General Terms and Conditions of Sale

1. Subject matter and scope of application of these General Terms and Conditions

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. They must be read in conjunction with any special conditions agreed in writing by the parties or included in the Supplier’s written order acceptance confirmation.

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 be deemed to have no effect.

2. Formation of the contract

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

2.2 – However, if the conditions stated in the Customer’s order differ from those in the Supplier’s written confirmation, the latter shall be deemed to constitute a new proposal and the contract shall be considered concluded when the Customer begins to perform it or accepts the products without an express written reservation.

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

2.4 – In the case of orders placed through digital platforms or e-commerce, the contract shall be deemed concluded according to the methods stated in the relevant online terms and conditions of sale.

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

3.1 – The data and illustrations contained in the Supplier’s catalogues, brochures, circulars or other illustrative documents are indicative only. Such data shall not be binding unless expressly referred to as binding in the Supplier’s 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 if there is full written agreement between the parties regarding any variations to prices and delivery periods previously established as a result of such changes. Prices may also vary if the quantities ordered are reduced or if faster delivery is requested compared with what has already been agreed.

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

3.5 – The Customer is required to inform the Supplier, at the pre-contractual stage, of the existence of any specific regulations to be complied with in the country of final destination of the goods to be supplied.

4. Exclusions

4.1 – Unless otherwise agreed in writing, the supply does not include system design, installation of the equipment supplied, 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 – Similarly, 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 understood to be made Ex Works (EXW – Incoterms® 2020), excluding packaging. In the case of e-commerce sales, shipping conditions may differ and are stated in the specific conditions applicable to online orders.

5.2 – Upon delivery of the materials to the Customer or to the carrier, the Supplier is released from its delivery obligation and all risks relating to the materials pass to the Customer, even if the Supplier is responsible for shipping or on-site installation.

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

5.4 – Unless otherwise agreed by the parties, delivery times shall begin to run from the time the contract is concluded, unless the Customer is required to pay part of the price as an advance payment, in which case the start of the delivery period is suspended until the Customer has made such payment.

5.5 – Delivery times shall be automatically extended:
1) if the Customer does not provide in due time the data or materials required for the supply, requests variations during performance or delays in responding to requests for approval of drawings or execution diagrams;
2) if causes beyond the Supplier’s good will and diligence, including delays by sub-suppliers, prevent delivery within the established times or make such delivery excessively burdensome.

5.6 – If the Customer is not up to date with payments relating to other supplies, the running of delivery times shall be suspended and the Supplier may delay deliveries until the Customer has paid the amounts due.

5.7 – Delivery times are understood to be set in favour of the Supplier; therefore, the Customer may not refuse to take delivery of the products before the established date.

5.8 – Without prejudice to the provisions of Article 11 below, if the Customer fails to take delivery of the products for reasons attributable to the Customer or, in any event, for reasons beyond the Supplier’s control, the Customer shall bear the risks and costs of their storage.

5.9 – If the parties have agreed that, in the event of delayed delivery, the Supplier shall pay an amount as a penalty, the Customer may not claim any amounts exceeding such penalty as compensation for damages suffered due to the delay.

6. Testing and installation

6.1 – Special testing, if provided for in the written order acceptance 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 by the Customer within the terms provided for in the written order acceptance confirmation, at the Supplier’s registered office or at the bank indicated by the Supplier. In the event of delay, the Customer shall be required to pay default interest, without prejudice in any case to the Supplier’s right to claim compensation for any greater damage suffered and to terminate the contract pursuant to Article 11 below.

7.2 – Any disputes that may arise between the parties shall not release the Customer from the obligation to comply with the payment conditions and terms.

7.3 – For orders placed through e-commerce, the available payment methods are indicated on the relevant platform (e.g. electronic payment through authorised providers or bank transfer).

8. Warranty

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

8.2 – The warranty period is twelve months from delivery of the products and, for replaced products or components, from the date of their replacement.

8.3 – Within this period, provided that the Customer has notified the Supplier in writing of the existence 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, the Supplier undertakes, at its own discretion and within a reasonable period having regard to the extent of the complaint, to repair or replace free of charge the products or parts thereof found to be defective. The return of non-conforming goods must always be authorised by the Supplier in writing and must respect the original packaging.

8.4 – Replacements or repairs are generally carried out Ex Works: the costs and risks of transporting the defective products shall be borne by the Customer. However, if the Supplier, in agreement with the Customer, considers it more appropriate to carry out the work required for replacement or repair at the Customer’s premises, the Customer shall bear the travel and accommodation expenses of the technical personnel made available by the Supplier and shall provide all equipment and auxiliary personnel required to carry out the work as quickly and safely as possible.

