1. PRODUCTS
1.1. The object of the contracts of sale governed by these General Conditions are all the products inserted in the Seller’s brochure (hereinafter the “Products”) in force at the time of submission of the order by the Client, with the specifications indicated therein.
1.2. The forwarding of illustrative material shall not be deemed a formal offer of sale by the Seller and the same catalogues may be modified at any time without previous notice.
Any indication of weight, measurements, dimensions, and any other technical data contained in drawings, and prospects of the Seller or any other illustrative Product material provided by the Seller shall be of a merely indicative character and shall not be deemed binding for the Seller.
2. ORDERS AND CONFIRMATIONS
2.1 The offer sent by the Seller in writing to the Client (hereinafter the “Offer”) shall be followed by the Client’s order (hereinafter the “Order”).
2.2 Each repeat Order, which shall be sent to the Seller in writing, shall remain firm and binding for the Client until the order confirmation is issued by the Seller, but in no event for more than 10 working days from its receipt by the Seller. While so called “new” orders, or those that require checks and measurements, shall remain firm and binding for 30 working days, but are not binding for the Seller. Orders are considered to be sent when received in writing from the Client by the Seller via Fax, email or through their own website (www.legnoflex.com).
2.3 The Orders shall be deemed accepted and binding for the Seller upon receipt by the Client of the order confirmation issued by the Seller (hereinafter the “Order Confirmation”).
2.4 Should the Order Confirmation contain amendments with respect to the Order, these amendments shall be deemed tacitly accepted after three working days from receipt of the Order Confirmation, if the Client does not express in writing any objection during this period.
2.5 The delivery of a quantity of Products above or below 10% of the quantity ordered and accepted shall be deemed in conformity with the order,
2.6 The Seller shall have the right to suspend and/or cease the production of the Products should the requirements of the market and/or of the production request it, without the Client being entitled to raise any complaint or claim in this regard.
3. PRICES
3.1 Unless otherwise specifically agreed in writing by the parties, the prices (hereinafter the Prices”) for the Products shall be the prices set out in the Seller’s price list in force on the date that the Order arrives. .
3.2 Unless otherwise indicated on the Order Confirmation the Prices are to be considered at the delivered price, and include any costs or charges in relation to carriage, shipment, packing of the Products and any other costs not specifically indicated in the Order Confirmation.
4. TERMS OF PAYMENT
4.1 Unless otherwise agreed in writing between the Parties, the payment is due from the date of the invoice issued for the Products.
4.2 Irrespective of what may be agreed between the Parties with regard to the method of payment, any payment shall be deemed executed at the Seller’s place of business. The issue of bills of exchange shall not be considered as payment nor shall be deemed a novation of the original obligations. In any case all stamp duties and bank costs shall be borne by the Client.
5. NON-PAYMENT OR DELAYED PAYMENT
5.1 Should there be a total or partial delay in payment, the Client will be liable to pay interest on the invoiced currency to the Seller at the prevailing three months’ EURIBOR rate increased by 6 points for the period of delay.
5.2 Should the Client partially or totally delay a payment, the Seller may suspend any deliveries in progress, terminate the contract and retain as liquidated damages all sums already cashed, without prejudice to its right to claim for further damages.
5.3 Failure by the Client to honour even one instalment or diminish the security granted will automatically determine the acceleration of all payments due to the Seller.
6 RETENTION OF TITLE RIGHTS
6.1 Ownership of the Products remains vested with the Seller and shall not pass to the Client until full and complete payment of the Price is effected by the latter and, should the payment be made by means of cheques or bills of exchange, until their clearance, even if such documents are delivered in advance. However, if the Price is not paid, the Client will forfeit the benefit of the terms under article 5.3, giving contextual right to the seller to obtain the return of the Products, even if the Client has already transformed and/or assembled the Products. Nevertheless, the Parties agree that all the risks deriving from loss or damage to the Products due to any cause whatsoever will pass to the Client as from the time of delivery.
6.2 All possible costs for the registration of the retention of title shall be totally due by the Client, according to the laws of the country in which the Products are found.
6.3 The Client may resell the Products to third parties even before the total payment of the Price is effected. In this case, the Client shall, at its own cost, carry out all acts and formalities required by the local laws in order to render such reservation of title enforceable against third parties. The Seller shall be automatically surrogated in the Client’s rights towards third parties and the proceeds of the sale – until full payment is received - shall be retained by the Client on behalf of the Seller.
6.4 The Client shall have the obligation to inform the Seller, within 24 hours, of any enforcement proceeding or interim injunction filed by third parties on Products under reservation of title. The Client shall remain, in any case, liable to the Seller for any expense or damage, which the Seller may suffer in relation to such acts.
