The terms and conditions indicated below (the "General Conditions of Sale") form an integral part of the contracts concluded between the Seller and the Buyer, for the supply of the Seller's products. The General Conditions of Sale apply to all transactions concluded between the Seller and the Buyer without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual transaction. Any different conditions or terms apply only if confirmed in writing by the Seller. In this case, this condition will only apply to the order attached to this contract and will have no value for future orders. Any contrary condition stipulated by the Buyer will be considered void unless explicitly accepted in writing by the Seller. The Seller reserves the right to modify, supplement or vary the General Conditions of Sale, attaching these variations to the offers or to any correspondence sent in writing to the Buyer.
Art.1 Orders and Offers
- The Seller’s offers are not to be considered binding, in particular with reference to quantities, prices and terms of delivery.
- Orders placed by the Buyer are not considered accepted until they have been confirmed in writing by the Seller who evaluates them in his complete discretion.
- Orders and / or changes to orders made verbally or by telephone must be confirmed in writing by the Buyer by email, fax or Pec. Otherwise, the Seller assumes no responsibility for any errors or possible misunderstandings and / or delays.
- Orders are made on the type of sample viewed by the Buyer.
- The payment terms will run from the order confirmation date in the manner indicated.
Art. 2 Delivery’s terms
- Unless otherwise agreed in writing, any delivery terms indicated are not binding on the Seller. Unless otherwise agreed between the parties, the indicative delivery time is that specified in the order confirmation. The Seller will not take any responsibility for any delay in delivery due to or caused by the shipper/carrier and / or due to force majeure which occurred after the delivery of the goods to the carrier/shipper or in any case for reasons not dependent on the Seller; there are included, by way of example and without any limitation, strikes, lockouts, provisions of the public administration, subsequent blockages of export or import possibilities, delays in the delivery of raw or auxiliary materials, in consideration of their duration and scope which release the Seller from the obligation to respect any agreed delivery time, without the Buyer being able to claim damages. The Seller reserves the right to make partial deliveries.
- The Purchaser loses the right to invoke the delay in delivery if he does not promptly contest in writing within 3 days of receipt of the goods or if he also opens only part of their packaging.
Art. 3 Duty to Inspect, accept Products and complaints
- Upon taking over the Products, the Purchaser must immediately:
- check the quantities and packaging of the Products and record any objection in the delivery note;
- carry out a conformity check of the Products with respect to what is indicated in the order confirmation;
- record any discrepancies in the delivery note;
- In the event of a complaint of defects, the Purchaser must proceed as follows: a) communication within and no later than 3 (three) working days, starting from the taking over of the Products by the Buyer. In the event that the dispute relates to a defect that, despite the initial inspection, has remained hidden, the dispute must be made as soon as possible by the end of the working day in which the defect was discovered and, in any case, no later than 7 working days after taking over the Products; b) the detailed communication must be sent in writing to the Seller within the terms indicated above. Any communication made by telephone is not accepted; c) the communication must clearly specify the type and amount of the defects alleged; (d) the Purchaser agrees to make the disputed Products available for inspection; this inspection will be carried out by the Seller or by an expert appointed by the Seller.
- The Purchaser loses the right of complaint in the event that it is not possible to return the goods in the state in which he received it.
- Minimal differences in color or quality, as well as changes due to technical reasons, fall within the contractual conformity and cannot constitute grounds for contesting the goods and / or terminating the contract. Any product for which no dispute has been raised in accordance with the procedures and terms indicated above is considered approved and accepted by the Buyer.
- In case of defects, the Seller reserves the right to deliver the relative quantity of compliant goods or to repair the defects of the delivered goods.
- The Buyer forfeits the right to action, for any contractual breach of the Seller if it does not proceed within one year from the delivery of the goods or from the date on which they were to be delivered.
- Complaints and disputes do not entitle the Purchaser to suspend or delay payments for the disputed products, or for those related to other supplies.
Art. 4 Returned authorized
- The Seller is not obliged to accept returns of products, unless expressly agreed in writing.
- Any return of goods, with prior written authorization from the Seller, must take place at the Seller's factory, located in Via Trani, 107 – 76121 Barletta (BT) - Italy. Returns of unauthorized goods are not accepted. In case of return, the cost of transporting the goods is borne by the Buyer.
Art. 5 Shipment
- The goods travel at the Buyer's risk and peril regardless of what is established by the Incoterms 2010 agreed in the order or after it.
Art. 6 Prices
- The prices of the Products do not include taxes, duties, shipping, insurance.
- Prices will be subject to revision in cases where:
- should the amounts of the customs duties vary;
- there was an increase in raw materials higher than 10%;
Art. 7 Payments
- In the absence of an agreement on the payment term, the invoices are payable, according to the principle of simultaneity, at the time of delivery.
- Payments must be made at the Seller's headquarters, even in the case of non-cash payments.
