B2B
Publication date: September 1, 2025
Effective from: date of publication on the website
These General Terms and Conditions of Sale (“GTCS”) govern B2B sales by BEST LIGHT SRL - Socio Unico (hereinafter, “Best Light”) to its professional customers. The GTCS are published on Best Light’s institutional website and may be updated at any time without prior notice. The applicable version is always available at: https://www.bestlight.it (or another official Best Light domain).
Notice: These GTCS apply exclusively to business-to-business relationships (between professionals/companies). They do not apply to consumers as defined under Italian Legislative Decree 206/2005.
1. Definitions
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Buyer: the professional entity purchasing the Products from Best Light.
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Contract: the sales contract concluded upon acceptance of the Order by Best Light.
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Order: the purchase request submitted by the Buyer to Best Light.
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Products: the goods offered for sale by Best Light.
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GTCS: this document.
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Website: Best Light’s institutional website referred to above.
2. Scope and Precedence
2.1 The GTCS govern every sale of Products by Best Light to the Buyer. Any general or specific conditions of the Buyer shall be ineffective, unless expressly accepted in writing by Best Light in the individual Contract.
2.2 The GTCS are deemed acknowledged and accepted upon submission of the Order, even if not physically signed, whenever referenced in the offer, order confirmation, or invoice.
2.3 In case of conflict between the GTCS and conditions agreed in the individual Contract (or order confirmation), the latter shall prevail.
2.4 Best Light may amend technical specifications, price lists, catalogues, images, and technical documentation without prior notice; such materials are indicative only and do not constitute a binding offer unless expressly agreed in writing. Delivered Products may differ in appearance/equipment from illustrative materials, without affecting compliance with agreed specifications.
3. Intellectual Property and Confidentiality
3.1 All intellectual property rights in trademarks, logos, designs, technical documents, software, projects, calculations, images, and Website content remain the exclusive property of Best Light (or their licensors). Any unauthorized reproduction or use is prohibited.
3.2 Documents and technical/commercial information provided by Best Light are confidential and may not be disclosed to third parties without prior written consent; upon request, they must be returned if the Contract is not concluded.
4. Orders and Formation of the Contract
4.1 The Buyer’s Order is irrevocable for thirty (30) days unless otherwise stated. The Contract is formed upon Best Light’s written order confirmation (including via certified e-mail or corporate e-mail) or upon commencement of performance.
4.2 Once accepted, the Order cannot be cancelled or modified by the Buyer without Best Light’s written consent; any costs already incurred shall remain the Buyer’s responsibility.
5. Prices, Invoicing and Payments
5.1 Unless otherwise agreed in writing, prices are EXW (Incoterms® 2020) Best Light’s warehouse, excluding VAT, duties, taxes, transport, and packaging costs.
5.2 Best Light may adjust prices if significant cost variations (raw materials, energy, freight, duties, taxes) arise between the Order and delivery, with such adjustments reflected in the order confirmation or invoice.
5.3 Invoicing is carried out in compliance with applicable law (including electronic invoicing). Currency and due date are specified in the invoice. Payment terms are of the essence.
5.4 Any unauthorized suspension or set-off is excluded.
5.5 In case of late payment, default interest shall accrue pursuant to Italian Legislative Decree 231/2002 (commercial transactions), in addition to recovery costs. Best Light may suspend deliveries and/or terminate the Contract under Article 1456 of the Italian Civil Code.
6. Delivery, Transport and Deadlines
6.1 Unless otherwise agreed, delivery is EXW (Incoterms® 2020): risk and expenses pass to the Buyer when the Products are made available at Best Light’s warehouse and notice thereof is given.
6.2 Delivery times are not essential or guaranteed; delays shall not entitle the Buyer to cancel the Order or claim damages, except in cases of willful misconduct or gross negligence.
6.3 If the Buyer delays or refuses collection/delivery, related storage, insurance, and other costs shall be borne by the Buyer; Best Light may invoice the Products as delivered.
