Terms and conditions

1. . General information and definitions

1.1 All Product sales contracts will be subject to OLEV’s General Sales Terms and
Conditions (“GTC”) in force at the time of the order
1.2 By placing an order or accepting a quote, the Buyer accepts these General Sales Terms and Conditions (GTC). The Buyer’s general conditions of purchase shall not apply
1.3 Product specifications, price lists and catalogues may be modified at any time by OLEV. Product descriptions and dimensions in the catalogues are to be considered merely indicative.
1.4  he following definitions apply in these General Sales Terms and Conditions:

    • Buyer: professional entity (retailer, dealer, wholesaler, contractor...)
      buying OLEV’s Products
    • General Sales Terms and Conditions or GTC: these conditions of
      sale
    • Product: the items manufactured or distributed by OLEV,
      including any components or spare parts
    • OLEV headquarters: Via del Progresso, 40 - 36064 Colceresa -VIITALY
    • OLEV email: info@olevlight.com
    • End User/Consumer: the natural or legal person who uses the Product.

2. Orders and conclusion of the sales contract
2.1 Verbal or telephone orders and any changes to the orders shall be confirmed in writing by the Buyer. OLEV does not accept orders from e-mail addresses that are not clearly attributable to an authorised professional. In this case, you will be asked to use the Buyer’s certified email address. Orders will only be binding if accepted in writing by OLEV. Order confirmations sent
by OLEV, if they contain variations with respect to the order received, are understood to be accepted if not contested by the Buyer within 3 days from their sending.

2.2 In the case of orders for customised Products, the Buyer shall send the information required
to manufacture the Product in a clear and accurate manner. OLEV is not obliged to verify the correctness and completeness of the instructions received and will not be liable for the Buyer’s failure to provide data or information or its incorrect communication of data or information.

2.3 In the case of orders for Products supplied in multi-packs, orders below the minimum number will not be accepted

3. Price
3.1 he prices shown in the price list are those recommended for the End User and are always exclusive of VAT. The Buyer’s price is expressly indicated in the order confirmation sent by OLEV to the Buyer. Discount is always conditional to payment within the terms agreed, and is
forfeited in the event of non compliance

4. Payment
4.1 Unless otherwise specified, the Buyer shall pay the price in full, in advance and by bank transfer; all payment costs shall be borne by the Buyer. After fifteen days from the notice that the shipment is ready for shipping, without the Buyer having made the payment, OLEV may cancel the order and charge the Buyer a penalty equal to 30% of the price due, without prejudice to any further damages.

4.2. he agreed place of payment is COLCERESA (VI) Italy.
4.3 Unless otherwise agreed, the costs for transport and shipping, good transport insurance, product custom clearance and any other related ancillary operation, customs charges and taxes shall always be borne by the Buyer
4.4 In the event of late payment of any amount due to OLEV, in addition to the interest on arrears, pursuant to Legislative Decree 231/2002 and to Directive 2000/35/EC, the Buyer shall reimburse to OLEV the administrative costs for credit recovery with a minimum of €50.00 for each outstanding invoice, in addition to all reasonable legal costs.
4.5 In the event that the Buyer is in default or there is any reason to believe that the Buyer is not in a position to fulfil its contractual obligations punctually, OLEV may, at its sole discretion, suspend the execution of the contracts in progress until the Buyer settles all outstanding amounts, or consider the Buyer as having forfeited the benefit of the term, if any, and request the release of suitable bank guarantees.
4.6 Under no circumstances may the Buyer suspend payment of the price by invoking counterclaims or offsets.

5. Place of delivery - shipping and transport costs.
5.1 he Products place of delivery is OLEV’s warehouse at its registered office in COLCERESA, Italy. The terms of delivery (so-called INCOTERMS or other terms of use) govern only the rights and obligations of the parties in relation to the shipment, with no effect on the place of performance of the delivery obligation, which remains OLEV’s registered office.