- In the event that the Buyer does not make the payment in the terms and in the manner indicated by the Seller, the Seller has the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately payable. In addition, the Seller may in such cases request advance payments or a guarantee deposit. The Purchaser has no right to make any compensation, withholding or reduction except in the event that his application in this regard has been definitively and judicially accepted, or authorized.
- The state of default takes over without warning on the day following the payment due date.
- In addition to the other remedies permitted by applicable law or by these General Conditions of Sale, the Seller reserves the right to apply late payment interest on late payments from the date on which the right to payment has matured, calculated at the official reference rate of the European Central Bank increased by 7 (seven) points.
Art. 8 Express termination clause
- Failure to comply with the payment terms entitles the Seller to terminate the contract ex art. 1456 of the Italian Civil Code, giving written notice to the Buyer by registered letter with return receipt, except, in any case, the Seller's right to retain what received by the Buyer as compensation for the damage suffered, without prejudice and without prejudice to further actions for the compensation for damage; to suspend any order fulfillment or pending order residues; to charge the Buyer (without prejudice to other shares) from the day of their expiry, the default interest required by law and, where applicable, the default interest corresponding to the rate determined in an amount equal to the interest rate of the main instrument refinancing of the European Central Bank, increased by seven percentage points, without the need for formal notice of the Buyer.
Art. 9 Right of withdrawal
- The Seller reserves the right to withdraw from the contract in the event that, after confirmation of the order, it receive commercial information on the name of the Buyer who, at his sole discretion, does not recommend the execution or continuation of the contract; the exercise of this right does not give the Purchaser any right to compensation for damages or anything else.
Art. 10 Invoices
- The agreed payment in foreign currency is due in the same currency.
- In case of devaluation of the foreign currency, the invoices will be paid in Euros and the prices indicated in the order confirmations will be converted into Euros at the average exchange rate of the Milan stock exchange on the day of the order confirmation.
Art. 11 Retention of title
- The goods remain the property of the Seller until the total payment of the products; up to that moment the Buyer is obliged to keep the products as the Seller's trustee and must keep the Products properly stored, protected and insured in order to prevent their deterioration or damage.
- The Buyer is authorized to resell this goods according to the seasonal trend of the market as long as he punctually complies with the obligations taken towards the Seller. However, he cannot assign the goods under guarantee or as collateral. He is required to retain the rights of the Seller should he sell the goods still subject to the reserved domain on credit.
- In the event of a delay in payment by the Buyer, the Seller is authorized, even without withdrawing from the contract and without setting an additional term, to claim the immediate return of the goods under reserved domain at the Buyer's expense.
- The Buyer now gives in warranty, and the Seller accepts, all the credits and rights resulting from the sale of the goods on which the Seller retains the retention of title.
- The Purchaser is authorized to recover the credits transferred to the Seller on behalf of the Seller and to immediately inform him.
- The Buyer must immediately inform the Seller about the forced execution measures promoted by third parties and concerning the goods under reserved domain or the assigned credits or other guarantees, by sending the Seller the documents necessary for the intervention. This also applies to other injurious measures.
- At the request of the Buyer, the Seller undertakes to release the guarantees referred to in the previous points if the value of these guarantees exceeds the Seller's credits by more than 10%.
Art. 12 General Conditions of Sale' acceptance
- Signing and/or sending the order implies unreserved acceptance of the general conditions connected to it.
Art. 13 Buyer's Guarantees
- In the event of a decrease in the Purchaser's solvency, even in the event of partial execution of the order, the Seller reserves the right to request further suitable guarantees deemed necessary for the part of the order not yet executed. The refusal by the Buyer to provide these guarantees rises to the Seller the right to cancel the order, in whole or in part.
Art. 14 Deposit
- In the event that the Buyer has paid a part of the total price due as a deposit and, subsequently, has not collected the goods within the established terms, or has canceled the order, this deposit will no longer be repeatable and will be definitively retained by the Seller as a criminal deposit (art. 1382 italian civil code) in addition to the right to compensation for further damage.
Art. 15 Intellectual property
- The Buyer expressly acknowledges that the brands, trade names or other distinctive signs affixed to the goods are the exclusive property of the Seller and cannot be altered, modified, removed or canceled in any way.
Art. 16 Personal data' protection
- The personal data provided for the purposes of the execution of this Contract will be subject to computer or manual processing by the contractors in compliance with the provisions of Italian Legislative Decree June 30, 2003 n. 196, and of the G.D.P.R. referred to in EU Regulation no. 2016/679, exclusively for the purposes related to the execution of this Agreement.
Art. 17 Applicable law
17.1 This contract is governed by Italian law.
Art. 18 Official language
18.1 The Italian language is the only contract’s official language.
Art. 19 Jurisdiction
19.1 For any controversy deriving from this contract, or connected to it, none excluded or excepted, the Court of Trani will be exclusively competent.