1.1 These general conditions of sales are essential and integral part of the sale contract.
1.2 This contract of sale shall be governed by the Italian Law.
1.3 The reference that may be made to trade terms (such as EXW, CIP, etc.) is understood to be made to the Incoterms published by the International Chamber of Commerce in the text in force at the moment of entering the contract.
1.4 The Italian text of these general conditions and of the contract shall be the only authentic text for the interpretation thereof.
1.5 In every respect, from now on, by Contract it’s meant the sales contract duly signed.
2. Characteristics of the products – Modifications
2.1 Any information or data relating to technical features and/or specifications of the Products contained in leaflets, price lists, catalogues and similar documents shall have binding value only if expressly mentioned as binding in the Contract.
2.2 The Seller may make changes to the Products which, without altering their essential features, appear to be necessary or suitable.
3. Time of delivery
3.1 If the Seller expects that he will be unable to deliver the Products at the date agreed for delivery, he must inform the Buyer within the shortest delay, in writing, of such occurrence, stating, as far as possible, the estimated date of delivery. It is agreed that if a delay for which the Seller is responsible lasts more than 6 weeks, the Buyer will be entitled to terminate the Contract with reference to the Products the delivery of which is delayed, by giving a 10 days' notice, to be communicated in writing (also by telefax) to the Seller.
3.2 Any delay caused by force majeure (as defined in art. 9) or by acts or omissions by the Buyer (e.g. no communication of necessary indications for the supply of the products), shall not be considered as a delay for which the Seller will be held responsible.
4. Delivery and shipment – Complaints
4.1 Unless otherwise agreed upon, the supply of the goods will be Ex Works, even if it is agreed that the Seller will take care, in whole or in part, of the shipment.
4.2. The Seller, if the goods cannot be returned, since they are damaged or not complete, will be not obliged to refund the price quoted in the sales contract nor to replace the product.
4.3 All claims relating to packing, quantity, number or exterior features of the Products (apparent defects), shall be notified to the Seller (with photos too), by registered letter with return receipt, within 7 days from receipt of the Products; failing such notification the Purchaser's right to claim the above defects will be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the Seller, by registered letter with return receipt, within 7 days from discovery of the defects and in any case not later than 12 months from delivery; failing such notification the Purchaser's right to claim the above defects will be forfeited.
4.4 It is agreed that any complaints or objections do not entitle the Buyer to suspend or to delay payment of the Products as well as payment of any other supplies.
5.1 Unless otherwise agreed upon, the prices are Ex Works for products packed according to the usages of the trade with respect to the agreed transport means. It is agreed that any other cost or charge shall be for the account of the Buyer.
6. Payment conditions
6.1 Unless otherwise agreed upon in writing, payment shall be made, when signing the sales contract, by bank transfer. The advance payment shall be credited to the Seller’s account at least 30 (thirty) days before the agreed date of delivery.
6.2 Any irregularity in the payment (payment not made or made only in part), according to article 6.1, shall grant the Seller the right to terminate the outstanding contract. The seller shall be entitled to keep the partial payment received as penalty charge.
6.3 Unless otherwise agreed upon, any expenses or bank commissions due with respect to the payment shall be for the Buyer's account.
7. Warranty for defects
7.1 The Seller does not warrant that the Products conform to special specifications or technical features or that they are suitable for particular usages except to the extent such characteristics have been expressly agreed upon in the Contract or in documents referred to for that purpose in the Contract.
7.2 The products are supplied to be used under normal and reasonably foreseeable conditions. The products shall be exclusively used for the aim of which they have been duly manufactured according to the state-of-the-art and the end user will be the only responsible for all use.
7.3 Any differences with respect to the product appearance on the website shall not be considered non-conformity or defects, since the image is indicative only. The technical specifications mentioned in the sales contract shall be the only authentic data.
8. Retention of title
8.1 It is agreed that, the Products delivered remain the Seller's property until the complete payment is received by the Seller. Unless otherwise agreed upon in writing, the Buyer knows that the products will be not delivered, until he has made all payments.
8.2 The reservation of title is extended to the Products sold by the Buyer to third parties and to the price of such sales, within the maximum limits set forth by the laws of the country of the Buyer which regulate the present clause.
9. Force majeure
9.1 Either party shall have the right to suspend performance of his contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his control, such as strikes, boycotts, lockouts, fires, war (either declared or not), civil war, riots, revolutions, requisitions, embargo, energy black-outs, delay in delivery of components or raw materials.
9.2 The party wishing to make use of the present clause must promptly communicate in writing to the other party the occurrence and the end of such force majeure circumstances.
9.3 Should the suspension due to force majeure last more than six weeks, either party shall have the right to terminate the Contract by a 10 days' written notice to the counterpart.
10.1 The competent law courts of the place where the Seller has his registered office shall have exclusive jurisdiction in any action arising out of or in connection with this contract. However, as an exception to the principle here above, the Seller is in any case entitled to bring his action before the competent court of the place where the Buyer has his registered office.