5.2 OLEV is available to ship under the following conditions:
     -  ITALY:
    • free port for orders over € 500 excluding VAT (including islands)
    • for orders with a value of less than € 500 excluding VAT, the following fees will be apply:
      • € 25 excluding VAT
      • Islands: € 30 excluding VAT
 -  EUROPEAN UNION:
    • free port for orders with a value of more than € 700 excluding
      VAT (excluding islands, for which the shipment is calculated on
      a case-by-case basis);
    • for orders with a value of less than € 700 excluding VAT, the
      following fees will apply:
      • € 60 excluding VAT
      •  Islands: shipping estimate to be calculated on a case-by-case basis

-  Maximum orderable length: 2,3 m. For longer lengths, surcharge of € 150 for each delivery (BOOM item   excluded from this mark-up)

- OUTSIDE THE EUROPEAN UNION
Shipments outside the European Union are always EX WORKS (Incoterms 2020 CCI of Paris) OLEV        headquarters.
5.3 Irrespective of the delivery terms agreed between the parties, OLEV is released from its risk at the latest when the first carrier collects or takes over the Products

6. Delivery date
6.1 he deliverydate is ex-works OLEV (EX WORKS) and is purely indicative and notbinding for OLEV. OLEV reserves the right to deliver the Products according to availability and also by means of split deliveries. Anydelaysin delivery, shipment or transport shall not give rise to anypenalties, compensation fordamages, interest, or termination, even partial, of the contract at the expense of OLEV.

7. Product packaging
7.1 OLEV will carry out the packaging for the delivery or shipment of the Products in the standard form for such Products and the cost thereof is included in the price. If the Buyer requires special packaging, or if the method of shipment requires it, at OLEV’s discretion, any additional costs will be charged to the Buyer.

7.2 Contributions for packaging other than those applicable in Italy are not included in the price and shall be borne by the Buyer in the country of destination, unless otherwise stipulated.

8. Product description.
8.1 OLEV products are handcrafted products. The colours of the glass, all surface finishes and varnishes, and the design of the materials are subject to slight variations in shade/finish due to the exclusive and precious handcrafting of the products; therefore any guarantee in relation to the exact shade of colour, shape and finish - even within the same multiple order - is expressly excluded.

9. Obligations to check the goods on receipt
9.1 he Buyer shall examine the Products without delay upon receipt.

9.2 When the Products travel at OLEV’s expense, in the event of missing or damaged Products or packaging, the Buyer must indicate the reason for the ‘provisional acceptance’ of the goods in writing to the carrier. A copy of this document must be sent to OLEV without delay by email (email to: info@olevlight.com) and, in any case, within 8 days of receipt of the goods. After this period has elapsed and the signed document has not been sent, no complaints will be handled. This is without prejudice to damage that is not immediately apparent upon receipt of the goods, which must be reported by e-mail, under penalty of forfeiture, within 8 days of receipt of the goods
9.3 The Buyer shall in any case check the integrity of the items before transferring them to third parties. No claims for damage due to transport will be accepted after the transfer.

