General conditions of sale (international sales)
1. Applicability of the conditions
1.1 These general terms and conditions (hereinafter referred to as "General Conditions") shall apply to all supplies of goods and ancillary services by Neri S.p.A (hereinafter the "SUPPLIER") in favour of the customer indicated in the document to which these General Conditions are attached (hereinafter the "CUSTOMER"), in performance of contracts, in whatever form they are concluded, such as for example, by confirmation - whether express or implied of a purchase order (hereinafter "Order").1.2 The General Conditions may only be supplemented or modified in writing by specific provisions of the Orders accepted by the SUPPLIER, it being understood that although these provisions shall prevail over the content of the General Conditions, their effectiveness shall be limited to the specific Order.
1.3 These General Conditions supersede and replace all previous agreements between the Parties, including any general terms and conditions of the CUSTOMER, the application of which the latter expressly waives.
2. Conclusion of the contract
2.1 The CUSTOMER shall issue their Order in writing and shall send it to the SUPPLIER by fax or email. The Order must contain all information pertaining to the goods ordered and the services commissioned (e.g. product code, description, quantity, etc.) and the CUSTOMER's tax information to be included in the invoice.2.2 The Order is binding upon the CUSTOMER as soon as it is received by the SUPPLIER. The Order is deemed accepted by the SELLER ("Confirmed Order") and the contract concluded if the SUPPLIER has sent written confirmation of the Order, has delivered the goods directly to the CUSTOMER or has performed the services. However, mere confirmation by the SUPPLIER in which receipt of an order is acknowledged does not imply the conclusion of the contract.
2.3 Once the contract is concluded, any request for modification and/or supplementation and/or repacement, also regarding the variety and/or quantity of the good aud services covered by the Order, must be sent in writing to the SUPPLIER within three (3) days of receiving the Order confirmation, it being understood that the SUPPLIER may accept or refuse such request.
3. Performance
3.1 The performance site is traditionally established in the premises of the SUPPLIER in Longiano (FC) S.S. Emilia 1622.3.2 Upon conclusion of the contract, the SUPPLIER may reserve the right to perform the service within a later delivery time than that requested by the CUSTOMER in the Order. Each deadline is, however, understood to be exclusively in favour of the SUPPLIER unless agreed otherwise in writing. The delivery time, if given in days, shall be understood to mean working days, without prejudice to Article 7.1, and shall, in any case, be understood to be purely indicative, unless its essential nature is expresly indcated in writing in the Order confirmation.
3.3 The SUPPLIER, for each Order, is entitled to part deliver the goods and/or services being provided.
3.4 In the event of late delivery, the CUSTOMER may, after a period of 90 days from the agreed date, send the SUPPLIER a written warning to be fulfilled within a further period of no fewer than 30 days from receipt thereof. After this further period has elapsed without the SUPPLIER having performed the service, the CUSTOMER may withdraw from the contract for the part of the supply of products and/or services not yet performed. Withdrawal of the contract for the part of the supply that has not been performed due to delay shall only entail payment for the products and services actually delivered and/or performed, excluding any further compensation or indemnity for the CUSTOMER.
3.5 In the event that the parties agree a product delivery location other than that provided for by Article 3.1., the transportation costs, and the costs for any other shipping method, shall be understood to be borne by the CUSTOMER. In any case, the provisions of Article 1510 of the Italian Civil Code shall apply, according to which the SUPPLIER shall be released from the obligation of delivering the products to the CUSTOMER by handing them over to the carrier or forwarding agent.
3.6 The products travel at the CUSTOMER's own risk, who, in case of loss, damage, destruction or total or partial removal for any cause whatsoever, including the actions of a third party or force majeure, may not act against the SUPPLIER to obtain restitution, compensation, indemnity, reimbursement and/or sums of money for any other reason. The SUPPLIER does not insure the products being shipped unless expressly ordered by the CUSTOMER and at the expense of the latter.
3.7 Without prejudice to the provisions of the preceding sections, if the parties agree that the transport of products is managed at the risk of the SUPPLIER, in whole and/or in part, the CUSTOMER shall check the products upon receiving them from the carrier at their premises and shall:
a) record in the transport document every dispute pertaining to items missing from the Products received compared to what is indicated in the transport document and/or any damage that the Products have suffered in transit;
b) notify the SUPPLIER in writing by sending them a copy of the transport document within, and no later than, 5 (five) days from the date of receiving the products.
Failure to do so shall mean that the SUPPLIER may not be held liable, in any way, for any loss, theft or damage that might befall the products during transport.
