1. Definitions
Within these general terms and conditions of sale, the terms specified below with an initial capital letter shall have
the following meaning:
Customer(s) or Buyer(s): the party/parties intending to purchase the Products manufactured by Everlasting.
General Conditions: these conditions governing the terms and methods under which Everlasting sells the Products
to the Customer.
Contract: these General Conditions and the Offer Form, collectively considered.
Everlasting or Seller: Everlasting S.r.l.
Offer Form or Offer: document containing the Customer’s identification data and administrative information, as well
as the subject matter and economic conditions of the sale, the payment and invoicing methods, the methods and
date of delivery of the Products and any further reference and detail as applicable, valid as a contractual proposal
formed pursuant to and for the purposes of Article 1326 of the Italian Civil Code.
Parties: Everlasting and the Customer.
Products: refrigeration equipment and machinery of any kind and type manufactured and/or marketed by Everlasting
and offered for sale under the Contract.
2. General provisions
2.1 These General Conditions govern all sales concluded by Everlasting with Customers, without the need for express reference to them within each individual Contract.
2.2 Any agreements derogating from the provisions of these General Conditions shall be enforceable against Everlasting only insofar as they result from an agreement made in writing.
2.3 These General Conditions shall take effect with respect to sales concluded as of March 1, 2026.
3. Subject of the Contract
3.1 The subject of the Contract is the sale of the Products described in the Offer Form, under all the specific conditions set forth therein.
4. Formation and conclusion of the Contract
4.1 Following the Customer’s expression of interest in concluding the Contract, Everlasting sends the Buyer the duly signed Offer Form, thus valid as a contractual proposal formed pursuant to and for the purposes of Article 1326 of the Italian Civil Code, remaining effective for thirty days from the date of transmission to the Customer.
4.2 Upon expiration of the aforementioned term referred to in Article 4.1 — and therefore in the absence of acceptance
by the Customer within thirty days — the proposal contained in the Offer Form shall be deemed revoked and, in any event, devoid of any legal effect.
4.3 The Contract is concluded upon Everlasting’s receipt of the Offer Form signed by the Customer for acceptance, without prejudice to the provisions of Article 4.2 above.
4.4 After the conclusion of the Contract, any requests by the Customer to modify, in whole or in part, the Products forming its subject may be accepted only if submitted in writing and, in any case, at Everlasting’s sole discretion.
4.5 The request for modification referred to in the preceding paragraph, if accepted by Everlasting, is equivalent to a new contractual proposal. In such case, upon acceptance of the proposal, the Seller shall make the appropriate changes to the subject indicated on the previous Offer Form.
5. Right of withdrawal
5.1 Pursuant to and for the purposes of Article 1373 of the Italian Civil Code, the Buyer has the right to withdraw from the Contract as long as Everlasting has not commenced the production process of the Products forming its subject.
The commencement of the production process is determined at Everlasting’s sole discretion.
5.2 The right of withdrawal shall be exercised by the Customer under penalty of ineffectiveness, at the email address referred to in Article 17.1 below.
5.3 In the event the right of withdrawal is exercised, the Customer is obliged to pay Everlasting, as a withdrawal penalty pursuant to Article 1373, third paragraph, of the Italian Civil Code, an amount equal to 20% of the total taxable amount indicated on the Offer Form.
6. Prices, payment methods and terms, interest
6.1 The sale prices shown in the Offer Form, to be understood — unless otherwise agreed in writing between the Parties — Ex Works (i.e., with transport costs borne by the Customer), include the costs for standard packaging of the Products, as defined in Article 9.1 below.
6.2 Payment of the sale price of the Products, increased by any bank collection charges (which are always borne by the Buyer), must be made by the Customer in the manner and within the terms specified in the Offer Form.
6.3 With regard to sales of non-standard Products (special and/or customized and/or made-to-measure equipment), the Customer is in any case obliged to pay Everlasting, simultaneously with the conclusion of the Contract, a deposit equal to thirty percent of the total sale price or such different higher or lower deposit as indicated in the Offer Form.
6.4 In the event of delay in payment of the sale price beyond the deadlines set out in the Offer Form, the Customer shall pay the Seller interest at the rate determined pursuant to Article 5 of Legislative Decree 231/2002 as amended from time to time, in addition to any related and consequent expenses, without exception, including bank and legal costs.
7. Products, accessory components and spare parts
7.1 The entire range of Products manufactured and offered for sale by Everlasting, with the related components and technical characteristics, is published in the Seller’s catalogs/price lists and on the website www.everlasting.it.
7.2 The data and technical characteristics of the Products (by way of example and not limitation, weight, dimensions,etc.) as published above are purely indicative; therefore Everlasting in no way guarantees their accuracy.
7.3 During the performance of the Contract, Everlasting reserves the right to make all modifications and/or improvements to the Products that, from a technical standpoint, may prove necessary or appropriate at its sole discretion, provided that this does not entail any alteration and/or modification of the essential characteristics of the Products themselves.