10. Warranty
10.1 Without prejudice to the provisions of Art. 8 of these GTC, OLEV exclusively guarantees that:

a. he Products conform to the indications and technical specifications given in the price lists or in the documents accompanying the Product, in force on the date of the order, with the express exclusion of any other implicit or explicit guarantee
b. the Products comply with the rules and regulations of the European Union (“EU”) as they apply to such Products.
No warranty is given herein by OLEV as to the conformity of any Product with laws and regulations, including, but not limited to, any safety regulations, which may be in force in the Buyer’s country
10.2 OLEV undertakes, at its sole option, to replace, repair or reimburse products which OLEV acknowledges to be defective, after having examined the Product at its Head Office and only if the defects are due to the raw material used or to the manufacturing process. Should repair or replacement (even with other similar Products) be impossible or exceed the value of the defective Product, OLEV shall be entitled to withdraw from the contract and refund the price of the defective Product paid by the Buyer, excluding any transport costs.
10.3 he Products are guaranteed against all manufacturing defects under normal conditions of use for one year after their delivery to the Buyer. The specific warranty terms and conditions are detailed in the WARRANTY DETAILS below.
Use of the Products after the discovery of defects releases OLEV from any warranty or liability
In any case, retailers are informed of and agree that the discount granted to them on the standard prices includes compensation for the after-sales service under warranty that they undertake to provide, without charge or expense either to End-Users or to OLEV. After the expiry of the period specified in Art. 10.3 all warranty obligations of OLEV towards the Buyer are hereby waived and the Buyer undertakes to provide the End-User with the warranty at its own expense
Retailers and resellers, by taking advantage of the discounts reserved for them, expressly waive any right of recourse, compensation for damages or reimbursement of the price towards OLEV, which will be obliged exclusively to replace, repair or reimburse, at its discretion, the defective Products in accordance with the provisions and within the terms indicated herein.
In view of the above, the retailer or reseller shall bear all the costs of collecting and returning the defective Product from the End User to OLEV’s premises, and OLEV shall bear only the costs of repair or replacement, if applicable.
In no event shall OLEV be liable to reimburse the retailer’s or end-user’s shipping, service or labour costs or losses of any nature whatsoever, including loss of customers. Any replacements or repairs for End-Users not covered by these terms and conditions shall be borne entirely by the Buyer.
This guarantee supersedes all other guarantees, including legal ones, except for mandatory regulations.

WARRANTY DATILS

1. THE OLEV WARRANTY
OLEV offers the Reseller/B2B Customer a warranty in accordance with the terms and conditions set out below, for all products supplied to the end customer under the OLEV brand. Each Reseller/B2B Customer who purchases the product must be considered an Reseller/B2B Customer. OLEV offers the Reseller/B2B Customer a warranty for original manufacturing and/or design defects. This warranty will not affect the contractual rights of the Reseller/B2B Customer and/or set forth by law against the seller nor the rights of the Reseller/B2B Customer set forth by law against the manufacturer.

2. WARRANTY PERIOD
The warranty of the OLEV producer is commonly applied for a 2 years period starting from the invoicing date of the OLEV product by the Reseller/B2B Customer.

The period can be extended by the end customer only, for a total 5 years warranty period, by following the registration instructions on the OLEV website, contained in the warranty badge attached to each OLEV lamp. Registration must be made within 90 (ninety) days from the invoicing date and is free of charge for the end customer.

3. WARRANTY NON-TRANSFERABILITY
This warranty is granted exclusively to the end customer who has purchased products from an OLEV authorised dealer; therefore, it does not extend to any other third party.
In accordance with the provisions of the previous article, the Reseller/B2B Customer is expressly forbidden to transfer this warranty, in whole or in part, to third parties.

4. WARRANTY TERMS AND CONDITIONS
Functional defects: the warranty covers any original design and/or manufacturing defects of the products that occur within 1 (one) year from their invoicing date. At the end of this period, the products will be considered accepted in all respects and no product defect can be asserted by the user.

In any case, it remains agreed that the products must be verified and checked upon arrival, also for their compliance with the purchase order.

Aesthetic defects: in the event of an aesthetic defect (e.g. surface scratch or dent), a complaint must be made, under penalty of forfeiture, within 30 (thirty) days from the invoicing date.

Any defect must always be reported in writing by e-mail to info@olevlight.com, attaching a photo showing the defect or malfunction, mentioning all the details for an
immediate check, including the product identification code and payment invoice showing who it is made out to. At the end of this period, the products will be considered accepted in all respects and no product defect can be asserted by the Reseller/B2B Customer.

5. COSTS
OLEV will exclusively bear the costs for transporting the repaired (or replaced) product to the end customer. Shipping costs of the defective product from the Reseller/B2B Customer to OLEV will be exclusively borne by the Reseller/B2B Customer.

To conclude, it is understood that costs other than those directly concerning the repair and/or replacement of the defective product, such as, for example, the costs for removal, dismantling or re-installation of the product, loss of use, transfer costs, costs related to the procurement of any replacement products, transportation costs and any accidental or indirect damages resulting from the loss of use of the product, or other situations not specifically covered by this warranty.

6. WARRANTY PREREQUISITES
One of the conditions to qualify for this warranty is the presentation of the original invoice showing the purchase date.