7. DELIVERY TERM
7.1 Product deliveries are to be agreed as DDP with destination at registered office of the Client (Incoterms 2000).
7.2 The terms indicated in the Order Confirmation are indicative and any eventual late delivery does not give the client the right to cancel their order.
8. WARRANTIES AND CLAIMS
8.1 The Seller warrants that the Products are free from defects in material and workmanship under normal use. Unless specifically indicated in writing by the Seller, this warranty will be valid for a period of 12 months from delivery of the Product invoice and may not, in any case, be suspended or extended as a consequence of the non-use of the Product by the Client, even if due to repair interventions under warranty.
8.2 The client irrevocably waives any right of recourse towards the Seller under article 131, paragraph 1 of legislative decree no. 206 on 6th September 2005.
8.3 The Seller grants no other warranty to the Client, who expressly waives any further legal or conventional warranty, whether implied or expressed.
8.4 Within a reasonable time and in any case no longer than eight working days from delivery, the Client shall examine each Product carefully, on penalty of forfeiture, in order to verify the conformity of the supply to the agreed quantity and quality, also verifying the existence of patent defects.
8.5 Should the Client discover any defect or non-conformity in the agreed Product, it shall give immediate notice to the Seller in writing, on penalty of forfeiture, within the following 8 days. After such term has elapsed, the supply shall be deemed accepted without reservation by the Client, with consequent waiver by the same to contest any defect in the Product.
8.6 Any possible latent defects, which are not discoverable at the time of delivery, shall be notified on penalty of forfeiture within 8 days from their discovery in the same way as patent defects.
8.7 In the case of repeated supplies of Products, characterized by the same features, the Client shall waive any right to raise claims relating to non–conformity in the quality of the Products, if the same have previously been accepted without any written objection.
8.8 Should the Seller undertake to supply the Products in conformity with a sample given by the Client, the Seller shall use the same materials used for the production of the sample, except with regards to tolerance for the colour, the composition and other features of the raw materials. The Seller will preventively send the Client a sample of the Seller’s own production for approval before any eventual order.
8.9 In any of the events described in paragraphs 8.4 and 8.5 hereof, the Seller shall be entitled, at its mere discretion, to examine the alleged defected Products.
8.10 In the event of controversy relating to the existence of defects and/or non-conformity of the Products, the dispute shall be submitted exclusively to the decision of an independent expert appointed by the President of the Treviso Chamber of Commerce or by the Treviso Curia Mercatorium.The decision of such committee will be final and unchallengeable and the relevant costs for experts and technical tests will be initially borne by the party which requests the tests, but then subsequently borne by the unsuccessful party.
8.11 In the case of acknowledgement of the defects and of timely report of such defects by the Client, the Seller shall, at its discretion and in accordance with its technical standards, repair and/or replace free of charge the Product or its defective parts, or alternatively refund the Client the price paid for the defective Product, without any further responsibility.
8.12 No other form of intervention under warranty and/or refund shall be claimed by the Client; in particular the Seller shall not be liable for direct, indirect or consequential damages which may derive from the defective nature and/or non conformity of the Products, such claims for damages being, to the extent permitted by law, expressly excluded and waived by the Client.
8.13 The warranty mentioned in the present paragraph 8 shall only cover material or manufacturing defects under normal conditions of Product use. In no case can the warranty be extended to cover defects caused by insufficient maintenance or storage of the Product, improper use or defects due to the specific instructions, normal use and/or repairs or interventions undertaken by third parties without the Seller’s written consent.
9. INSTALLATION
9.1 Unless specifically agreed in writing between the Parties, the Client shall be exclusively responsible for the installation and assembly of the Products.
10. APPLICABLE LAW AND COMPETENT JURISDICTION
10.1 Sales subject to these General Conditions are governed by the Laws of Italy, with the express exclusion of the Vienna Convention on Contracts of International Sales of Goods (except for articles 8 and 11 thereof, which shall prevail over any conflicting provision of Italian law).
10.2 Any dispute arising between the parties in relation to these General Conditions and to the sales regulated by the same, shall be submitted to the Judge of the Court of Treviso, with exclusion of any alternative grounds of jurisdiction.
11. FINAL PROVISIONS
11.1 Failure by one of the Parties to enforce at any time any of the provisions of one or more of the clauses present in the General Conditions or in the sales contract ruled by the same shall not be construed as a waiver of such provision nor does it waive the right to expect the punctual and rigorous enforcement of the same.
MEBEL 2010
You can find as at the MEBEL 2010 in Moscow from the 22 - 26 of November 2010
