article 14 shall apply and shall prevail over any incompatible provision of these General Terms and Conditions.

2. Formation of the contract

2.1 – The supply contract is concluded upon the Supplier’s written confirmation accepting the order.

2.2 – If the terms stated in the Customer’s order differ from those in the Supplier’s written confirmation, the latter shall constitute a new offer and the contract shall be deemed concluded when the Customer begins performance or accepts the products without an express written reservation.

2.3 – Any offers made by the Supplier shall be valid only for the period stated therein and solely for the complete supply of the items quoted.

2.4 – In the case of orders placed through digital platforms or e-commerce, the contract is concluded in accordance with Article 13 below. In relation to Consumers, conclusion of the contract and the related confirmation shall comply with Articles 49 and 51 of the Consumer Code, with the order confirmation provided on a durable medium.

3. Technical data, drawings and documents relating to the supply

3.1 – Data and illustrations contained in the Supplier’s catalogues, brochures, circulars or other illustrative documents are indicative only and shall not be binding unless expressly stated as such in the order confirmation.

3.2 – The Supplier reserves the right to make any changes to its products at any time that it considers appropriate, notifying the Customer if such changes affect installation.

3.3 – If the Customer proposes changes to the products, such changes shall become binding only once the parties have reached full written agreement on any price variations and delivery terms. Prices may also change if the quantities ordered are reduced or if faster delivery is requested than previously agreed.

3.4 – The Customer undertakes not to use, for purposes other than those provided for in the contract, the drawings, technical information and inventions relating to the supply, which remain the property of the Supplier and may not be disclosed to third parties or reproduced without the Supplier’s written authorisation.

3.5 – At the pre-contractual stage, the Customer is required to inform the Supplier of any specific regulations that must be complied with in the country of final destination of the goods.

4. Exclusions

4.1 – Unless otherwise agreed in writing, the supply does not include system design, installation of the equipment, specific testing, manuals and training courses, start-up assistance or any services and charges not mentioned in the Supplier’s written order acceptance confirmation.

4.2 – Likewise, packaging costs, taxes, stamp duties, customs charges, duties and any other additional costs are not included in the prices unless otherwise stated in the Supplier’s written order acceptance confirmation.

5. Deliveries

5.1 – Unless otherwise agreed, supplies are made Ex Works (EXW – Incoterms® 2020), excluding packaging. For e-commerce sales, the shipping conditions are stated on the platform and may differ.

5.2 – Upon delivery of the materials to the Customer or the carrier, the Supplier is released from its delivery obligation and the risks pass to the Customer, including where the Supplier is responsible for shipping or on-site installation. This provision does not apply to contracts with Consumers, for whom the risk of loss of or damage to the goods passes when the Consumer, or a third party designated by the Consumer other than the carrier, acquires physical possession of the goods, pursuant to Article 63 of the Consumer Code.

5.3 – Delivery times are indicative and are calculated in working days.

5.4 – Unless otherwise agreed, delivery times run from the conclusion of the contract. Where the Customer is required to make an advance payment, the delivery period shall not begin until payment has been received.

5.5 – Delivery times shall be automatically extended: 1) if the Customer does not provide the required data or materials in due time, requests changes during performance or delays approval of the execution drawings; 2) where circumstances not attributable to any lack of due care on the part of the Supplier, including delays by its sub-suppliers, prevent delivery within the agreed period or make such delivery excessively burdensome.

5.6 – In the event of non-payment relating to other supplies, the delivery period shall be suspended and the Supplier may delay deliveries until the amounts due have been paid.

5.7 – Delivery times are stipulated in favour of the Supplier; the Business Customer may not refuse to take delivery of the products before the agreed date.

5.8 – Without prejudice to Article 11, if the Business Customer fails to take delivery for reasons attributable to it, the Business Customer shall bear the risks and storage costs.

5.9 – Where a penalty for late delivery has been agreed, the Business Customer may not claim compensation for delay in an amount exceeding the agreed penalty.

5.10 – In contracts with Consumers, unless otherwise agreed, the Supplier shall deliver the goods without undue delay and in any event no later than thirty days after conclusion of the contract, pursuant to Article 61 of the Consumer Code.

6. Testing and installation

6.1 – Any special testing provided for in the order confirmation shall be carried out at the Customer’s expense at the facility indicated by the Supplier.