Claims of any rights under this warranty will be accepted only if the product has been installed, assembled and used correctly.

For the validity of this warranty, the product must be duly and adequately cleaned and maintained in accordance with the OLEV maintenance instructions and used in accordance with the instructions for use.

The product technical information, technical data sheets and the OLEV maintenance instructions can be found on the sales package and on the OLEV website
(www.olevlight.com).

7. FREE EXCLUSION OF THE WARRANTY DURATION
It is impossible to claim this warranty in the following cases:

a) improper use of the product or in environmental conditions and/or for supply voltages that are inconsistent to those specified by OLEV in the annexed documentation;
b) incorrect product installation and/or maintenance carried out differently to the instructions provided by OLEV;
c) modifications or repairs to the product made without prior written authorisation from OLEV or non-compliant with the instructions provided by OLEV;
d) excessive mechanical loads that are non-compliant with the end use of the product and its characteristics;
e) defects that do not affect the structural and/or mechanical safety of the product;
f) damages from atmospheric events, malicious actions and other accidental events that exclude the traceability of these defects to the product manufacturing process;
g) Other facts or omissions attributable to the user such as:
h) reporting the defect after the deadline
i) failure to keep the defective product for the time needed to carry out the due checks
j) non-payment, according to the terms agreed by the Reseller/B2B Customer with OLEV, of the supply to which the defective product refers.
k) the product was not installed, maintained or repaired correctly;
l) the defect can be attributed to the inadequate use or treatment of the product;
m) the defect occurs due to omitted or inadequate maintenance;
n) original OLEV spare parts are not used during product repairs or maintenance;
o) the defect is caused by the transport or installation of the product;
p) the defect is caused by the breakage of fragile parts (such as glass or light bulbs);
q) the defect is caused by external agents such as chemicals and detergents used to clean it;
r) the defect is caused by specific environmental circumstances (such as grid over or undervoltage);
s) the defect results from damage caused intentionally to the product or for negligence by the Reseller/B2B Customer or by a third party.
t) the product is/was a product on display;
u) Furthermore, OLEV cannot be held liable for:
v) reduction or deterioration of the luminous flux up to a value of 0.6% for 1000 hours of service compared to the initial value;
w) LED mortality equal to or less than the nominal failure rate equal to 0.2% for 1000 hours of use;
x) Any differences in tone and luminous flux due to subsequent supplies of the product
y) Drivers and products bearing trademarks of companies other than Olev Srl, which are marketed and distributed by Olev Srl.

8. WARRANTY ASSESSMENT PROCEDURE
OLEV will examine each individual case and assess if the conditions to use the warranty subsist and if there are grounds for exclusion.

a. In cases of using the warranty, if following the inspection of the product, OLEV finds that there are no defects or that the warranty rights do not subsist for one of the reasons listed above, the Reseller/B2B Customer will be contacted directly by OLEV to inform them of any product repair costs.

By accepting the repair estimate, the Reseller/B2B Customer accepts that the product will not be repaired under warranty

b. Should the ascertained defectiveness of the product falls within the scope of this warranty, OLEV will proceed, at its own discretion, to repair it or replace it with an equal or equivalent product, compatibly with the technological progress carried out.

9. ENTIRE AGREEMENT

OLEV does not authorise any third party to extend the duration and/or terms and conditions of this warranty or to assume any other obligation or liability on behalf of OLEV concerning products under the warranty.

This warranty also replaces any and all verbal or express warranties or declarations made before purchasing the product.

The text of this warranty is written in Italian; it is the only one considered authentic as the original text.

10. APPLICABLE LAW AND JURISDICTION
This warranty is governed by Italian law. For any dispute concerning the execution or interpretation of this warranty or any other legal warranties, the exclusive jurisdiction of the Court of Vicenza (Italy) is provided.

