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general conditions of sale
1. OFFER, CONFIRMATION OR AGREEMENT
These terms and conditions of commercial sale
of ILTI LUCE S.r.l. (the “Terms and Conditions”)
apply to and form an integral part of all quota-
tions and offers made by ILTI LUCE S.r.l. (“ILTI ”),
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mations by ILTI of any orders by Buyer and any
agreements (“Agreements”) regarding the sale
by ILTI and purchase by Buyer of goods and ser-
vices (“Products”), unless and to the extent ILTI
explicitly agrees otherwise.
Any terms and conditions set forth on any docu-
ment or documents issued by Buyer either be-
fore or after issuance of any document by ILTI
setting forth or referring to these Terms and Con-
ditions are hereby explicitly rejected and disre-
garded by ILTI and any such terms shall be whol-
ly inapplicable to any sale made by ILTI to Buyer
and shall not be binding in any way on ILTI.
ILTI ’s offers are open for acceptance within the
period stated by ILTI in the offer or, when no
period is stated, within thirty (30) days from the
date of the offer, but any offer may be withdrawn
or revoked by ILTI at any time prior to the receipt
by ILTI of Buyer’s acceptance thereof.
2. PRICING
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are in Euros, based on delivery Ex-Works (IN-
COTERMS latest version) ILTI ’s manufacturing
facility or other facility designated by ILTI, un-
less agreed otherwise in writing between Buyer
and ILTI and do not include any taxes, duties or
similar levies, now or hereafter enacted, appli-
cable to the Products. ILTI will add taxes, duties
and similar levies to the sales price where ILTI
is required or enabled by law to pay or collect
them and these will be paid by Buyer together
with the price, including without limitation, costs
concerning the application of the WEEE Direc-
tive about waste of electric and electronic appli-
ances, if applicable.
3. PAYMENT
(a) Unless agreed otherwise between ILTI and
Buyer in writing, ILTI may invoice Buyer for the
price of the Products delivered upon delivery of
the Products in accordance with the applicable
INCOTERM. Net payment is due according to
the terms included in the offer or the acceptance
of the order issued by ILTI. All payments shall
be made to the designated ILTI address. If deliv-
eries are made in installments, each installment
may be separately invoiced and shall be paid for
when due. No discount is allowed for early pay-
ment unless agreed to in writing by ILTI. In ad-
dition to any other rights and remedies ILTI may
have under applicable law, interest will accrue on
all late payments, as per art. 5 of the Legislative
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applicable law, from the due date until payment
in full.
(b) All deliveries of Products agreed to by ILTI
shall at all times be subject to credit approval
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condition at any time does not justify production
or delivery of Products on the above payment
terms, ILTI may require full or partial payment in
advance or other payment terms as a condition
to delivery, and ILTI may suspend, delay or can-
cel any credit, delivery or any other performance
by ILTI.
(c) In the event of any default by Buyer in the
payment of any fees or charges due, or any
other default by Buyer, ILTI shall have the right
to refuse performance and/or delivery of any
Products until payments are brought current and
ILTI may suspend, delay or cancel any credit,
delivery or any other performance by ILTI. Such
right shall be in addition to, and not in lieu of, any
other rights and remedies available under the
Agreement or at law.
4. DELIVERY AND QUANTITIES
(a) Products shall be delivered Ex-Works (INCO-
TERMS latest version) as designated by ILTI, un-
less otherwise agreed in writing. Delivery dates
communicated or acknowledged by ILTI are ap-
proximate only and ILTI shall not be liable for, nor
shall ILTI be in breach of its obligations to Buyer,
for any delivery made within a reasonable time
before or after the communicated delivery date.
ILTI agrees to use commercially reasonable ef-
forts to meet the delivery dates communicated
or acknowledged by it on the condition that Buy-
er provides all necessary order and delivery infor-
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(b) Buyer will give ILTI written notice of failure to
deliver and thirty (30) days within which to cure.
If ILTI does not deliver within such thirty (30) day
period, Buyer’s sole and exclusive remedy is to
cancel the affected and undelivered portions of
the Agreement.
(c) Title in the Products shall pass to Buyer upon
payment in full of the purchase price in respect
thereof. Risk of loss in the Products shall pass to
Buyer upon ILTI’s delivery in accordance with the
applicable INCOTERMS.
(d) If Buyer fails to take delivery of Products or-
dered, then Buyer shall immediately notify it to
ILTI and ILTI may deliver the Products in consign-
ment at Buyer’s cost.
(e) In the event ILTI’s production is curtailed for
any reason, ILTI shall have the right to allocate
its available production and Products among its
various customers and as a result may sell and
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the Agreement, as the case may be.
5. FORCE MAJEURE
ILTI shall not be liable for any failure or delay in
performance if:
(i) such failure or delay results from interruptions
in the Product manufacturing process; or
(ii) such failure or delay is caused by Force Ma-
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In case of such a failure as set forth above, the
performance of the relevant part(s) of the Agree-
ment will be suspended for the period such failure
continues, without ILTI being responsible or liable
to Buyer for any damage resulting therefrom.
The expression “Force Majeure” shall mean and
include any circumstances or occurrences beyond
ILTI’s reasonable control - whether or not foresee-
able at the time of the Agreement - as a result of
which ILTI cannot reasonably be required to ex-
ecute its obligations including force majeure and/
or default by one of ILTI’s suppliers. In the event that
the Force Majeure extends for a period of three (3)
consecutive months (or in the event that the delay
is reasonably expected by ILTI to extend for a pe-
riod of three (3) consecutive months), ILTI shall be
entitled to cancel all or any part of the Agreement
without any liability towards Buyer.
6. RIGHTS IN SOFTWARE, DOCUMENTATION
AND INTELLECTUAL PROPERTY
Subject to the provisions set forth herein, the
sale by ILTI of a Product implies the non-exclu-
sive and non-transferable limited license to Buy-
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tual property rights (“ILTI’s IPR”) in the territory to
use and resell Products as sold by ILTI to Buyer.
To the extent that software and/or documenta-
tion is embedded in or delivered with a Product,
the sale of such Product shall not constitute
the transfer of ownership rights or title in such
software and/or documentation to Buyer, but,
subject to the provisions set forth herein, shall
only imply a non-exclusive and non-transferable
license to Buyer under ILTI intellectual property
rights to use such software and/or documenta-
tion in conjunction with and as embedded in or