4. Seller's lien
4.1 The parties may agree, upon conclusion of the contract, on deferred or instalment forms of payment. In such cases, transfer of ownership shall only take place upon full payment of the price and interest as set forth in Section 6.3. In the case of deferred payment or payment in instalments, the rues provded for in Artices 1523 - 1526 ofthe Italian Civil Code concerning sale with retention of ownership shall apply.4.2 In the event of late payment of even one of the instalments, the SUPPLIER may, without any need for any formality, repossess all the products subject to seller's lien, reserving the right to any further legal remedy for the compensation for the damage suffered.
5. Complaints
5.1 In the event of non-conformity or defects in the products, the warranty provided by the SUPPLIER for the products covered by the Order shall apply, as published at the following link, from the date of receipt of the order.5.2 If the supply also includes the performance of services (e.g. restoration or refitting of products owned by the end customer), the SUPPLIER guarantees that the services shall be performed in a workmanlike manner, under the terms and conditions agreed upon in the Order confirmation and in compliance with industry standards and practices.
6. Prices and terms of payment
6.1 The prices agreed upon in the Order confirmation shall be for deliveries, according to the lncoterms@ 2020 Ex Works (EXW) delivery term, at the premises of the SUPPLIER, S.S. Emilia 1622, 47020 Longiano (FC), and do not include any taxes and/or levies concerning the sale, purchase and/or use of the products, their transport costs, any insurance costs, duties, customs clearance fees and the like, which shall always be borne by the CUSTOMER, even when it has been agreed that the transportation of the products is the responsibility of the SUPPLIER.6.2 Payments shall be made by the CUSTOMER according to the terms and conditions, deemed essential, and according to the methods indicated in the Order confirmation.
6.3 In the event of late payments, the SUPPLIER shall be entitled to, in addition to any damages, (i) receive a default interest pursuant to Legislative Decree no. 231/2002. without any need for any formal notice of default; (ii) request the immediate and full payment of every other amount owed by the CUSTOMER, even if by virtue of other supplies, understanding that any payment extensions granted are automatically revoked; (iii) delay their own deliveries, pursuant to Article 1460 of the Italian Civil Code, even if they concern other Orders that are being or have been executed.
6.4 If the payment delay exceeds 15 days, the SUPPLIER may also terminate the contract, pursuant to Article 1456 of the Italian Civil Code, simply by sending a written notice, without prejudice to further losses.
6.5 Pursuant to Article 1462 of the Italian Civil Code, until the entire amount owed has been paid, the CUSTOMER does not have the right to raise any claim and/or objection in order to suspend or delay the payment itself.
7. Supplier Agents
7.1 Agents of the SUPPLIER are not its legal representatives and, therefore, may only promote the sale of products by the SUPPLIER and submit orders received by buyers to the SUPPLIER.7.2 Agents may not give out discounts, accept complaints or cash payments on behalf of the SUPPLIER without prior written authorisation from the latter.
8. Force Majeure
8.1 The SUPPLIER is not responsible for any non-fulfilment, including failed or delayed delivery, caused by events beyond its reasonable control including, but not limited to, failed or delayed delivery of processing materials by suppliers, not being able to procure raw materias, defective deliveries from suppliers, shpping delays, system failures, strikes and other industrial actions, power cuts, exceptional events and/or occurrences at a national or international level, and delays due to the fault of the CUSTOMER.9. Industrial Property, Know-How and Confidentiality
9.1 Everything that concerns the SUPPLIER's products, including, but not limited to, drawings, calculations, plans, samples and equipment, is the exclusive property of the SUPPLIER and may not be reproduced and/or disclosed and/or given to third parties.9.2 The products may be subject to industrial property rights. The SUPPLIER exclusively reserves all industrial and intellectual property rights over the products.
10. Exemption from liability
10.1 The CUSTOMER declares to hold the SUPPLIER harmless against any civil or criminal liability, related and consequent to the destination of the resulting material that may remain undelivered at the SUPPLIER's premises at the end of restoration and/or refitting services (material that is broken, damaged or unused for the completion of the restoration, or non-reusable test samples for the completion of the refitting), in the event in which this material is not collected by the CUSTOMER within two (2) months from delivery of the manufactured products.11. Applicable Law, Jurisdiction, Competent Court
11.1 This contract and all its effects are governed by Italian law, with the express exclusion of the VIENNA CONVENTION of 11 April 1980. Furthermore, the parties agree that any dispute pertaining to this contract shall be subject to Italian jurisdiction, to the exclusion of all others.11.2 The competent court shall be exclusively in the place where NERI S.p.A has its registered office, with the express exclusion of any other concurrent jurisdictions.