GENERAL TERMS AND CONDITIONS OF SALE
1.1 The present general terms and conditions of sale govern the sale of goods/articles from CREA-SI sas by Trevisani Maria and C. (hereafter called “the Seller”), as specified and indicated in the order form, which has to be considered, for all legal purposes, as purchase proposal from the client.
1.2 Therefore the abovementioned terms and conditions of sale do not govern, and are not applied, to the sale of goods/articles which are not indicated in the order form.
2) ORDER CONFIRMATION
2.1 The purchase proposal of goods/articles on the order form is to be considered irrevocable for the client who has signed it for all legal purposes and, in particular, in accordance to art. 1329 of the Italian Civil Code.
This irrevocability lasts until the end of 20 working days, as explained in point 2.2.
2.2 The purchase proposals of goods/articles on the order form are to be considered approved by the Seller exclusively after the written notice by CREA-SI sas by Trevisani Maria and C.
The Seller’s written notice has to arrive at the client (e.g. by e-mail, fax, or other addresses specified in the order form) not after 20 working days from the date of receipt. The written notice has to derive from CREA-SI sas by Trevisani Maria and C. and it refers to the related order form.
The order form and the related purchase proposal are to be considered NOT accepted if the client has not received the written notice by CREA-SI sas by Trevisani Maria and C. after the time limit of 20 working days. As a consequence, the Seller is under no obligation and is free from of any commitment and any obligation.
2.3 Once the order form and the related order confirmation are completed, possible modifications, integrations or alterations can be introduced only in written notice and signed by CREA-SI sas by Trevisani Maria and C.
3.1 All prices in the order form are Ex Works form CREA-SI sas by Trevisani Maria and C.’s legal head office. Prices in the order form do not include packaging, transportation, insurance and other costs.
Point 4) delivery, shipment and responsibility terms, governs shipping methods and costs.
3.2 The Seller can choose if to cover or not the costs which these general terms order the client to pay (e.g. shipping or insurance costs). Prices in the order form do not include the abovementioned costs.
Therefore, these costs will be indicated in the related and eventual order confirmation by CREA-SI sas by Trevisani Maria and C.
3.3 The client agrees to pay, as of now, the eventual shipping costs, established and specified by CREA-SI sas by Trevisani Maria and C.
4) RETURNS, SHIPPING AND LIABILITY TERMS
4.1 In any case, the client is completely responsible for the perishing or loosing of the abovementioned supplied goods/articles, so they travel at the client peril.
CREA-SI sas by Trevisani Maria and C.’s liability terminates with the delivery of the goods/articles to the carrier and the client has to complain against him once conveniently checked the goods/articles.
4.2 If no delivery date is specified in these general conditions or in the Seller’s order confirmation, the client accepts the goods when they are delivered, and releases CREA-SI sas by Trevisani Maria and C. from any liability.
Therefore, the delivery date for the goods/articles indicated in the order form is not to be considered peremptory, but only approximate.
4.3 Every force majeure or other unforeseen event interrupt the effective delivery date throughout its duration.
5) PAYMENT TERMS
5.1 Payment terms and methods are indicated in the order form and in the related confirmation order by CREA-SI sas by Trevisani Maria and C.
5.2 This relationship between the parties represents a commercial transaction which refers to the Legislative Decree no. 231 of 9 Oct 2002.
Delay or partial payment of the abovementioned costs after the deadline, let default interests run automatically and they are calculated at the official reference rate of the European Central Bank increased at 7 percentage points, following art. 5 of this Decree.
6)WARRANTY AND NOTICE OF DEFECTS’ TERMS
6.1 The client is under obligation to check conditions and goods/articles’ compliance towards those indicated in the order form, before and, at the latest, at the pick up of the goods.
Goods will be considered in compliance, if there is no objection at the pick up.
Is to be noted that the tone’s variation of a supply is not contestable from one another because fabrics can have different characteristics from a supply to another.
Fabrics’ elasticity can change too from a supply to another.
6.2 Notwithstanding the Italian Civil Code’s conditions of sale (art. 1490 and following Italian Civil Code’s articles), the client must notify to the Seller, in writing, any complaints regarding possible defects, and latent defects too, within and not later than 8 (eight) days from receipt of the goods.