6.2 – On-site installation and testing, if requested, shall be carried out by the Supplier at the Customer’s expense.

7. Payments

7.1 – Unless otherwise agreed, payments must be made within the terms specified in the order confirmation, at the Supplier’s place of business or through the bank indicated by the Supplier. In the event of late payment, the Business Customer shall be liable for default interest, without prejudice to the Supplier’s right to claim compensation for any greater loss and to terminate the contract pursuant to Article 11.

7.2 – Any disputes shall not release the Business Customer from the obligation to comply with the payment terms.

7.3 – For e-commerce orders, the available payment methods are indicated on the platform (e.g. electronic payment through authorised providers such as Stripe, or bank transfer). The processing of payment data is governed by the platform’s Privacy Policy.

8. Warranty

8.1 – The Supplier warrants that the products supplied conform to the contract, meaning that they are free from defects in materials and/or workmanship and comply with the provisions of the contract accepted by the parties.

8.2 – In transactions with Business Customers, the warranty period is twelve months from delivery of the products and, for replaced products or components, from the date of replacement.

8.3 – Within this period, a Business Customer that has notified the Supplier in writing of defects no later than eight days from delivery in the case of apparent defects and eight days from discovery in the case of hidden defects shall be entitled, at the Supplier’s discretion and within a reasonable period, to the repair or free replacement of the defective products. The return of non-conforming goods must be authorised in advance by the Supplier in writing and must be made in the original packaging.

8.4 – Replacements or repairs are normally carried out Ex Works; the costs and risks of transporting defective products shall be borne by the Business Customer. If the Supplier, in agreement with the Customer, considers it appropriate to carry out work at the Customer’s premises, the Customer shall bear the travel and accommodation expenses of the technical personnel and provide the equipment and auxiliary personnel required.

8.5 – The warranty shall lapse if the products have been installed or used incorrectly, have not been adequately maintained, or have been modified or repaired without the Supplier’s authorisation.

8.6 – The provisions of paragraphs 8.2 to 8.5 do not apply to Consumers. Consumers benefit from the twenty-four-month statutory guarantee of conformity from delivery of the goods pursuant to Articles 128 et seq. of the Consumer Code, together with the remedies provided therein (restoration of conformity by repair or replacement, price reduction or termination of the contract). Neither the notification period referred to in paragraph 8.3 nor the twelve-month warranty period applies to Consumers.

9. Supplier’s liability

9.1 – The Supplier is responsible for the proper operation of the components, equipment, hydraulic and pneumatic systems supplied in relation to the characteristics and performance expressly stated by the Supplier. The Supplier assumes no liability for defective operation of machines or systems manufactured by the Customer or by third parties using the Supplier’s components, even where installed or connected in accordance with diagrams or drawings suggested by the Supplier, unless such diagrams or drawings have been separately remunerated, in which case the Supplier’s liability is limited to the matters covered by those drawings or diagrams. The Supplier shall not be liable for defects resulting from normal wear of parts which, by their nature, are subject to rapid and continuous wear.

9.2 – In any event, except in cases governed by applicable legislation on liability for damage caused by defective products (Articles 114 et seq. of Legislative Decree No. 206/2005 – Consumer Code, which superseded Presidential Decree No. 224 of 24 May 1988) and without prejudice to Article 1229 of the Italian Civil Code, the Business Customer may not claim compensation for indirect losses, loss of profit or production losses, nor claim amounts exceeding the value of the goods supplied. The limitations set out in this paragraph do not apply to Consumers, whose mandatory statutory protections remain unaffected.

10. Retention of title

10.1 – The Supplier shall retain ownership of the products supplied until the agreed price has been paid in full.

11. Express termination clause and termination condition

11.1 – The contract shall be automatically terminated pursuant to Article 1456 of the Italian Civil Code upon the Supplier’s written declaration that it intends to rely on this clause if the Customer: 1) fails to make or delays any payment due; 2) delays or fails to take delivery of the products within the terms set out in Article 5; 3) fails to comply with the confidentiality obligations set out in Article 3.4.

11.2 – The contract shall be deemed automatically terminated if the Customer is placed into liquidation or becomes subject to insolvency proceedings.