7.4 In the case referred to in Article 7.3 above, any liability of the Seller towards the Customer is therefore excluded.
7.5 Any provision of optional components compared to the standard equipment of each Product, as resulting from the documentation published pursuant to Article 7.1 above, must be indicated in the Offer Form.
7.6 Without prejudice to the methods of formation and conclusion of the Contract as specified in Article 4 of these General Conditions, with regard to the sale of spare components for the Products, the Customer is required to previously indicate to the Seller the serial number of the equipment printed on the silver label placed on the rear of each unit. Only in exceptional cases and at its sole discretion does Everlasting accept to conclude the Contract concerning
spare parts identified by means of photographic or video evidence, it being understood that in such case, if the component subject to the sale does not correspond to the one desired by the Customer, the Seller shall be exempt from any liability and shall not be obliged to replace it.
7.7 It is understood between the Parties that, by way of derogation from Article 6.1 of these General Conditions, in the event the Contract concerns the sale of spare parts whose total taxable cost is equal to or less than €80.00, the packaging cost shall be borne by the Customer and Everlasting shall apply a surcharge of €15.00 as an “order handling fee.”
8. Testing and use of the Products
8.1 Each piece of equipment manufactured and offered for sale by Everlasting is subject to testing to verify its proper functioning in accordance with the relevant parameters specified in the documentation referred to in Article 7.1 above and in the instruction manual supplied with each Product.
8.2 Any liability of Everlasting is excluded in the event the Products are used by the Customer in a manner not compliant with the operating parameters as published above.
9. Packaging of the Products
9.1 Standard packaging means packaging on a pallet, complete with cardboard, polystyrene and protective polyethylene film. The cost of standard packaging is included in the sale price of the Products pursuant to Article 6.1 of these General Conditions.
9.2 Cage packaging means custom-made packaging with wooden boards spaced apart by empty gaps.
9.3 Crate packaging means custom-made packaging with a fully enclosed wooden structure.
9.4 Any order for the packaging referred to in Articles 9.2 and 9.3 — the costs of which are published in the Product price list — must be indicated in the Offer Form.
10. Transport and delivery of the Products
10.1 Without prejudice to Article 6.1 of these General Conditions, delivery and shipment of the Products forming the subject of the Contract by Everlasting shall take place in one of the following alternative ways, in accordance with what is indicated in the Offer Form:
a. transport by the Seller’s vehicle and delivery by the Seller to the Customer;
b. collection of the goods at Everlasting by a carrier or freight forwarder chosen and appointed by the Customer
(“Freight Collect”);
c. delivery by Everlasting through a carrier or freight forwarder chosen and appointed by it (“Freight Prepaid with
charge”).
10.2 In the cases referred to in letters b. and c. of Article 10.1 above, all costs and risks connected with the shipment
and delivery of the Products shall remain entirely borne by the Customer pursuant to Articles 1475 and 1510 of the
Italian Civil Code; therefore Everlasting is released upon delivery of the Products to the freight forwarder or appointed
carrier. Consequently, Everlasting’s liability for all damages arising from transport is excluded.
10.3 In the case referred to in letter c. of Article 10.1 above, the Customer may not raise objections or claims of any nature
against Everlasting in the event of increases in transport costs after the conclusion of the Contract attributable
to the appointed carrier or freight forwarder.
10.4 In the event of transport of the Products in containers, only if previously requested by the Customer, Everlasting
shall, at the time of delivery to the carrier or freight forwarder, take photographs attesting to the perfect correspondence
between the Products indicated in the Offer Form and those actually delivered.
10.5 Delivery times indicated in the Offer Form are to be considered purely indicative and not binding on the Seller.
10.6 Any liability of Everlasting pursuant to Article 1218 of the Italian Civil Code is excluded in the event of delay or non-performance not attributable to it, as dependent, by way of example and not limitation, on strikes, interruptions
in the supply of energy and services, severe weather events, machinery breakdowns, etc.
11. Warranty
11.1 Everlasting warrants the Customer against defects and non-conformities of the Products forming the subject of the Contract for a period of twenty-four (24) months from the date of shipment.
11.2 Under penalty of forfeiture of the warranty, the Customer is required to report apparent defects — namely those easily recognizable without careful examination, such as visible damage, etc. — within eight days from delivery.
11.3 Under penalty of forfeiture of the warranty, the Customer is also required to report hidden defects — namely
those not easily recognizable through a superficial inspection — within eight days of discovery and, in any case, no later than two years from shipment.
11.4 In both cases referred to in Articles 11.2 and 11.3 of these General Conditions, the Customer’s notice shall be deemed valid only if made in writing, sent by registered letter with return receipt, certified email (PEC) or email to
the addresses referred to in Article 17.1 below, and containing the serial number of the unit (indicated on the silver label placed on the rear of the Product) and the specification of the components deemed defective.
11.5 Only in exceptional cases and at its sole discretion does Everlasting agree to replace under warranty components identified by means of photographic or video evidence; it being understood that in such case, if the component subject
to replacement does not correspond to the defective one, the Seller shall be exempt from any liability and shall not be obliged to make further replacements.
