These general conditions apply to all sales contracts concluded between the Seller and the Buyer. Any modification, waiver, or variation of these general conditions of sale shall be binding only about the specific contract to which it refers and only if agreed in writing and confirmed in writing by the Seller. Any offers, order proposals, credits, and/or rebates granted by agents or other intermediaries will also be considered valid only if confirmed in writing by the Seller.
2. OBJECT OF THE SUPPLY
The supply shall be exclusive of the materials and quantities specified in the Seller's order confirmation and/or in other written communications from the Seller which, to all intents and purposes, shall take precedence over any other document that does not conform.
3. CONTRACT CONCLUSION TERMS AND CONDITIONS
3.1 The Purchaser sends to the Seller, directly or through agents, written orders exclusively by e-mail to firstname.lastname@example.org which must contain an indication of the Products requested, the quantities, their price, and destination. The cancellation, even partial, of the Order after the preparation of the Products will result in the loss of the deposit paid.
3.2 The Sale shall be deemed concluded when the Purchaser receives from the Seller the written confirmation by email, fax or other telematic means, in accordance with the terms and conditions of the Order. It is understood that the Seller's written confirmation is necessarily subject to the actual availability of the products ("except for the sold"), which will be verified in detail, after receipt of the order, without any liability on the part of the Seller in case of unavailable products. In the event of a Confirmation sent by the Seller containing conditions different from the Order received by the Buyer, the sale shall be concluded when the Buyer accepts it in writing (by e-mail to email@example.com) or in any case does not contest it within 7 (seven) days of receipt.
4. DELIVERY TERMS
4.1 All delivery terms are to be considered indicative and any extension of them for any reason whatsoever does not give the Purchaser any right to claim compensation and/or indemnity and/or contractual termination.
4.2 The Seller shall make delivery by placing the Products at the Purchaser's disposal within the terms and places specified in the contract, assuming exclusively the obligation to load the Products on the means of transport, excluding any further charges. The burden of unloading the goods from the means of transport shall be borne by the Purchaser.
4.3 Unless otherwise agreed, the supply of the goods shall be considered Ex Works and this also when it is agreed that the shipment or part of it shall be handled by the Seller on behalf of the Purchaser.
4.4 The Products always travel at the Buyer's risk and, upon delivery to the first carrier and/or the Buyer, the Seller shall not be liable for any loss and/or damage to the Products. In no case, once delivery has been made, the Purchaser is exempt from the obligation to pay the price of the Products.
4.5 the Purchaser must instruct the carrier to check the products before loading; any remarks regarding the integrity of the packaging and the conformity of the loaded quantities to those indicated on the transport document must be raised by the carrier at the time of loading. Such remarks must be reported on all copies of the transport documents, otherwise, the loaded products shall be deemed to be intact and complete. It follows that the Seller does not assume any liability concerning any failure and/or damage to the Products not reported by the carrier.
4.6 Delivery may be suspended by the Seller in all cases of default by the Purchaser in payment of the price of the Products.
4.7 Unless otherwise agreed between the parties, if, within 30 days from the Seller's communication of the Products' making available, the Purchaser does not take back the goods, due to a fact attributable to him, the warehousing/storage costs will be charged and the Seller will be exonerated from any responsibility for the loss and/or damage of the Products. Furthermore, should the failure to collect the goods continue beyond the term of 6 months, the Products will be definitively re-purchased by the Seller with the right of the latter to retain the warehousing/storage costs: this also in the case of total or partial payment by the Buyer of the Products themselves.
4.8 Unless otherwise agreed between the parties, if the Purchaser wishes to block the goods, he shall have to pay a deposit equal to 20-30% of the order and, if subsequently, the Purchaser does not confirm the order within 30 days, due to a fact attributable to him, with payment of the balance, in the manner agreed upon and withdrawal of the goods, the contract shall be considered definitively canceled and the Seller shall have the right to retain the deposit paid.
5. PAYMENT TERMS
5.1 Any payment obligation must be fulfilled at the Seller's registered office, even in the case of the issue of bank drafts or receipts or the issue of bills of exchange. Any payments to agents, representatives or sales assistants shall not be deemed to have been made until the relevant amounts are received by the Seller.
5.2 Any charge or expense relating to shipping, delivery, and/or transport of the Products, as well as taxes, stamps, customs charges, and any other additional charges not included in the prices of the Products, are the exclusive responsibility of the Purchaser.