12. Supplier’s contractual right of withdrawal

12.1 – If the Business Customer reduces the guarantees provided or fails to provide guarantees that it had undertaken to provide, the Supplier shall be entitled to withdraw from the contract. This right does not apply in relation to Consumers.

13. Sales through e-commerce

13.1 – These General Terms and Conditions apply, insofar as compatible, also to sales made through the Supplier’s e-commerce platform.

13.2 – Submission of an order through the platform constitutes a contractual offer by the Customer. The contract is concluded upon the Supplier’s confirmation of the order, which may also be sent electronically. For Consumers, the ordering process shall clearly indicate that placing the order entails an obligation to pay (Article 51(2) of the Consumer Code).

13.3 – Product availability shown on the platform is not binding. The Supplier reserves the right not to accept or to amend orders in the event of total or partial unavailability, promptly informing the Customer and refunding any sums already paid. In relation to Consumers, any amendments to an order after the contract has been concluded require the Consumer’s express acceptance; failing such acceptance, the Supplier shall refund in full any sums already paid.

13.4 – The applicable prices are those shown on the platform at the time of the order, except in the case of clerical errors or changes not attributable to the Supplier. For Consumers, prices include VAT and any additional charges, which are disclosed before the order is placed.

13.5 – Payments may be made using the methods indicated on the platform, including electronic payment systems managed by authorised providers (e.g. Stripe) and bank transfer.

13.6 – Shipping conditions, including delivery times and costs, are indicated on the platform and may vary depending on the products and destination. For Consumers, delivery shall in all cases be made to the address indicated by the Consumer and shall not be on an Ex Works (EXW) basis; the relevant costs shall be disclosed clearly and in full before the order is concluded.

13.7 – Unless otherwise agreed, sales between Business Customers (B2B) do not include a right of withdrawal. Where the Customer is a Consumer, the provisions of Article 14 apply.

13.8 – For all matters not expressly governed by this Article, the remaining provisions of these General Terms and Conditions shall apply insofar as compatible.

14. Consumer protection provisions

Before placing an order, the Consumer shall receive on the platform the pre-contractual information required by Article 49 of the Consumer Code, including the essential characteristics of the goods, the total price inclusive of taxes and charges, the payment, delivery and performance arrangements, the conditions, time limits and procedures for exercising the right of withdrawal, and the conditions of the statutory guarantee of conformity. The information on the right of withdrawal shall also indicate the existence and location of the digital withdrawal function referred to in Article 14.3 below.

14.2 – Right of withdrawal

The Consumer has the right to withdraw from the contract, without giving any reason, within fourteen days from the day on which the Consumer or a third party designated by the Consumer (other than the carrier) acquires physical possession of the goods, pursuant to Articles 52 et seq. of the Consumer Code. To exercise the right of withdrawal, the Consumer shall inform the Supplier of the decision by means of an explicit statement, including by using the model withdrawal form (form available for download here). The goods must be returned without undue delay and in any event no later than fourteen days after notice of withdrawal. The Consumer is liable only for any diminished value of the goods resulting from handling other than that necessary to establish their nature, characteristics and functioning.

The Supplier shall reimburse all payments received, including standard delivery costs, without undue delay and in any event no later than fourteen days after receiving notice of withdrawal, using the same means of payment used by the Consumer unless otherwise agreed. The Supplier may withhold reimbursement until it has received the goods or until the Consumer has provided evidence that the goods have been returned. Unless the Supplier has agreed to bear them, the direct costs of returning the goods shall be borne by the Consumer.

The right of withdrawal is excluded, among other cases, in the circumstances set out in Article 59 of the Consumer Code and, in particular, for the supply of goods made to the Consumer’s specifications or clearly personalised, such as systems and products manufactured to the Customer’s specifications. For products excluded from the right of withdrawal, this exclusion is stated in the pre-contractual information and on the individual product page.

14.3 – Digital withdrawal function (Article 54-bis of the Consumer Code)

For contracts concluded with Consumers through the e-commerce platform, the Supplier provides, pursuant to Article 54-bis of the Consumer Code (introduced by Legislative Decree No. 209 of 31 December 2025, implementing Directive (EU) 2023/2673), a digital withdrawal function that is easily accessible from the online interface and enables the Consumer to exercise the right of withdrawal in a manner no more burdensome than that used to conclude the purchase.

