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General Sales Conditions

1. Sales carried out by the vendor are made according to the present General Sales Conditions (GSC), which are considered accepted by the buyer, according to section 1341, sub- section 1 of the Italian Civil Code. These conditions are applied, as of right, with the exception of those for which a specific revocation has been written in the Order/Contract or in the specifications attached to them and will anyway remain valid until completion of the obligations being carried out. The vendor reserves the right to refuse at any time the carrying out of every Order/Contract, should the buyer not sign these specifically GSC by accepting all terms and conditions established therein. Should one or more of the clauses contained in the GSC or in the Orders/Contracts be declared null or invalid according to the law, the validity of the other clauses remains unaffected. The original text of the present GSC is in the Italian language despite the fact that it may be translated in other languages for information purposes. Therefore, the only valid and binding version of the GSC for all parties is the Italian version.


2. The Order/Contract is not considered valid, and therefore the obligations and rights of the parties are not enforced, until the legal representative or some other person acting on behalf and on account of the vendor has sent written confirmation of the order, in whatever form the order has been placed. Nevertheless, the vendor has the right to consider, at his own discretion, a contract validly stipulated and enforced, as to obligations and rights, even if the above formal requisites are lacking. Within ten days following the completion of the contract the vendor may withdraw from it without other obligation than that of communicating this decision to the buyer and without having to refund or compensate for damages.


3. The vendor will have fulfilled his delivery obligation as soon as the shipping agent takes over the goods to forward them to the buyer regardless of whether it has been agreed that the transport is at the expense of the vendor and irrespective of whatever the delivery term of the goods. All transport and/or consignment fees are at the expense of the buyer who has the responsibility to indicate specifically to the vendor the chosen means of transport. Failing specific indications the vendor has full, unconditional right of choice.


4. All terms agreed for the delivery of the goods sold are to be considered as not peremptory and, therefore, not essential in any case.


5. Should the initial delivery time not be met for any reason, even if chargeable to the vendor, this initial delivery time will be automatically extended for an equal period, provided that the vendor has notified the buyer of this in writing at least ten days in advance of the expiry of the initially agreed delivery time.


6. The buyer may not claim any right for refund or compensation of damages, reduction of price, etc., against the vendor where the vendor as exercised the faculty to extend the delivery time, as per the previous point, and neither can the buyer rescind the contract or withdraw from it.


7. If delivery is not carried out within the initial or extended delivery time, the contract is automatically annulled, and the buyer has no right to claim anything and may not claim refund for damages, compensation or other, except where fraud by the vendor is proven.


8. Any lack of quality or defects in the goods sold must be reported to the vendor in writing within eight (8) days of delivery of the goods even in cases of latent laws or defects. No report of this kind will be accepted without the formal document previously referred to.


9. This report will have no effect if the buyer has not made all payments due, the parties being willing to consider the present provision in the same way as the "solve et repete" clause (first pay and then claim for refund) and to exclude any legal or conventional possibility of being compensated by any mutual debt or credit.


10. If at the time of report the obligation to make payment is not due or the payment has been legitimately made only in part, or where the buyer has been able to benefit from a like term, the effects of the report, none excluded, will be suspended until the time when payment of the sums due has been completed.


11. In any case the guarantee of the goods sold will no longer be valid whatever the flaws, defects or lack of quality reported, whenever the goods were assembled with other products or subject to any kind of processing and whenever, even without modification, they have been transferred or handed over to a third party.


12. Returned goods will not be accepted in opened packages or used, even partially. In the case of returned goods, whatever flaws, defects or lack of quality reported, the vendor reserves the right to withhold 20% of the sum paid by the buyer to cover costs of handling and warehousing.


13. The report having been made and its eventual veracity verified, the vendor has the right to substitute the whole quantity of the goods sold with others of the same quantity and quality, or, at his choice, to refund a corresponding sum, if paid.


14. Any refund for damages which is hypothetically attributable to the vendor because of flaws, defects or lack of quality of the goods sold, may not be more than double the sum agreed for the sale of the quantity of goods affected by the flaws or defects.


15. The first deliveries of goods will be made after having received the complete payment for the whole supply according to what declared in the Order Confirmation transmitted to the customer. In the case of further consignments the vendor reserves the right to agree with the buyer any extension in payment which must, in all cases, be confirmed in writing.


16. The goods ordered and delivered to the buyer remain the property of the vendor until such time as they are paid for by the buyer in compliance with the conditions of sales specified in the order confirmation exchanged between the parties.


17. In the case of delayed payment of the purchase price, interest on arrears will be charged to the buyer, calculated at the official bank discount rate plus 5%, without prejudice to the application of further and different sanctions.


18. In case of whole or partial non-fulfilment of the buyer, the vendor may suspend further carrying out of the contract to which the non-fulfilment is referred, but also of other different contracts being carried out for the buyer.


19. Further to cases foreseen under section 1186 of the Italian Civil Code, the vendor may consider the payment terms agreed as being no longer valid and ask for immediate payment in all cases in which a buyer’s non-fulfilment is known against any person and for any sum even when if it does not come to a real insolvency and even if the non-fulfilment took place before the contract was stipulated and only became known to the vendor afterwards.


20. Should the vendor have to charge the buyer for a sum on the basis of the provisions contained in the present GSC or in the Orders/Contracts, the buyer expressly authorizes the vendor to issue a corresponding invoice and to deduct the sum from any credit against the vendor or to add this sum to any other debit owed to the vendor. Compensation will take place on the basis of the rules contained in section 1234 of the Italian Civil Code.


DISCLAIMER according to Law 196/2003 (treatment of personal data)


The personal data of the buyer supplied and/or obtained and/or acquired at the moment of client qualification (a necessary operation in order to stipulate the Order/Contract for the supply of goods/services), are subject to treatment, also automated, in order to set out the contract and carrying it out, as specified in the information delivered and are protected by the legislative decree D.Lgs. no. 196 dated 30 June 2003 – Personal Data Protection Legislation and further modifications, containing dispositions for the protection of persons and other subjects with respect to the treatment of personal data – and they will be treated by the vendor in conformity with this law and in full respect of security measures for the protection of the buyer. This data will allow the vendor to send the buyer information relating to the promotion of products and services for all purposes connected to the vendor’s commercial activity as well as for marketing, promotional activities, commercial offers and market research. The buyer as rights as per section 13 of the legislative decree D.Lgs. 196/2003 amongst which that of requesting at any time, and free, the updating or cancellation of his data by contacting the vendor’s competent service.

This contract is subject to Italian Law. Disputes which may arise in relation to the present trading contract, its interpretation, execution, non-execution or rescission, as well as those relating to debts and credits, will be settled, exclusively, by binding arbitration, in agreement with the arbitral regulations of the Chamber of Commerce of Ancona, which the parties declare to know and accept. The arbitration board will be made up of three arbitrators, nominated one by each party and the third chosen by mutual consent by the nominated arbitrators and if there should be lack of agreement, nominated by the President of the Court of Ancona who will also nominate the arbitrator of the party who failed to do so within 20 days from the written request of the other party. The arbitrators will decide customarily according to the regulations of section 806 and subsequent sections of the Italian Civil Code. The arbitration fees will be charged to one or both parties, as decided by the arbitration board. Arbitration will take place in Numana, at the offices of the vendor at no. 17-25 Via dell’Artigianato, Zona Industriale Cain, i.e. at the offices decided by the arbitrators.