11. Complaints
11.1 Any lack of conformity, or defect in the Products, must be notified by e-mail, under penalty of forfeiture, within and no later than 8 days:

a.  from the date of receipt of the Products, by the Buyer, in case of manifest defects (i.e. such that they should have been discovered by a diligent Buyer); coperti da un Compratore diligente);
b. in the case of hidden defects, from the date of discovery of the defects
and in any event no later than the time limit laid down in Art. 10.3, from the delivery of the Products to the Buyer.
11.2 Complaints must include all information necessarytoidentify the problem, the quality control number (on the packaging and on the Product), a copy of the invoice or receipt with the relevant date of purchase, any ph

12. Limitation of liability
12.1 Except in the case of wilful misconduct or gross negligence, OLEVwillnotbe liablefor any damage arising out of or in connection with the lack of conformity of theProducts or delays in delivery

12.2 In any case where OLEV is liable, the amount of compensation for defects and faults found in the Products shall not exceed the value of the Product, equal to the price paid by the Buyer
12.3 The right of the Buyer to terminate the contract is excluded in any case.

13. Reservation of title
13.1 It is agreed that the Products delivered shall remain in OLEV’s property until full payment has been received by the latter; OLEV is therefore authorised to enter the premises where the Buyer stores the Products in order to collect them

14. Returns
14.1. Under no circumstances will returns be accepted unless previously authorised in writing by OLEV. In all cases of authorised returns, the Products will be returned carriage paid (DDP Incoterms) to OLEV’s headquarters

14.2 In the case of returns due to defects, if OLEV recognises the existence of the defect reported, it will, at its own expense, in accordance with Art. 10, undertake to replace, repair or reimburse the defective Product, bearing the costs of return to the Purchaser. In the event that OLEV decides to make a refund, it will be equal only to the price paid, excluding any shipping costs
14.3 On the other hand, if OLEV does not consider that there is a defect for which it is liable, all repair and shipping costs will be borne exclusively by the Buyer, who must pay them in advance before the repair .

14.4 In all cases of authorised returns (other than for warranty reasons), subject to the provisions of
Art. 14.1, any reimbursement of the price paid by the Buyer alone shall be subject to a deduction, to be agreed upon from time to time, as reimbursement of expenses. In the event that the Buyer has not yet paid the price, the return shall be authorised only upon payment of the agreed sum as reimbursement of expenses.

15. Confidentiality obligations
15.1 All information relating to OLEV know-how, as well as other business and commercial information, of which the Buyer becomes aware during the negotiations andtheexecution of the contract (Confidential Information) shall be considered confidential and not disclosable to third parties. Confidential Information may only be used to the extent necessary for the proper performance of the contract and use of the Products.

15.2 The Buyer shall be liable towards OLEV for any commercial and reputation damage resulting from its failure to comply with the provisions of this article.

16. Industrial and intellectual property rights.
16.1 The Buyer undertakes not todisclose,publish or divulge, copy,imitate, market or use in any way whatsoever any part of the patents and/or models and/or designs and/or technical and commercial know-how owned by OLEV, and it shall be liable for all costs,damages, expenses and losses incurred by OLEV as a result of the breach of this obligation

16.2 The use of OLEV’s trade marks, image and documentation, including, by way of example, catalogues and photos or images of the Products (where specifically authorised), and the trade names of the Products must always be made only for the promotion of the Products, in OLEV’s interest and in a manner that is fair and not misleading to the public. .
16.3 In particular, all rights of use of OLEV’s photos and images belong exclusively to OLEV; any use of these in any form whatsoever is therefore prohibited without OLEV’s express written consent.

17. Online sales.
17.1 The promotion and/or sale of the Products on the Internet, on e-commerce sites is subject to prior authorisation by OLEV and to a relevant agreement, as it is subject to specific conditions for reasons of transparency towards consumers and to protect OLEV’s image, brand and reputation.

17.2 In any case:
a.  Anyone wishing to sell the Products on their own website, must have obtained OLEV’s written permission to use the trademark for online sales;
b.  Online promotion or sale of the Products on platforms, portals or websites not owned by the online seller is prohibited without OLEV’s prior written consent;
c. The e-commerce website on which the Products are promoted, advertised or sold must comply with OLEV’s brand usage policy and image, and OLEV reserves the right to disallow sales on the website or revoke them at any time.