5.3 In case of delay, even if only partial, of the agreed payments, the Seller will be entitled to default interest to the extent provided for by Legislative Decree no. 231 of 09/10/2002. Besides, non-payment or delayed payment of invoices, for whatever reason, will entitle the Seller, at its discretion, to demand advance payment of the remaining supplies or to temporarily suspend and/or cancel the execution of other orders in progress, without the Purchaser being able to claim compensation, indemnification or anything else.
5.4 Unless otherwise agreed in writing, the Purchaser undertakes not to offset any claims, however arising, against the Seller.
6. WARRANTY FOR DEFECTS
6.1 The Seller warrants that the Products are free from defects and faults, subject to the 5% tolerance. Any indications of use, weights, measures, dimensions, color/color, and other data contained in the Seller's catalogs, brochures as well as samples and/or models previously sent by the Seller to the Buyer, are merely indicative and are not binding. Differences in color/color concerning what has been agreed cannot be reported as Product defects. The Seller's warranty is limited to first choice Products only and not to second or third choice Products or "second-hand" batches with special prices or discounts.
6.2 The Seller does not guarantee the suitability of the Products for particular uses. It is always the designer's task to evaluate the suitability of the Product to the specific conditions of use according to any variable that may occur in the destination environment.
6.3 The Seller undertakes to replace the faulty and/or defective Products with others having the same characteristics or, if this is not possible, will agree to a reasonable reduction in price, without any further obligation to pay compensation for direct and/or indirect and/or consequential damages deriving to the Purchaser and/or third parties from defects in the Products, without prejudice to the mandatory provisions of law.
6.4 The Seller's warranty shall be deemed to be excluded if the Product is affected by defects has been used and/or laid, it being understood that in this way the Purchaser has expressed the will to accept them in the state in which they are. The warranty referred to in this article is excluded if the defects or faults of the Products depend on the incorrect use, modification, or alteration of the Products attributable to the Purchaser.
6.5 The Purchaser's complaints must be made in compliance with the law, before installation, by a registered letter with return receipt to be addressed to the Seller, and must document in detail the defects and faults found. The Seller shall not accept any complaint and/or complaint without the Purchaser having made the Products subject to complaint available to allow the Seller to carry out the necessary checks. In any case, the complaint does not give the Purchaser the right to suspend and/or delay, in whole or in part, the payment of the price within the agreed terms.
6.6 In the event of complaints of flaws and defects made by the Purchaser correctly and legitimately, the Purchaser shall make the Products available to the Seller, for the related collection, exclusively on the "street" and/or "ground" floor; failing which the goods shall not be collected.
7. RESERVATION OF DOMAIN AGREEMENT
7.1 Until the Purchaser has paid the full price, the Products supplied shall remain the property of the Seller.
7.2 During the above mentioned period, the Purchaser shall assume the obligations and responsibilities of the custodian, and may not alienate, give into use, let seize or seize such Products without declaring the ownership of the Seller and give immediate notice by registered letter with return receipt to the Seller.
8. DUE TO FORCE MAJEURE
The Seller may suspend the performance of its contractual obligations when such performance is made impossible or objectively too expensive by an unforeseeable independent impediment.
By his will, such as: strike, boycott, lockout, fire, war (declared or not), civil war, riots and revolutions, requisitions, embargo, power outages, extraordinary breakdowns of machinery, delays in delivery of components or raw materials and other causes similar to those listed above.
9. SUSPENSION OF THE CONTRACT TERMINATION EXPRESS CLAUSE
The Seller has the right to terminate each contract with the Purchaser, with immediate effect, according to art. 1456 of the Italian Civil Code, through a notice sent by registered letter with return receipt declaring that it avails itself of this express termination clause in all cases in which the Purchaser does not fulfill its obligations under art. 5 of these general conditions of sale.
10. SELLER'S TRADEMARKS AND DISTINGUISHING MARKS
10.1 The Purchaser is obliged to use the names, trademarks or other distinctive signs of the Seller, for the sole purpose of identifying and advertising the Products and it is understood that such use is made in the exclusive interest of the Seller who shall, in any case, provide its consent in advance in writing.
10.2 The Buyer undertakes not to include the Seller's trademarks, names, or other distinctive signs in his company, company name, or web domains and not to register the Seller's trademarks and/or distinctive signs as web domains.
11. PERSONAL DATA PROCESSING
12. APPLICABLE LAW - COMPETENT COURT
12.1 These general conditions of sale as well as each contract stipulated between the Seller and the Purchaser are governed by Italian law.
12.2 The definition of any dispute that may arise between the parties and in any case relating to the interpretation, validity or execution of the Contract and these general conditions of sale, is subject to the law and jurisdiction of the Italian State and the territorial jurisdiction is devolved exclusively to the Court of Modena in whose district the Seller has its registered office.