8.5 – The warranty shall lapse whenever the products have been installed or used incorrectly, have received insufficient maintenance, or have been modified or repaired without the Supplier’s authorisation.

9. Supplier’s liability

9.1 – The Supplier is solely 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. Conversely, the Supplier assumes no liability for any defective operation of machines or systems manufactured by the Customer or by third parties using the Supplier’s hydraulic or pneumatic components, even if the individual hydraulic or pneumatic equipment has been installed or connected according to diagrams or drawings suggested by the Supplier, unless such diagrams or drawings have been subject to separate remuneration, in which case the Supplier’s liability shall in any event be limited to what is included in the said drawings or diagrams.
The Supplier shall also not be liable for product conformity defects due to normal wear of those parts which, by their nature, are subject to rapid and continuous wear.

9.2 – In any case, except for the cases governed by applicable product liability legislation and without prejudice to Article 1229 of the Italian Civil Code, the Customer may not claim compensation for indirect damages, loss of profits or production losses, nor may the Customer claim, by way of compensation, amounts exceeding the value of the goods supplied.

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 supply contract shall be automatically terminated pursuant to Article 1456 of the Italian Civil Code by the Supplier’s simple written declaration of its intention to rely on this express termination clause if the Customer:
1) fails to make or delays the payments due;
2) delays or fails to take delivery of the products within the terms provided for in Article 5 above;
3) fails to comply with the confidentiality obligations provided for in Article 3.4.

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

12. Contractual withdrawal

12.1 – If the Customer reduces the guarantees it had given or fails to provide the guarantees it had promised, the Supplier shall be entitled to withdraw from the contract.

13. Sales through e-commerce

13.1 – These conditions shall also apply, insofar as compatible, to sales made through e-commerce platforms attributable to the Supplier.

13.2 – Submission of the order through the e-commerce platform constitutes a contractual proposal by the Customer. The contract shall be deemed concluded following confirmation of the order by the Supplier, which may also be given by electronic communication.

13.3 – The availability of products indicated on the e-commerce platform shall be understood as non-binding. The Supplier reserves the right not to accept or to modify orders in the event of total or partial unavailability of the products.

13.4 – The applicable prices are those indicated on the e-commerce platform at the time of the order, except for material errors or changes not attributable to the Supplier.

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

13.6 – Shipping conditions, including times and costs, are indicated on the e-commerce platform and may vary depending on the products and destination.

13.7 – Unless otherwise agreed, sales are made between professionals (B2B) and no right of withdrawal is provided for, without prejudice to any provisions of applicable legislation or specific agreements between the parties. If the Customer qualifies as a consumer, the provisions of Article 13.9 below shall 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.

13.9 – If the Customer qualifies as a consumer pursuant to Legislative Decree No. 206/2005 (Consumer Code), the mandatory provisions of applicable legislation shall apply.

The specific conditions applicable to consumers regarding withdrawal, returns and refunds are being defined as part of a legal review of these Terms and Conditions, which will be completed and published before the start of retail sales. For any information or request, consumers may contact the Supplier at info@fluidsystem.com.

14. Applicable law

14.1 – All supply contracts with foreign parties governed by these General Terms and Conditions are regulated by Italian law.

15. Force majeure

15.1 – The Supplier shall not be liable for non-performance or delayed performance of its obligations if this is due to force majeure events, such as natural events, fires, strikes, power outages, transport difficulties, unavailability of raw materials or measures adopted by authorities.

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

16. Competent court

16.1 – For any dispute relating to the performance, interpretation, validity, termination or cessation of supply contracts entered into between the parties, where the action is brought by the Customer, the Supplier’s court shall have exclusive jurisdiction; where the action is brought by the Supplier, jurisdiction shall lie not only with the Supplier’s court but also with any other court established by law. If the Customer qualifies as a consumer pursuant to Legislative Decree No. 206/2005, territorial jurisdiction shall mandatorily lie with the court of the place of residence or elected domicile of the consumer.

Pursuant to and for the purposes of Articles 1341 et seq. of the Italian Civil Code, the following clauses are expressly approved: 5 – Deliveries; 7 – Payments; 8 – Warranty; 9 – Supplier’s liability; 11 – Express termination clause and termination condition; 12 – Contractual withdrawal; 13 – Sales through e-commerce; 15 – Force majeure; 16 – Competent court.

The processing of personal data takes place in compliance with applicable legislation and is governed by the Privacy Policy available on the Supplier’s website.

Last updated

22 May 2026