General Terms and conditions
General Terms and Conditions of Sales applicable to Purchasers having residence, domicile or place-of- business outside Italy and goods to be shipped outside Italy.
For the purposes of the present General Terms and Conditions of Sale, the following expressions will have the meaning hereby assigned to them:
SELLER: Marogna Cesare & figli snc sole partner.
PURCHASER: the legal or natural person, who buys goods from the Seller.
GOODS: the products sold by the Seller.
CONTRACT or AGREEMENT: the agreement between the Seller and the Purchaser. PARTY/PARTIES: Seller and/or Purchaser..
2. Formation of Contract
2.1 The present General Terms and Conditions of Sales constitute the entire agreement between the Parties, notwithstanding any other provision, and will cover all sales between the Parties.
2.2 No agreement or understating purporting to modify the present General Terms and Conditions of Sales shall have any effect unless it is expressly confirmed in writing by the Seller.
2.3 Orders will be binding only if accepted or confirmed in writing by the legal representative of the Seller or by a person expressly authorized by the Seller.
2.4 She Seller, without prejudice to any other remedies available, has the right to refuse incomplete orders or to stop deliveries in case the Purchaser does not fulfill its obligations.
2.5 Should the Purchaser change, suspend or cancel the order, the Seller has the right to terminate the Contract and to claim for damages or to increase the agreed price. In case of cancellation of the order, the deposit will not be returned.
3. Price and Delivery
3.1 The price of the Goods is the one notified by the Seller to the Purchaser in the order confirmation. 3.2 Unless otherwise stated, the price does not include accessories of Goods.
3.3 Unless otherwise agreed between the Parties, the Seller shall supply the Purchaser with the Goods EXW Ex-works (Incoterms® 2020).
4. Passing of risk
4.1 IRisks on Goods shall pass to the Purchaser on delivery to the Purchaser or to its representative (including representatives, forwarding agents or carriers charged by the Seller on behalf of the Purchaser), from the time the goods have been made available in the agreed place of delivery.
5. Passing of Title
5.1 All Goods remain the property of the Seller until paid in full.
5.2 This provision does not affect the transfer of the risk to the Purchaser as per article 4. 6. Payment
6.1 Payment shall be made according to the terms agreed upon between the Parties in the order confirmation.
6.2 Overdue payments bear interest as per Italian D.Lgs 231/2002.
6.3 The Purchaser is not entitled to set off or to suspend the payment, as the “solve et repete” clause is applicable in accordance with article 1462 of Italian Civil Code.
7.1 The Seller is responsible for defective Goods, provided defects are not due to the Purchaser’s fault or negligence and non-compliance of the Goods is prior to the passing of risk as per article 4.
7.2 The Seller shall be notified of defects promptly and in any case within eight (8) days since the Purchaser has discovered the lack of conformity or ought to have discovered it. The defect liability period runs for one year after the delivery of the Goods.
7.3 The Seller will, at its own discretion, either replace, repair or issue credit note on regards of the present warranty, on condition that Goods are promptly returned to the Seller free of cost within twelve (12) months from the delivery..
7.4 The Seller has the right not to provide warranty in case of default in payment, partial or delayed payment.
7.5. The Purchaser agrees to waive the right to claim compensation for damages.
8. Termination of the Contract
8.1 The Seller has the right to terminate the Contract with immediate effect, by a written notice sent by fax or email and followed by registered letter with return receipt, in case of breach of Contract by the Purchaser or in case of occurrence of exceptional circumstances which justify the earlier termination. 8.2 Shall be considered as exceptional circumstances justifying the immediate contract termination: bankruptcy, any kind of composition between the bankrupt and the creditors, death or incapacity of the Purchaser, civil or criminal sentences as well as any circumstances which may affect its reputation or hamper the punctual carrying out of its activities, any important change in the juridical structure or in the management of the Purchaser.
9. Governing law
The Contract shall be governed by the United Nations Conventions on the International Sale of Goods (Vienna Convention 1980) and, with respect to questions not covered by such convention, by the Italian law.
10.1 In the event of any dispute arising out of or in connection with the present Agreement, including the ones related to its interpretation, validity, effectiveness, execution and termination, the Parties agree to submit the matter to final settlement under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The seat of arbitration shall be Paris, where also the hearings and meetings of the arbitration procedure shall be held, unless otherwise agreed upon among the Parties from time to time in writing. The language of the arbitration shall be English.
11.1 Should any clause be considered invalid or unenforceable by the judgement of a Court of competent jurisdiction or award of an Arbitral Tribunal, all other provisions shall remain in full force and effect.
11.2 The Parties agree, however, to replace, when possible, any provision declared invalid by a provision which shall reflect their initial intent, as objectively and consistently as possible and in accordance with the basic relationship existing between the Parties.
12. Waiver denial
The non-enforcement by the Seller of any provision contained in the Contract shall not be construed by the Purchaser as a waiver of the right to enforce the provision at another time under different circumstances and/or enforce other provisions of the Contract.
13.1 Any notice required or permitted to be given by the Parties under the terms of the Contract shall be in writing in English and shall be sent to the last known address of the recipient Party.
13.2 Notices sent by post shall be deemed to be received after seven (7) days from the dispatch. Notices sent by e-mail, fax or any other equivalent means shall be deemed to be received on the date of the dispatch.
14. Intellectual Property Rights
14.1 The Purchaser acknowledges that the intellectual property rights related to the present Contract remain the sole and exclusive property of the Seller. The intellectual property rights are protected by the Italian law and the international rules.
14.2 The Purchaser shall use the intellectual property rights only in accordance with the laws above- mentioned and with any other agreement between the Parties
15. Information for the treatment of personal data and GDPR
Information for handling of Personal Data and GDPR compliance. In compliance with the Italian Data Protection Code (D.Lgs 196/2003) as amended by D.Lgs 101/2018 (embedding EU GDPR compliance regulations), the Seller informs that personal information of the Purchaser will be recorded and handled for legal, fiscal and commercial purposes. The processing of personal data may be performed also to send advertising materials or to carry out commercial communication activities related to Marogna Cesare & Figli snc sole partner services. The Purchaser is not obliged to give personal information. If the Purchaser does not provide personal information, it may be impossible for the Seller to refer, respond to, or investigate any complaint or request. This provision does not apply to the processing of personal data performed to send advertising materials to carry out commercial communication activities. The Seller may share Purchaser’s information with the Seller’s employees, contractors acting on the Seller’s behalf, consultants, any public or private authority that must access data, who are subject to confidentiality agreements, only for the above mentioned purposes. The Purchaser’s data may be disseminated through the Seller’s web site or the Seller’s publications for commercial reasons. The above mentioned collection and handling of information, which may be automatically processed, will be made using those tools as are appropriate to guarantee its security and confidentiality. The collection and handling of personal information will run for a period of ten (10) years after the termination of the contractual relationship.
After that period, the information will be erased. The Purchaser is entitled to the rights as per art.12 of the EU GDPR (General Data Protection Regulation) and may access personal information to correct, update, rectify, make anonymous, integrate, cancel and/or block it. The Data Controller is Marogna Cesare & Figli snc sole partner.
Marogna Cesare & Figli s.n.c. - via Vivaldi 81 - Zanè (VI) Italia - P.IVA 00262350242 - tel. (+39) 0445 314124
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