General terms and conditions

1. General:

These terms and conditions of business are an integral part of every product and service we offer and every legal transaction with Wallnöfer H.F. GmbH (referred to as Wallnöfer henceforth). Other agreements, especially contradictory oral arrangements, are only legally binding if confirmed in writing. General terms and conditions of business, regardless of the type, that conflict with these terms and conditions of business shall be considered invalid and therefore do not form part of the agreement. If individual provisions in this agreement prove to be legally invalid, the remaining provisions are not affected.

2. Products and services:

Products and services offered by Wallnöfer are subject to confirmation. We reserve the right to make changes to products due to technical developments. All technical documents are intellectual property of Wallnöfer.

3. Orders:

Telephone orders are only accepted at the risk of the contract partner and subject to the currently applicable general terms and conditions of business. Direct orders by the contract partner become legally binding on sending the order confirmation or the delivery slip. Oral agreements, promises etc. including those of representatives and other company employees of Wallnöfer require written confirmation before becoming legally effective. Special requests and guarantees of special properties which vary from standard offers must be agreed in writing.

4. Prices:

Unless otherwise agreed in writing, prices are net prices ex works, not including packaging and not including discounts. They are guideline prices unless a fixed price has been expressly agreed in writing. If material costs increase in the period of time between bid quotation and signature of the contract, the prices shall increase accordingly, provided that the time between order placement and provision of the service is over two months. All products and services above and beyond the original subject of the contract must be paid for in accordance with the actual cost. Any price reductions agreed shall only be applicable if all ordered goods are purchased.

5. Delivery/provision:

Delivery is made at the contract partner's cost and risk. The risk and price hazard shall be passed on to the purchaser with the transfer of the goods to the freight carrier or forwarding agent. The contract partner is aware that delivery – also if this should be made directly by Wallnöfer – requires an access road that can accommodate a heavy truck. The contract partner shall also pay for and obtain any premissions and traffic safety measures that may be required. If these requirements are not fulfilled by the specified delivery address, the contract partner has to bear any resulting additional costs. Delivery will be made to the address of the contract partner unless agreed otherwise. If the delivery address should change after conclusion of the contract, Wallnöfer is entitled to charge the contract partner the extra cost incurred (travelling expenses etc.). The contract partner undertakes to provide staff to unload the goods, particularly if products are very heavy or bulky. The contract partner is required to store the goods separately from the goods supplied by other vendors and identify them as Wallnöfer products. The delivery periods are subject to correct and punctual delivery by sub-suppliers. Delivery periods are never binding unless a fixed date is expressly agreed. They begin on receipt of the order confirmation or on the day of agreement by the sales staff, but never before clarification of all execution details. Failure of the contract partner to provide information about the latter in good time, will mean that the contract partner will also have to bear responsibily for resulting delays in delivery and Wallnöfer shall be freed from any claims for liability. The same shall apply for fixed dates. If no other agreements are made, delivery periods are quoted from the shipping location by Wallnöfer. If the agreement is changed retrospectively, Wallnöfer is entitled to fix a new date of delivery. The goods shall be considered to be delivered on time even if these are not fetched immediately after notification of readiness for shipping on the delivery date. If this occurs, Wallnöfer is entitled to store the goods at the cost of the customer. Wallnöfer is not liable for delivery delays not caused by the company or due to slight negligence. In this case, the contract party waives the right to withdraw from the contract and to assert claims for damages. The contract partner is liable for delays in the provision of the service caused by themselves and must bear all resulting additional costs. These costs can be invoiced separately. Natural catastrophes, labour disputes, sovereign acts, war, riots, traffic impediments and other unforseeable events, etc., release Wallnöfer from the obligation to deliver for the duration of their effect, or entirely, if delivery becomes impossible.

6. Shipping costs:

All shipping costs must be borne by the contract partner, unless other agreements are made.

