GENERAL TERMS AND CONDITIONS OF SALE

 

1. General Provisions.   

 

(a) The terms and conditions set out below (the “General Terms and Conditions of Sale”) shall form part of all the agreements  executed between the Seller and the Buyer for the supply of the Seller products (the “Products”).

 

(b) The General Terms and Conditions of Sale shall apply to all transaction executed between the Seller and the Buyer without  any need of express reference thereto or agreement thereon at the conclusion of such transaction. Any dissenting terms and  conditions shall only apply if confirmed in  writing by the Seller.   

 

(c) The Seller reserves the right to change,  integrate or vary the General Terms and  Conditions of Sale, by including such  variations in the quotations or in any other  written correspondence sent to the Buyer.   

 

 

2. Offers and Orders.   

 

(a) The Seller’s offers shall not be binding, in  particular with reference to quantities, price  and delivery time.   

 

 

(b) Orders placed by the Buyer shall not be  regarded as accepted before these have  been confirmed by the Seller in writing. If the  Seller should fail to confirm an agreement in  writing which it has entered into verbally, the  Seller’s invoice or the execution of the order  by the Seller shall be regarded as  confirmation.   

 

 

(c) Orders and/or amendments of orders placed  verbally or by telephone, must be confirmed  in writing by the Buyer. Otherwise the Seller  does not accept any responsibility for errors  or consequent misunderstandings.  

 

3. Prices and Terms of Payment.   

 

(a) The prices of the Products shall exclude any  statutory VAT which shall be payable at the  date of delivery or pursuant specific  provisions included in the invoice.  

 

(b) Taxes, duties, shipping, insurance, installation, end user training, after sales service are not included in the prices unless separately quoted. .

 

(c) In addition to other remedies permitted under the applicable law and these General Terms  and Conditions of Sale, the Seller reserves the right to recover default interest on  delayed payments starting from the due  date, calculated at the official reference rate  of the European Central Bank increased by 7  (seven) basis points.   

 

(d) If the Buyer fails to take payments in the time  and manner specified by the Seller or the  Buyer business shall be operated beyond  the ordinary course of business which shall  include, without limitation, when seizure or  protest has been made, payments shall be  delayed or insolvency proceedings shall  have been petitioned or opened, the Seller  shall have the right to suspend or cancel, at  its sole discretion, further delivery and to  declare all its claims arising from the  business relationship as immediately  payable. Moreover the Seller may in such  event request for anticipation on the  payments or a warranty deposit.   

 

 

4. Terms of Delivery.   

 

(a) Unless otherwise expressly agreed in writing  any indicated time of delivery shall be nonbinding  for the Seller. Unless different  agreement between the parties, the  approximate term for the delivery is the one  specified in the confirmation of order.  

 

(b) The Seller reserves the right to reasonably  delivery in instilments.

 

(c) Any liability to supply as a result of force majeure or other unforeseen incidents  outside the Seller responsibility including,  without limitation, strike, lock out, acts of public authorities, subsequent cease of  export or import opportunities shall, for their  duration and in accordance with their impact, relieve the Seller from the obligation to  comply with any agreed time for delivery.   

 

(d) The Seller is not obliged to accept the  Products returns, unless otherwise agreed in  writing. Any costs arising thereof shall be at  the expense of the Buyer.   

 

 

5. Duty to Inspection and Acceptance of Products.   

 

(a) Upon taking possession of the Products, the  Buyer shall immediately:   

 

(i) check quantities and packaging of the  Products and record any objections on  the delivery note; and   

 

(ii) conduct a conformity check on the  Products compared to the data indicated in the confirmation of order and record any objections on the  delivery note.  

 

 

(b) In case of a notice of defect the Buyer shall  comply with the following procedures and  deadline:   

 

(i) the notification shall be made by no  later than [7 (seven) working days] from  the taking possession of the Products  by the Buyer. In the event of an  objection to a defect which, despite a  first inspection has remained  undiscovered, the objection must be  raised within the early of the expiry of  the working day on which the defect has  been discovered but in any event by no  later than [2 (two) weeks] after take over of the Products;   

 

(ii) the detailed notice above mentioned  shall be delivered in written form to the Seller within the deadlines. Any notice  by telephone conversation shall not be  accepted;   

 

(iii) the notice must clearly specify the kind  and amount of the alleged defect;  

 

(iv) the Buyer agrees to make available for  inspection the objected Products; such  inspection shall be done by the Seller or  by any expert designated by the Seller.   

 

(c) No objections with regard to the quantities,  quality, type, and packaging of the Products  shall be possible unless a note has been  placed on the delivery note in accordance  with the above mentioned procedure.   

 

(d) Any Product to which objection shall not have been raised in accordance with the procedures and deadlines set out above  shall be regarded as approved and accepted by the Buyer.   

 

 

6. Terms of Warranty.

 

(a) The Seller hereby represents and warrants that the Products shall be free from defect and shall comply with the technical  specifications forwarded by the Seller  

 

 

7. Limitation of Liability.

 

(a) Unless in case of justified objection which shall have been raised in accordance whit the procedure and deadlines set forth in  paragraph 5 above, the Buyer shall not be  entitled to any further rights or remedies. In  particular, the Seller shall not be responsible  for any compensation based on breach of  contract or default, for any direct or indirect  damage or loss of profit due to the use, the  inability to use, or the incorporation of the  Products in other products, unless under  warranties granted in paragraph 6 or in  cases of willful misconduct or gross  negligence on the Seller’s part.

