General Provisions
The terms and conditions outlined below (the “General Sales Conditions”) form an integral part of the contracts concluded between the Seller and the Buyer for the supply of the Seller’s products. The General Sales Conditions apply to all transactions concluded between the Seller and the Buyer, without the need for an explicit reference to them or a specific agreement in this regard at the conclusion of each individual transaction. Any different condition or term shall apply only if confirmed in writing by the Seller. In such a case, this condition will apply only to the order attached to this contract and will not be valid for future orders. Any contrary condition stipulated by the Buyer will be considered void unless explicitly and in writing accepted by the Seller. The Seller reserves the right to modify, supplement, or vary the General Sales Conditions by attaching such changes to the offers or any written correspondence sent to the Buyer.
Art. 1 Orders and Offers
1.1 The Seller’s offers are not to be considered binding, especially with reference to quantities, prices, and delivery terms.
1.2 Orders placed by the Buyer are not considered accepted until confirmed in writing by the Seller, who evaluates them at their complete discretion.
1.3 Orders and/or changes to orders made verbally or by phone must be confirmed in writing by the Buyer via email, fax, or certified email (PEC). Otherwise, the Seller will not be held responsible for any errors, misunderstandings, or delays.
1.4 Orders are made based on the type of sample viewed by the Buyer.
1.5 Payment terms will begin from the date of order confirmation according to the methods specified.
Art. 2 Delivery Terms
2.1 Unless otherwise agreed in writing, any delivery term specified is not binding for the Seller. Unless otherwise agreed between the parties, the indicative delivery term is the one specified in the order confirmation. The Seller will not be held responsible for any delays in delivery due to causes or actions of the shipper/carrier and/or force majeure events occurring after the delivery of the goods to the carrier/shipper or for any reasons not attributable to the Seller; this includes, by way of example and not exhaustively, strikes, lockouts, government regulations, subsequent export/import restrictions, delays in the delivery of raw or auxiliary materials, depending on their duration and scope, which release the Seller from the obligation to respect any agreed delivery date, without the Buyer being entitled to claim damages. The Seller reserves the right to make partial deliveries.
2.2 The Buyer loses the right to claim a delay in delivery if no timely complaint is made in writing within 3 days from receipt of the goods or if even part of their packaging is opened.
Art. 3 Inspection Duty, Product Acceptance, and Complaints
3.1 Upon receipt of the Products, the Buyer must immediately:
(a) verify the quantities and packaging of the Products and register any objections on the delivery note;
(b) conduct a compliance check of the Products according to the order confirmation;
(c) record any discrepancies on the delivery note.
3.2 In case of defects, the Buyer must proceed as follows:
(a) notify the Seller within 3 (three) working days from receipt of the Products. If the complaint is about a defect that was hidden despite initial inspection, the complaint must be made as soon as possible, and in any case no later than 7 working days from receipt of the Products;
(b) the detailed notification must be sent in writing to the Seller within the specified deadlines. Any complaints made by phone will not be accepted;
(c) the notification must clearly specify the type and extent of the defects;
(d) the Buyer agrees to make the disputed Products available for inspection; this inspection will be conducted by the Seller or an expert appointed by the Seller.
3.3 The Buyer loses the right to complain if they cannot return the goods in the condition in which they were received.
3.4 Minimal discrepancies in color or quality, as well as changes due to technical reasons, are considered part of contractual compliance and will not constitute grounds for complaints and/or contract termination. Any product for which no complaint is raised according to the procedures and terms outlined above will be considered approved and accepted by the Buyer.
3.5 In case of defects, the Seller reserves the right to deliver the corresponding quantity of compliant goods or repair the defects in the delivered goods.
3.6 The Buyer loses the right to action for any contractual non-fulfillment by the Seller if they do not proceed within one year from the delivery of the goods or the date on which they should have been delivered.
3.7 Complaints and disputes do not entitle the Buyer to suspend or delay payments for the disputed products, nor for products related to other supplies.
Art. 4 Authorized Returns
4.1 The Seller is not obligated to accept returns of products unless expressly agreed in writing.
4.2 Any return of goods, subject to written authorization from the Seller, must take place at the Seller's premises at Via Trani, 107 – 76121 Barletta (BT) – Italy. Unauthorized returns will not be accepted. In case of return, the cost of transportation is at the Buyer’s expense.
Art. 5 Shipment
5.1 The goods travel at the Buyer’s risk and peril, regardless of the Incoterms 2020 agreed in the order or subsequently.