7. Inspection, Non-Conformity and Returns
7.1 The Buyer must inspect the Products upon delivery. Any apparent defects/non-conformities must be reported in writing within eight (8) days of delivery; hidden defects within ten (10) days of discovery and, in any event, within the warranty period.
7.2 After these deadlines, the Products are deemed accepted. Complaints do not suspend payment obligations.
7.3 Returns must be authorized in writing (RMA) and shipped in intact original packaging, at the Buyer’s risk and expense, unless otherwise agreed.
8. Commercial Warranty (B2B)
8.1 Unless otherwise stated in the order confirmation, Best Light warrants that the Products comply with the minimum technical specifications in the relevant documentation (manuals/instructions/technical data) and with applicable EU legislation.
8.2 The warranty period is twelve (12) months from delivery, unless different terms are provided by the manufacturer. The warranty covers manufacturing defects arising despite proper use according to instructions.
8.3 Exclusive remedies: at Best Light’s option, repair or replacement of the defective Product/component, or refund of the price of the defective component (net of taxes).
8.4 Exclusions: wear and tear, incorrect installation/use/storage, tampering, use with unsuitable equipment, power surges/weather events, lack of maintenance, unauthorized modifications.
8.5 Except in cases of willful misconduct or gross negligence, all further liability for indirect, consequential, or loss-of-profit damages is excluded.
9. Regulatory Compliance, Export and Use
9.1 The Buyer is responsible for compliance with laws and regulations applicable to import/export, transport, storage, and use of the Products, including licensing regimes and international sanctions.
9.2 In case of resale, the Buyer undertakes to pass on to its customers the technical obligations and usage limitations of the Products.
10. Retention of Title
10.1 Sale is subject to retention of title under Articles 1523 et seq. of the Italian Civil Code: ownership of the Products passes to the Buyer only upon full payment of the price.
10.2 In the event of non-payment, Best Light may require return of the Products, without prejudice to further damages.
11. Termination and Suspension
Best Light may suspend supplies, require advance/instant payment, or terminate the Contract (Article 1456 of the Italian Civil Code) by written notice if:
a) the Buyer is insolvent, subject to insolvency proceedings, or equivalent situations;
b) the Buyer seriously breaches contractual obligations;
c) control of the Buyer passes to a competitor of Best Light.
12. Force Majeure
No liability arises for non-performance due to events beyond reasonable control (including, without limitation: natural disasters, epidemics, government measures, wars, riots, embargoes, shortages of raw materials/energy, fire/explosion, general strikes, interruptions of transport/telecommunications). In such cases, Best Light may suspend performance or terminate the Contract by written notice.
13. Privacy
Processing of personal data complies with Regulation (EU) 2016/679 (GDPR) and applicable Italian law. A full privacy notice is available on the Website. The Buyer acknowledges having read it and undertakes to inform its contacts. Each party shall process the other’s data solely for contractual purposes.
14. Communications
Unless otherwise stated, communications shall be in writing via certified e-mail (PEC) or corporate e-mail to the addresses indicated in the order confirmation/invoice. Any changes to contact details must be promptly notified.
15. Governing Law and Jurisdiction
15.1 The Contract and GTCS are governed by Italian law, excluding conflict rules and the 1980 Vienna Convention on the International Sale of Goods (CISG).
15.2 The Court of Padua (Italy) shall have exclusive jurisdiction.
16. Final Provisions
16.1 Any tolerance of non-performance or delays shall not constitute a waiver of rights.
16.2 The nullity/ineffectiveness of one clause shall not affect the validity of the others.
16.3 Nothing in these GTCS creates an agency, partnership, joint venture, or employment relationship between the parties.
16.4 The Italian version of these GTCS is the sole authentic text; translations are for information purposes only.
Company Details
BEST LIGHT SRL - SOCIO UNICO
Registered office: Via Leonino da Zara, 32 – 35020 Albignasego (PD) – Italy
VAT/Tax Code: 04772190288 – REA: PD - 417324
Tel.: +39 049 8625300 – E-mail: info@bestlight.it – PEC: certificata@pec.bestlight.it
Website: https://www.bestlight.it