The withdrawal function is labelled “Withdraw from the contract here” or with other equivalent and unambiguous wording, is continuously available throughout the period during which the right of withdrawal may be exercised, is prominently displayed on the online interface and is easily accessible. It enables the Consumer to submit the withdrawal declaration online and easily provide or confirm their name, the information identifying the contract from which they wish to withdraw, and the electronic means by which the acknowledgement of receipt will be sent.

After completing the declaration, the Consumer submits it using a separate confirmation function labelled “Confirm withdrawal” or equivalent wording. Once the confirmation function has been activated, the Supplier shall send the Consumer, without undue delay, an acknowledgement of receipt of the withdrawal on a durable medium, including the content of the withdrawal and the date and time of submission. The withdrawal shall be deemed to have been exercised in time if the declaration is submitted before the expiry of the withdrawal period.

The digital withdrawal function is additional to, and does not replace, the other methods for exercising the right of withdrawal, including the model withdrawal form referred to in Article 14.2.

14.4 – Statutory guarantee of conformity

Consumers benefit from the twenty-four-month statutory guarantee of conformity referred to in Articles 128 et seq. of the Consumer Code, as set out in Article 8.6.

14.5 – Alternative dispute resolution (ADR)

For the resolution of any disputes, the Consumer may refer the matter to alternative dispute resolution (ADR) bodies included in the lists maintained pursuant to Articles 141-bis et seq. of the Consumer Code. The list of competent ADR bodies is available on the European Commission website dedicated to consumer protection. The Consumer’s right to bring proceedings before the competent court remains unaffected.

14.6 – Consumer jurisdiction

For disputes with Consumers, exclusive and mandatory jurisdiction lies with the court of the place where the Consumer resides or has elected domicile, pursuant to Article 66-bis of the Consumer Code. Article 18 does not apply to Consumers.

15. Applicable law

15.1 – Contracts governed by these General Terms and Conditions are subject to Italian law. In relation to Consumers, any mandatory and more favourable provisions of the law of the State in which the Consumer has their habitual residence shall remain unaffected.

16. Force majeure

16.1 – The Supplier shall not be liable for non-performance or delayed performance caused by force majeure, including natural events, fires, strikes, power outages, transport difficulties, unavailability of raw materials or measures taken by public authorities.

16.2 – In such cases, delivery times shall be extended by a period equal to the duration of the event.

17. Processing of personal data

17.1 – Personal data are processed in accordance with Regulation (EU) 2016/679 and Legislative Decree No. 196/2003 and are governed by the Privacy Policies published on the Supplier’s website and, for online purchases, on the e-commerce platform.

18. Jurisdiction

18.1 – Without prejudice to Article 14.6 in relation to Consumers, for any dispute concerning the performance, interpretation, validity, termination or cessation of contracts between the parties, where proceedings are brought by the Business Customer, the court having jurisdiction over the Supplier shall have exclusive jurisdiction; where proceedings are brought by the Supplier, jurisdiction shall lie both with the court having jurisdiction over the Supplier and with any other court having jurisdiction under applicable law.

19. Amendments

19.1 – The Supplier reserves the right to update these General Terms and Conditions. Each contract shall be governed by the version in force and accepted at the time the order is concluded.

Specific approval of clauses (Articles 1341 and 1342 of the Italian Civil Code)

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Business Customer specifically approves the following clauses: Article 1.2 (ineffectiveness of differing Customer terms); Article 2.2 (formation of the contract by conduct where terms differ); Article 3.4 (confidentiality obligations); Articles 5.2, 5.6, 5.7, 5.8 and 5.9 (transfer of risk, suspension and postponement of deliveries, delivery and penalties); Article 7 (payments and interest); Articles 8.2-8.5 (warranty and forfeiture); Article 9 (limitations of liability); Article 11 (express termination clause); Article 12 (Supplier’s withdrawal); Article 13.3 (right not to accept or to amend orders in transactions between Business Customers); Article 16 (force majeure); Article 18 (jurisdiction).

Model withdrawal form (for Consumers)

The Consumer may exercise the right of withdrawal: (a) through the online withdrawal function available on the Returns and Withdrawal page, accessible from the footer of every page of the platform; (b) by completing and sending to [email protected] the model withdrawal form, available for download here; (c) by any other explicit statement of the decision to withdraw.

Last updated

October 2026