In any case, complaints and objections must not be a pretext for suspend payments.
7) EXEMPTION OF LIABILITY
7.1 The client, as of now, agrees to exonerate the Seller, for all legal purposes, from any liability concerning damages caused by defects on supplied goods/articles, mentioned in these general conditions.
The client agrees to exonerate the Seller from any liability both in the case of notice of defects and in the contrary case (when there is no notice of defects) within the deadline specified in art. 6.2 of these general conditions.
The client agrees to not expect anything by the Seller.
8) RETENTION OF TITLE
8.1 The agreement for retention of title governs the sale of all goods/articles by CREA-SI sas by Trevisani Maria and C., specified in the order form or in distinct estimates.
In accordance with art. 1523 of Italian Civil Code and following articles, supplied goods/articles remain in the property of CREA-SI sas by Trevisani Maria and C. until the complete payment of the purchase price through invoice.
8.2 If the client does not completely pay the purchase price or pays it in late, the contract will be automatically terminated, in accordance to art. 1456 of Italian Civil Code and CREA-SI sas by Trevisani Maria and C. can repossess the goods/articles of the supply.
Notwithstanding the art.1526 c.c, in case of expiration of the contract caused by the client’s breaching, CREA-SI sas by Trevisani Maria and C. will keep all the amounts paid, which, in accordance to the second clause of the mentioned art.1526, CREA-SI sas by Trevisani Maria and C. keeps as a damage reimbursement for the use of the goods and for the partial anticipation of the damage compensation.
8.3 If the client has not completely paid the purchase price to the Seller (or if the client has not received a specific written notice by the Seller), the client cannot sell, cede, rent out, furnish collateral security etc. the single supplied goods/articles.
The client has to communicate promptly the executive procedures which, at the request of third parties, involve the supplied goods/articles.
8.4 In accordance to art. 1523 of Italian Civil Code, the client is responsible for any risk, danger and consequence derived by thefts, fire, unforeseeable circumstances, damages to persons and property or other unforeseen incidents from the pick up date.
Despite these unforeseeable events, the client has to respect obligations and payment terms.
9) EXPRESS TERMINATION CLAUSE
9.1 In accordance to art. 1456 of Italian Civil Code, the present contract is considered as terminated by law in such cases:
- a) non-payment or delayed payment of the purchase price in the order form and in the art. 3.1, 3.2, 3.3, 5.2 and 8.2 of these general conditions.
It is understood that the liability’s consequences for the non-payment have to be attributed to the client and the Seller has the right to receive the damage reimbursement in accordance with the law.
- b) non-fulfillment or late fulfillment of pick up of the goods indicated in the order form and in the related order confirmation.
9.2 This contract will terminate when CREA-SI sas by Trevisani Maria and C. communicate to the counterparty that he uses this express termination clause.
10) APPLICABLE LAW
10.1 The present contract is governed by Italian law which regulates the conclusion, the execution and the expiration of this contract.
This contract will be interpreted in accordance with Italian law which is also used to solve any kind of action.
11.1 The competent law court of Modena shall have exclusive jurisdiction in any action arising between the parties in connection with the interpretation or the execution of the present contract.
12.1 The present general conditions are written in two languages. Only the Italian text is authentic.
Specific subscription – The client declares that he has read and that he approves specifically, with reference to art.1341 and art. 1342 of the Italian Civil Code, the following clauses of this contract:
Art. 2.1 (Order confirmation) on irrevocable order.
Art. 3.1, 3.2 and 3.3 (Prices) on goods’ prices and shipping costs.
Art. 4.1, 4.2 and 4.3 (Delivery, shipping and liability terms) on shipping costs, shipping risks and exemption of liability.
Art. 6.2 (Warranty and notice of defects’ terms) on notwithstanding the notice’s terms of possible defects.
Art. 7.1 (Exemption of liability)
Art.8.1, 8.2, 8.3 and 8.4 (Retention of title)
Art. 9.1 and 9.2 (Express termination clause)
Art. 10.1 (Applicable law)
Art. 11.1 (Jurisdiction)
Art. 12.1 (Language)