7. Transport damage:

The contract partner bears the costs resulting from transport damage due to force majeure and other risks excluded from the indemnity insurance of the freight carrier or forwarding agent. The contract partner or recipient is obliged to check the condition of the goods together with the delivery company on receipt. In case of externally visible damage or short delivery, written reservation has to be indicated on the delivery slip or shipping document and confirmed by signature of the delivery company. Not immediately recognisable short deliveries or damages have to be reported in writing to the delivery company as well as to Wallnöfer not later than within three days after acceptance of the delivered goods, otherwise all claims for compensation are void. If the contract partner fails to fulfil these inspection and notification obligations, the contract partner has to make any claims for compensation directly to the delivery company. In this case, Wallnöfer shall transfer its claims from the shipping or transport contract to the contract partner if requested. In case of properly certified transport damage, the contract partner is required to report the damage immediately upon receipt of the goods to Wallnöfer in writing, otherwise claims for compensation are lost. Claims against third parties resulting from this damage must be ceded to Wallnöfer on request. If it should not be possible to make a claim for compensation from the delivery company because the contract partner reports the damage late, or if the claims are void as a result of the statute of limitations, Wallnöfer is released from any liability for compensation to the contract partner.

8. Complaints and warranty:

The contract partner or recipient of the goods is obliged to inspect all of the goods for any deficiency after delivery of the goods and to report these in writing to Wallnöfer not later than within 3 working days after delivery. The warranty to the contract partner shall become void if this stipulation is not fulfilled. If a deficiency is recognised at a later stage, but before expiry of the warranty period, the contract partner is required to report this in writing to Wallnöfer within one week after discovery and to refrain from any further processing. If no report is sent within the period set, the goods shall be considered approved. In deviation from legal regulations, it is hereby agreed that the warranty period shall expire two years after the issue date of the invoice. If products in the Wallnöfer product range should lose functionality within the relative warranty period, Wallnöfer shall be committed to repair or restore the products. This excludes all damage, malfunctions and changes attributable to incorrect assembly and installation, mechanical stress, force majeure and weather-related influences (e.g. broken glass in collectors) as well as operating and maintenance errors. This special regulation for collectors shall also not apply for minor variations in colour, decrease in performance and damage and changes to the surface that have no effect on the functionality of the collector. All Walltherm® stoves need to be used according to the instruction manual, otherwise the warranty will become void, especially if a non-approved fuel is used or if garbage is burnt, the warranty will also be void if no pump group with 3-way valve is used to ensure a backflow temperature of at least 60°C. All warranty and claims for damages including claims from the special regulations for products in the Wallnöfer product range shall become completely void, if assembly and start-up installation was not carried out by an authorised specialised company (installer), with observation of the respectively applicable assembly and operating instructions, if Wallnöfer or those appointed by the company were not given an opportunity to inspect the claimed deficiencies on site immediately after their occurrence, if no evidence of proper start-up and conduction of inspection and maintenance by a specifically authorised specialist company can be supplied, if oxygen is present in the heating system, if the original Wallnöfer frost protection and the hydraulic connection and expansion sets with expansion compensation are not used or if the products are used incorrect in any other way. Warranty is provided at the discretion of Wallnöfer in the form of repair or replacement of the subject of complaint. Replaced parts and products become property of Wallnöfer. There is no entitlement to conversion or price reduction, unless the deficiency cannot be rectified within a reasonable period. Any labour costs associated with replacing the goods and the costs of finding the fault shall be borne exclusively by the contract partner. No liability for production- and material-related variations in colour is accepted. If the Wallnöfer products are installed in other systems, these are required to comply with the technical standards in our enclosed product descriptions and operating instructions or the warranty becomes void. Damage resulting from improper treatment by the contract partner or the contract partner's assistants is excluded from the warranty.

9. Exclusion of liability:

No liability whatsoever is accepted for consequential harm caused by a defect. Wallnöfer will not accept liability for correct static execution of the base and the on-site frame.

