GENERAL CONDITIONS OF SALE
Gazzada Schianno , 02.01.2013
What follows regulates the sale contract according to article 62 comma 1, of Italian Decree D.L. 24/01/2012, n.1, passed, with adjustments, by law 24th March 2012, n. 27.
1 – SHIPMENTS, DELIVERIES AND COMPLAINTS
The merchandise travels always at the buyer’s own risk, from the moment it leaves the seller’s premises in order to be delivered to the earlier or to a currier, being considered as delivered at that very moment and place. In the event the clause “free destination delivery” or similar terms should apply, it shall be interpreted as meaning that shipping charges are paid by the seller.
It’s the buyer’s duty to verify immediately the conditions of merchandise delivered. Complaints about faults, defects and/or imperfections of merchandise have to be submitted within 24 hours from delivery or pick-up; meanwhile the merchandise is to be fittingly and adequately stored by the buyer so as not to be subjected to any sort of damage. Merchandise, even if faulty, which has been tampered with or altered in any way by the buyer or any related party, may not be object of complaint.
Delivery times stated are purely informative. Possible delays of a delivery may not, therefore, under any circumstance, lead to refunds or termination of contract.
In case of non-fulfillment or due to extenuating circumstances, including strikes, the seller has the right to interrupt or terminate delivery, wholly or in part, without any right of claim on behalf of the buyer. Partial termination or interruption of orders, for the aforementioned reasons, do not exempt the buyer from the duty of accepting and paying for ordered goods.
Deliveries may be interrupted or postponed at any time by the seller when – to the seller’s unquestionable judgement – business, economic and financial references of the buyer do not offer sufficient guarantee of payment for goods ordered. Specifically, the seller may interrupt deliveries in case of non-fulfillment of the buyer or of the latter’s revised financial condition; the seller may also be entitled to terminate ongoing sales and other relations with the buyer in whole or in part, except for when diverging or prevailing rights occur.
2 – PAYMENTS, DELAYS AND DAMAGES
Payments of sold goods must be made at the seller’s premises, within the due date stated on each single invoice and/or order sheet or rather the agreed offer or, in the event that no reference to a due date is made on the aforementioned documents, within the terms indicated by effective law on the matter ( art. 62 comma 1, Italian Law Decree 24/01/2012, n. 1, modified by law 24/03/2012, n. 27), avoiding any detraction such as even rounding, except when agreements of discounts for up front payments have been made. For amounts of expired and unpaid invoices and orders and/or accepted offers, the seller may lawfully request payment of bank costs and accrued interests based on Italian law D. Lgs. 231/02 and/or subsequent amendments and additions. In the event that payments with methods other than cash are made, they are always carried out ‘subject to collection’, and do not generate novation of the original credit.
2.2- In the event that payment arrangements were not explicitly agreed upon by both parties, payment of the price of merchandise will have to be made “upon receipt” of the invoice.
2.3- Delays in payment of an invoice, even if partial, terminates all discounts that may have been agreed on and automatically generates accruement of interests based on Italian law D. Lgs. 231/02 and/or subsequent amendments and additions, which, to the unquestionable judgement of the creditor, may not be applied based on financial and business assessments.
2.4-The “solve et repete” clause is explicitly established between the parties, meaning that the buyer won’t be able to interrupt nor to delay payment of the price of supplies and/or resulting services, nor will he be able to lay forward any question or judicial exception for any reason, even when legitimate, if he hasn’t shown total fulfillment of due payments. Proof of payment may be shown only by exhibiting regular receipt of payment.
2.5- In the event of a termination of contract caused by the seller, the buyer may only claim a refund of the price paid, expressly quitclaiming damage reparations. In the event of a termination of contract due to the buyer, the seller shall withhold the amount received at the time of termination as penalty, without prejudice to compensation for greater damages.
2.6- Credit resulting from supply may not be surrendered or transferred in any way, unless otherwise agreed by the Parties.
3 – LITIGATIONS
3.1- Any litigation related to the sale relationship regulated here, will fall under exclusive jurisdiction of the Italian judicial authority and specifically of the Varese Courthouse (Tribunale di Varese) and the only applicable law will always be the Italian one, without hindering the seller’s faculty to act in another authorized Court according to legal procedure codes.
4 – PRIVACY INFORMATION
4.1- According to Italian Law Decree “D. Lgs. n. 196 dated 30 June 2003” on treatment of personal data, we inform that personal data given to the seller during the development of contractual relationships, through promotional activities, or business relations leading to the introduction of offers, are subjected, by the seller, to IT treatments and systems able to guarantee the security and privacy of information according to legal provisions on the matter, for reasons of:
Raviolificio San Marco S.n.c.
The Legal Representative