11.6 The defective components subject to warranty are replaced free of charge by the Seller under the conditions specified below in Articles 11.7 and 11.8.
11.7 Upon notice given pursuant to Article 11.4 above, the Customer shall send, at its own care and expense, the component deemed defective to Everlasting’s headquarters at the address referred to in Article 17.1 below. After carrying out the relevant checks, if the Seller finds, at its sole discretion, that the alleged defects exist, it shall replace the defective component under warranty with transport costs borne by it. Otherwise, Everlasting shall return to the
Customer the component deemed not defective with transport costs borne by the latter.
11.8 By way of exception and in derogation from Article 11.7 above, if the Customer communicates to Everlasting the need to urgently receive the component deemed defective, the Seller, at its sole discretion, may provide for replacement under warranty as follows: Everlasting ships, at its own care and expense, the component subject to possible replacement to the Customer; within the following forty-five (45) days from the date of receipt of the new component by the Customer, the latter shall ship, at its own care and expense, the component deemed defective to the Seller. After the relevant checks, if Everlasting does not find, at its sole discretion, the alleged defects to exist, it shall invoice the Customer for the cost of the component and the related transport costs. Likewise, in the event of failure to return the allegedly defective component within 45 days from receipt of the new component, Everlasting shall
invoice the Customer both for the component and the related transport costs.
11.9 Defective components replaced under warranty shall be deemed the property of Everlasting.
11.10 It is understood between the Parties that only defective components are covered by warranty, with the express exclusion of labor required for their assembly and disassembly, which shall always be borne by the Customer.
11.11 The following are also expressly excluded from the warranty:
a. non-conformities and defects of the Products resulting from incorrect and/or non-compliant use with respect to the instructions reported in the relevant user, maintenance and installation manuals and therefore not attributable to the Seller;
b. non-conformities and defects of the Products resulting from tampering or technical intervention not authorizedby Everlasting;
c. gaskets, glass, lamps and related power supplies, probe temperature sensors, as well as any defect connected to the refrigerant gas;
d. damages, direct or indirect, caused by the use of aggressive, corrosive chemical detergents or those not compliant with the instructions for use and maintenance provided by Everlasting.
12. Exclusion of Everlasting’s liability
12.1 Without prejudice to the additional cases of exclusion of the Seller’s liability referred to in Articles 7.4, 7.6, 8.2, 10.3, and 11.5 of these General Conditions, Everlasting’s liability is also expressly excluded for damages, both pecuniary and non-pecuniary, that may arise, directly or indirectly, to the Customer or third parties as a result of defects, faults or malfunctions of the Products or certain components thereof.
13. After-sales assistance
13.1 Everlasting does not provide any after-sales service for the Products, including on-site service, even if requested during the validity of the warranty for defects. Furthermore, the Buyer may under no circumstances seek reimbursement from Everlasting for on-site assistance costs incurred by it.
14. Customer obligations and declarations
14.1 The Customer declares that it enters into this Contract within the scope of its entrepreneurial or professional activity and that, therefore, the provisions of Legislative Decree 206/2005 protecting consumers do not apply to it.
14.2 The Customer undertakes to communicate to the Seller any changes to its identification data and contact details, including email address. Any changes to the Customer’s addresses and contact details indicated in the Offer Form and not communicated to Everlasting shall not be enforceable against it.
15. Intellectual property
15.1 The trademarks “Everlasting,” “Cold Mark,” and “Meatico by Everlasting” are and shall remain the exclusive intellectual property of Everlasting. The purchase of the Products does not entail any transfer of rights to said trademarks,nor any license for their use in favor of Customers.
15.2 Pursuant to and for the purposes of the combined provisions of Article 20 of the Industrial Property Code and Article 2572 of the Italian Civil Code, the Buyer is also prohibited from removing, modifying or altering in any way the trademarks on the Products forming the subject of this Contract.
16. Final provisions
16.1 The Contract cancels and replaces any previous understanding or agreement that may have occurred between the Seller and the Customer. No amendment, note or clause added to the Contract shall be valid and effective between the Parties unless specifically and expressly approved in writing by both.
16.2 Any ineffectiveness and/or invalidity, total or partial, of one or more clauses of the Contract shall not result in the invalidity of the others, which shall be deemed fully valid and effective.
17. Communications
17.1 All communications from the Customer relating to the Contract, including those concerning changes to its addresses and contact details, must be sent to:
Everlasting S.r.l.
Strada Nazionale Cisa, km. 161
46029 – Suzzara (MN)
by registered letter with return receipt or to the email and certified email addresses info@everlasting.it; everlasting@pec.it.
18. Governing law and jurisdiction
18.1 The Contract is governed exclusively by Italian law.
18.2 For any dispute relating to the interpretation, execution and termination of this Contract, the Court of Mantua
shall have exclusive jurisdiction, with the express exclusion of any other alternative and/or concurrent court.