10. Product liability and compensation:

Wallnöfer shall not accept liability for the correctness of data on handling, operating or running contained in brochures, technical descriptions or other directions of the manufacturers. Resulting damage is the liability of the manufacturer and/or importer and all claims must be made to him/them. Wallnöfer undertakes to cede any claims for compensation resulting from the contractual relationship with the importer or manufacturer to the contract partner on request. The contract partner waives the right to claim compensation for follow-on damage and to claim for lost profit from Wallnöfer, if Wallnöfer is not responsible for either intentional or grossly negligent action. Wallnöfer points out that no solar Keymark certification is avaialble for custom size collectors.

11. Returning delivered goods:

Returns of non-defective goods are only accepted in special cases and after prior written approval. Custom
productions, special orders, products that are not in the original packaging or damaged cannot be taken back at all. The return delivery has to be sent with shipping paid and at the risk and cost of the contract partner to the Wallnöfer delivery warehouse. Credit for returned goods in perfect condition will be calculated based on the invoice amount and the remaining value of the goods minus handling fees of 15% of the net value of the goods.

12. Payment:

If no other agreements were made, all payments must be made immediately. The full amount must be paid by credit transfer, including all transaction fees. If a discount is granted, all previous invoices must be paid to entitle the customer to deduct the discount amount. Cheques and bills of exchange will only be accepted if agreed separately and only as payment, not in full discharge of the obligation. All recovery and discount charges are payable by the contract partner. Payments must be made relieving debt only to the account specified in the order confirmation or invoice or to a person with the authority to collect. Sales tax on the entire price must be paid in full after billing unless other terms and conditions of payment were agreed correcting the purchase price.

13. Late payment:

If the contract partner makes a late payment, Wallnöfer is entitled to demand immediate settlement of all outstanding payments. This shall apply even if a deferral was agreed before. Wallnöfer is furthermore entitled to demand advance payment and sureties for outstanding deliveries, without affecting other rights. All dunning and collecting charges incurred, as well as legal costs, have to be paid by the contract partner. The latter agrees that incoming partial payments will first be used for costs and dunning fees, then interest and other additional fees, and finally for the principal purpose.

14. Retention of title:

All delivered, installed or otherwise supplied products shall remain property of Wallnöfer until full payment of all demands. If goods subject to retention of title are processed with goods belonging to others, title is not lost. Instead, the new item becomes joint property, to a value in proportion to the value relationship of the processed goods at the time of processing. If the goods under retention of title are sold on, the contract partner cedes the resulting claims from the purchaser(s) to the amount of the value of the sold goods under retention of title as surety to Wallnöfer. Until revocation at any time, the contract partner is entitled to collect amounts due ceded to Wallnöfer as surety. However, the contract partner may not cede these to third parties. On request by Wallnöfer the contract partner is obliged to inform his buyer of the cession and to tell him that the buyer can only discharge his debts by paying Wallnöfer. The agreed cession of claims does not release the contract partner from on-time payment of all claims. The contract partner is obliged to inform Wallnöfer immediately about seizure of the goods under retention of title.

15. Place of performance and jurisdiction:

Place of performance for both parties is the headquarters Wallnöfer. For all legal disputes between Wallnöfer and the contract partner, regardless of the amount in dispute, the sole competent court shall be the district court of Bolzano. This also applies to law cases concerning bills of exchange and cheques.

16. Applicable law:

The contract parties agree that only Italian law will be applicable for all legal transactions with Wallnöfer including the matter of the coming into existence of the contract. The application of the provisions of the United Nations convention on contracts on international purchasing is excluded on mutual agreement.

17. Data storage:

The contract partner agrees that his data shall be recorded, stored and processed electronically where necessary for business, and in accordance with the data protection law.

18. Trademark protection:

Wallnöfer, the Wallnöfer logo, wallnoefer.com and Walltherm® are trademarks or registered trademarks of Wallnöfer. All rights of use and marketing of the trademarks are exclusively reserved for Wallnöfer H.F. GmbH.

19. General:

Wallnöfer reserves the right to make technical changes to the offered products. No rights whatsoever can be derived from any setting and printing errors in the price lists. Images shown therein are symbolic photographs. Product prices are net prices excluding value-added tax. Prices are subject to change. Prices quoted without specification of quantity are prices per piece.

07/2014 errors and mistakes excepted.