Art. 6 Prices
6.1 The prices of the Products do not include taxes, duties, shipping, or insurance.
6.2 Prices will be subject to revision in the event of:
Art. 7 Payments
7.1 In the absence of an agreement on the payment term, invoices are payable, on a simultaneous basis, upon delivery.
7.2 Payments must be made at the Seller’s premises, even for non-cash payments.
7.3 If the Buyer does not make the payment within the terms and methods specified by the Seller, the Seller has the right, at its discretion, to suspend or cancel further deliveries and declare any claims arising from the business relationship as immediately due. Furthermore, the Seller may request advance payments or a security deposit. The Buyer has no right to make any compensation, withholding, or reduction unless their claim in this regard has been definitively and judicially accepted or authorized.
7.4 Default occurs without notice on the day following the due date of payment.
7.5 In addition to other remedies allowed by applicable law or these General Sales Conditions, the Seller reserves the right to charge default interest on late payments from the date the payment becomes due, calculated at the official reference rate of the European Central Bank plus 7 (seven) percentage points.
Art. 8 Express Termination Clause
8.1 Failure to observe payment terms gives the Seller the right to terminate the contract ex art. 1456 of the Civil Code by sending written notice to the Buyer via registered letter A/R, without prejudice to the Seller’s right to retain what has been received from the Buyer as compensation for the damage suffered, and without prejudice to further actions for the recovery of the damage; to suspend any fulfillment of orders or outstanding orders; to charge the Buyer (without prejudice to other actions) interest from the due date at the default rate prescribed by law and, where applicable, interest equal to the refinancing rate of the European Central Bank plus seven percentage points, without the need for formal notice of default from the Buyer.
Art. 9 Right of Withdrawal
9.1 The Seller reserves the right to withdraw from the contract if, after the order confirmation, it receives commercial information about the Buyer’s name that, at its sole discretion, advises against the execution or continuation of the contract. The exercise of this right does not entitle the Buyer to any claim for damages or otherwise.
Art. 10 Invoices
10.1 Payment agreed in foreign currency is due in the same currency.
10.2 In case of devaluation of the foreign currency, invoices will be paid in Euros, and prices stated in the order confirmations will be converted to Euros at the average exchange rate of the Milan Stock Exchange on the day of order confirmation.
Art. 11 Retention of Title
11.1 The goods remain the property of the Seller until the full payment of the products; until then, the Buyer is required to keep the products as a trustee of the Seller and must store them properly, protected, and insured to prevent deterioration or damage.
11.2 The Buyer is authorized to resell the goods according to the seasonal market trends as long as they fulfill their obligations towards the Seller. However, they cannot pledge or use the goods under retention of title as collateral. They must preserve the Seller’s rights if they sell the goods on credit, which are still under retention of title.
11.3 In case of delayed payment by the Buyer, the Seller is authorized, even without withdrawing from the contract and without setting an additional term, to demand the immediate return of the goods under retention of title at the Buyer’s expense.
11.4 The Buyer assigns to the Seller as collateral, and the Seller accepts, all credits and rights arising from the sale of goods subject to the Seller’s retention of title.
11.5 The Buyer is authorized to recover, on behalf of the Seller, the credits ceded to the Seller and must notify the Seller immediately.
11.6 The Buyer must inform the Seller immediately about any enforcement measures promoted by third parties concerning the goods under retention of title or assigned credits or other guarantees, transmitting to the Seller the necessary documents for intervention. This also applies to other prejudicial measures.
11.7 Upon the Buyer’s request, the Seller undertakes to release the guarantees provided above if the value of these guarantees exceeds the Seller’s credits by more than 10%.
Art. 12 Acceptance of General Sales Conditions
12.1 Signing and/or sending the order implies the unconditional acceptance of the general conditions attached.
Art. 13 Buyer’s Guarantees
13.1 In case of a decrease in the Buyer’s solvency, even in the event of partial order fulfillment, the Seller reserves the right to request additional suitable guarantees deemed necessary for the portion of the order not yet executed. The Buyer’s refusal to provide such guarantees entitles the Seller to cancel the order, in whole or in part.
Art. 14 Down Payment
14.1 If the Buyer has paid a down payment as part of the total price due and subsequently fails to collect the goods within the established terms, or cancels the order, the down payment will not be refunded and will be definitively retained by the Seller as a penalty (Article 1382 of the Civil Code), in addition to the right to claim further damages.
Art. 15 Intellectual Property
15.1 The Buyer expressly acknowledges that the trademarks, trade names, or other distinguishing marks on the goods are the exclusive property of the Seller and cannot be altered, modified, removed, or erased in any way.
Art. 16 Protection of Personal Data
16.1 Personal data provided for the execution of this Contract will be processed manually or electronically by the contracting parties in accordance with the provisions of Legislative Decree No. 196/2003 and the GDPR (EU Regulation No. 2016/679), solely for the purposes related to the execution of this Contract.
Art. 17 Applicable Law
17.1 This contract is governed by Italian law.
Art. 18 Official Language
18.1 The official language of the contract is Italian.
Art. 19 Competent Court
19.1 For any dispute arising from or related to this contract, the exclusive jurisdiction will be that of the Court of Trani.
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