 

(b) The Seller shall do its best endeavor to deliver the Products within the time agreed (if any), but it shall not be liable for any loss  or damage of any kind whatsoever caused  directly or indirectly by any delay in the  completion of the contract or delivery of the  Products.   

 

(c) Catalogues, price lists or other advertising  matters of the seller are only an indication  of the type of Products and no prices or  other information contained herein shall be  binding for the Seller. The Seller does not  accept any responsibility for errors o  omissions contained in its price lists or  promotional matters.   

 

 

 

 

8. Controversy right

 

If the CUSTOMER intends to notify any not correspondence or appropriateness of one of the items delivered from the SUPPLIER, it is obliged to give written notice as specified in the paragraph ”Duty to Inspection and Acceptance of Products.”; otherwise this element is to be considered accepted in its entirety.

 

 9. Retention of Title.

 

(a) The Product supplied shall remain in the property of the Seller until the date of the full  payment by the Buyer of the entire price of  the Products and of all amounts due to the Seller. Until that time the Buyer shall hold the Products as the Seller’s fiduciary agent and  shall keep the Product properly stored,  protected and insured.  

 

 

(b) If in the Country of the Buyer’s domicile for  the validity of the  retention of title for the  benefit of the Seller it is necessary to fulfil  some administrative or legal formalities as,  without limitation, to file the Products with the  public registers or to affix particular seals on  them, the Buyer shall cooperate with the  Seller and shall do its best effort for carry out  all the necessary actions in order to obtain a  valid retention of title right on the Products  for the benefit of the seller.

 

 

10 Intellectual Property of Manifattura della Moda S.r.l.

 

a) The Client expressly recognizes that trademarks, commercial names or other distinctive marks on the goods are in the exclusive property of the Manifattura della Moda S.r.l. and will not be altered, changed, removed or cancelled in any manner. The Client has the limited right to use trademarks, commercial names or other distinctive marks, as well as other industrial exclusive right or Know how (productive or commercial) associated with the goods – which nonetheless remain in the exclusive property of I+SRL – to the limited purpose of the resale of the goods to the final consumer. Any other utilization of the Manifattura della Moda S.r.l. ‘s Intellectual Property by the Client, if not expressly granted by Manifattura della Moda S.r.l. in writing, will be considered an infringement of the exclusive rights of I+SRL, and a breach of contract, and will be therefore prosecuted.

 

 

b) The documents, drawings, data and information (both in written papers and on electronic support) which should be delivered to the Client, remain exclusive property of I+ SRL and constitute a support for a better representation of the product and are significant of the general performances of the product itself. The Client engages itself not to reproduce them, neither to disclose them to a third party, and he engages himself to undertake the proper precaution towards staff in order to grant the above protection.

 

 

11. Data Protection Law.   

 

(a) The personal data of the Buyer shall be  processed in accordance with the Italian data protection law (Legislative Decree  196/2003). The Seller inform the Buyer that  the Seller is the data controller and that the  Buyer’s personal data shall be collected and  processed for the only purpose of the  performance of this agreement. Pursuant  article 7 of the Italian Legislative Decree  196/2003, the Buyer has the right to ask to  the Seller the updating, amendment, integration, writing off and transformation in  anonymous form of its data.   

 

12. Applicable Law.   

 

(a) In case of the Buyer is a subject having Italian nationality, the present General Terms and Conditions of Sale and all the  agreements executed between the Seller and the Buyer shall be governed by Italian laws.  

 

(b) On the contrary, in case of the Buyer is a  subject having a nationality different from the  Italian one, the present General Terms and  Conditions of Sale and all the agreements  executed between the Seller and the Buyer shall be governed by the United Nations Convention of Vienna of 1980 on Contracts for the International Sale of Goods.  

 

13. Jurisdiction.

 

(a) Any dispute arising between the parties in  connection with the interpretation, validity or performance of the present General Terms  and Conditions of Sale and of all the relevant agreements, shall be of the exclusive  competence of the referred to the Court of  Bari.

 

b) It is agreed between parties that the Seller,  at its own discretion, may have the faculty to  waive the exclusive jurisdiction set forth in  paragraph (a) to bring an action against the  Buyer in its domicile and before any court of  competent jurisdiction.

 

 

14. Final Provisions.   

 

(a) The total or partial invalidity of any provision  of the present General Terms and  Conditions of Sale shall not affect the validity  of the other provisions.   

 

(b) The present General Terms and Conditions  of Sale have been drafted in both Italian and  English languages. In case of problems of  interpretation the Italian version shall prevail.   

 

Pursuant articles 1341 e 1342 of the Italian  Civil Code the Buyer hereby specifically  accepts the following provisions: Art. 1 (b) –  Applicability of the General Terms and  Conditions of Sale to all the transactions; Art.  3 (d) – Non payment in the terms and  opening of insolvency proceedings; Art. 3 (e)  – No right to make compensations,  retentions or reductions; Art. 4 – Terms of  delivery; Art. 5 – Duty to inspection and  acceptance of products; Art. 7 – Limitation of  liability; Art. 8 – Retention of title; Art. 10 –  Applicable Law; Art. 11 – Jurisdiction.

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