1. CONTRACTUAL REGULATIONS – Subject to possible modifications or variations agreed in writing, these general conditions govern all sales contracts between us and the purchaser, and therefore both the contract entered into with acceptance of this order and any future contracts relating to supplies of our company’s products ordered with subsequent and separate commissions.
2. SUPPLIES – The price set forth herein is understood as net of transport costs, VAT and any customs duties, for goods delivered ex works our factory.
3. ORDERS – The Principal undertakes to maintain as valid the order proposal issued to our company’s sales personnel. Each order sent by our Agents is always accepted “SUBJECT TO COMPANY APPROVAL”, and we therefore reserve the right not to accept or modify the order itself. The above also holds true for any free-of-charge transfers for the showroom. Before fulfilling orders, the company reserves the right to request sales information.
4. DELIVERIES – Delivery terms are never binding; in any event, we shall not be deemed responsible for any delivery or performance delays of orders, where confirmed, due to events attributable to us, such as obstacles or difficulties in transport, strikes, lockouts, impossibility or even only difficulty in prompt procurement of raw materials. The principal, therefore, cannot in any case request the termination of the contract or claim compensation for any direct or indirect damages due to delay in delivery.
5. GRADES – The material will be delivered in the grades available. Therefore, requests for certain percentages of grades will be understood as simple indications and fulfilled according to production outputs.
6. TRANSPORT – Goods travel at the Principal’s own risk even if delivered carriage paid and our responsibility ceases with delivery to the carrier; therefore, complaints about any shortfalls or breakages must therefore be made exclusively to the latter.
7. PRICES – We reserve the right to modify the prices in the price-list with 30 (thirty) days’ advance notice.
8. PAYMENTS – Payments must be made to our head office. Our acceptance of bills or non-locally issued cheques or in any case agreed payment by banker’s drafts does not create an exception to this condition. Invoices not contested within 8 (eight) days from receipt are understood as accepted. Payments must be made in the ways and under the terms agreed in our commission. In the case of late payment of sums owed to us, we have the right to suspend supplies and cancel the relationships in progress. Interest for late payment must be expressly agreed with rates to be defined. In the absence of this, legal default interest will be applied.
9. CONTESTED DEFECTS – Any contested defects of the goods that are the subject of the supply, whether apparent or hidden, must be forwarded to our head office by registered letter with return receipt within 8 (eight) days from receipt of the goods. In any case, before proceeding with laying the ceramic material purchased, it will be the responsibility of the purchaser and/or of the end customer, to whom this obligation must be contractually extended, to check the existence of apparent faults and/or defects, in order not to worsen the damage. Any complaints concerning material already laid will therefore be rejected. Laying of the material will constitute waiver of warranty for apparent defects in the goods supplied and in any case will supplement the provisions of Article 1227 of the Italian Civil Code. Warranty for goods classified as second or third grade, occasional lots or batches is expressly excluded.
Offers, transactions and credits granted by our Agents or intermediaries are not valid unless confirmed in writing by our head office. Our samples are only indicative and are presented by us for the sole purpose of providing the client with a general idea of the product.
10. SOLVE ET REPETE – No exception, save that of nullity, possibility of cancellation, and termination of the contract, can be claimed by the purchaser with the purpose of delaying or avoiding payment.
11. TITLE RETENTION – Sale of the goods is carried out with the title retention clause, so that ownership of the same shall pass to the purchaser only with the complete and effective payment of the price. Failure to pay even one single instalment will cause termination of the contract with the right to demand immediate payment of all instalments even if not expired or the immediate return of the goods. In the latter case the seller shall retain the sums paid, by way of indemnity.
12. ARBITRATION CLAUSE – Except for disputes relating to payment of the price and the relative actions brought in summary proceedings or in the ordinary court, which fall under the competence of the Italian legal authorities, any other dispute that may arise concerning the conclusion and/or execution and/or termination and/or interpretation of this contract shall be transferred to a board of three arbitrators, one appointed by each of the two parties and the third by common agreement or, in the case of disagreement, by the Chairman of the Reggio Emilia Chamber of Commerce, Industry, Agriculture and Small Business (C.C.I.A.A.), by request of the most diligent party. The party which intends to start up the arbitration must notify this to the other party with a registered letter containing the appointment of its own arbitrator and his/her acceptance. The other party must appoint its own arbitrator within 15 days from the date of receipt of the registered letter, notifying this appointment and relative acceptance within the time-limit indicated. If this should not be done the other party may request the Chairman of the Reggio Emilia C.C.I.A.A. to appoint the second arbitrator. The arbitrators shall decide according to law and in observance of the adversarial nature of the proceedings; the award must be resolved on within a time-limit of 90 days starting from the date of acceptance of the last arbitrator. The arbitration will take place in Reggio Emilia.
13. COURT OF JURISDICTION AND GOVERNING LAW – For any dispute the Court of Reggio Emilia has exclusive jurisdiction and the governing law is exclusively Italian law.
14. EFFECTIVENESS OF EACH CONDITION – The above general conditions of sale must under no circumstances be understood merely as standard clauses. They are effective and faithfully represent the contractual intent of the parties.