18. Product promotion - Trade Names.
18.1 The use of OLEV’s trademark(s) or photographs of the Products, promotional or advertising campaigns and, in general, the way Products are promoted are subject to OLEV’s prior written authorisation, both online and offline. The authorisation is always specific and personal to the authorised person

18.2 Anyone who sells the Products either offline or via the Internet:
a.  Must use OLEV trade names to identify specific Products; and
b.  Cannot change the name of the Products or attach or superimpose any other name to them; and
c.  Must state that the Product is manufactured by OLEV; and
d.  Must avoid using trademarks and names in such a way as to create confusion among the public as to the origins or nature of the Products
18.3 In all cases, the authorisation to use OLEV’s trade names, images or photos or the right to promote and/or sell products online, in the agreed manner, may be revoked by OLEV at any time by simple written notice, if OLEV considers that the conditions set out in Art. 17 or in this Article 18 have been violated. If the authorisation is revoked, the revoked party must remove the Products and any reference to OLEV’s trademarks and trade names from the e commerce website immediately, and, within 24 hours of the revocation at the latest, cease the relevant activity; no claim or refund may be made as a consequence of such revocation
18.4 The Buyer undertakes, also pursuant to and for the purposes of art. 1381 of the Civil Code, to ensure that the persons to whom he resells the Products comply with Articles 17 and 18

19. Applicable law and jurisdiction
19.1 These general terms and conditions and all contracts with OLEV are governed by Italian law, to the exclusion of the rules governing conflicts between the laws of different jurisdictions. The United Nations Convention on Contracts for the International Sale of Goods (1980 Vienna Convention) does not apply

19.2 For any dispute relating to the sale of the Products and/or to these General Sales Terms and Conditions, the competent court of the place where OLEV is based will have exclusive jurisdiction
19.3 However, notwithstanding the foregoing, OLEV alone shall be entitled to bring the dispute before the judicial authority of the place where the Purchaser has its registered office, without prejudice to the exclusive applicability of Italian law

20. Model of Organization, Management, and Control and Code of Ethics

20.1 The Buyer affirms having read and comprehended the contents of the Code of Ethics (hereinafter referred to as the “Code of Ethics”) and the “Organization, Management and Control Model pursuant to Legislative Decree no. 231/2001” (hereinafter referred to as the “Model”) of OLEV S.r.l., which is available on
the website www.olevlight.com in the “Code of Ethics” section, as well as the provisions of Legislative Decree no. 231/2001 and its subsequent amendments (hereinafter referred to as the “Decree”). The Buyer commits to adhere to the rules, procedures, and principles outlined in the Code of Ethics and the Model, as applicable, along with the stipulations of the Decree. Furthermore, the Buyer agrees to promptly notify the
Supervisory Body of OLEV S.r.l. of any act, fact, or behavior that comes to its attention during its relationship with OLEV S.r.l. that may constitute a criminal offense as defined within the scope of the Decree. The Buyer also acknowledges that non-compliance with any provisions of the Code of Ethics, the Model, and the Decree will be considered a serious violation of the obligations established in this Contract/Conditions of Sale, granting OLEV S.r.l. the right to terminate the Contract/GCS immediately, in accordance with and for the purposes of art. 1456 of the Civil Code, without prejudice to the right to seek compensation for any damages incurred.

21. Miscellaneous

21.1 These general sales terms and conditions have been drawn up in Italian, therefore, even in the presence of translations, in the event of discrepancies, the Italian version, with the exception of clause 19 - Applicable law and jurisdiction - will be considered prevalent as the authentic text.

22. Sanctions compliance

The Buyer shall comply with all applicable European Union sanctions and restrictive measures. The Buyer confirms that, at the time of placing the order, it is not subject to any EU sanctions and is not owned or controlled by persons or entities subject to such measures. The Buyer undertakes not to resell, export or otherwise transfer the Products, directly or indirectly, to any country, entity or individual subject to EU restrictive measures. Should OLEV S.r.l. reasonably determine that the execution of an order may expose it to a violation of applicable sanctions regulations, OLEV reserves the right to suspend or decline the relevant supply.