Page 640 - MARCACORONA CATALOGUE 2018

General sales conditions Rev.1a of 1st January 2018

A.- CONTRACT COMPLETION E.4.- The Buyer undertakes to ensure that the vehicle sent to the Seller’s G.4.- If the Buyer finds an identifiable fault, it must be reported in writing in the event of alleged defects or faults in the material; this does not af-
A.1.- These general sales conditions govern every sales contract be- warehouse is suitable for the loading operations, considering the nature to the Seller, within 8 (eight) days from receipt of the products; failure fect the right to claim back any payments made unduly (solve et repete).
tween the Seller and the Buyer and any amendment or exception thereof of the products. If the vehicle sent to collect the goods causes difficul- to send the claim shall result in the forfeiture and loss of such right. The I.2.- If the Buyer’s financial situation changes or in the event of non-pay-
shall be agreed in writing. ties in the loading operations, the Seller reserves the right to charge a Buyer shall keep the entire lot of material readily available for the Seller. ment (even partial) of products already supplied, the Seller reserves the
A.2.- Any offers, credits and/or rebates granted by agents or other in- penalty, of 4% of the value of the products, to cover the extra logistics The claim shall include the invoice details and an accurate description right to suspend the execution of the supplies underway and/or to termi-
termediaries, shall not be considered valid if they are not confirmed in costs. If the vehicle sent is not at all suitable, the Seller reserves the of the claimed fault together with photographs, where possible. In the nate the contracts in force and the Buyer shall not have the right to claim
writing by the Seller. right to refuse to load the goods and the Buyer shall not have the right event that the claim proves to be unfounded, the Buyer shall refund the direct and/or indirect compensation of any type.
A.3.- The Buyer shall send the written orders to the Seller, directly or to claim compensation for any direct and/or indirect cost that may arise Seller any costs incurred for an inspection (expert’s reports, travel, etc.).
through the agents, and the orders shall include the codes of the re- therefrom. G.5.- Hidden faults shall be notified to the Supplier in writing, by record- L.- RETENTION OF OWNERSHIP
quired products, quantity, price and destination. The order sent by the E.5.- The Buyer is responsible for assigning the carrier the task of ed delivery letter with advice of receipt, within 8 days from the date such L.1.- The products supplied shall remain exclusive property of the Seller
Buyer is irrevocable. checking the products before loading them; any observations concern- fault is found, under penalty of forfeiture. until the Buyer has paid the full amount.
A.4.- The sale shall be deemed completed when: (i) the Buyer receives ing the condition of the packaging and the correspondence of the quan- G.6.- The Buyer’s right to make a claim for faults under warranty is valid L.2.- During the aforementioned period, the Buyer shall undertake the
a written confirmation from the Seller, via e-mail, fax or other electronic tities loaded with those on the transport document must be made by the for 12 (twelve) months from the delivery of the products. obligations and responsibilities as bailee (also referred to as custodian)
means, that complies with the terms and conditions of the order; or (ii) carrier upon collection of the goods. The said observations must be writ- and shall not transfer the said products, grant their use, let them be
if the confirmation sent by the Seller contains conditions that differ from ten on all the copies of the transport documents, otherwise the loaded H.- WARRANTY FOR FAULTS seized or distrained without declaring that the property is of the Seller,
the order sent by the Buyer, when the latter accepts it in writing or in any products shall be considered to be complete and in good condition. As a H.1. The Seller’s warranty is limited to first grade products and not and the Buyer shall immediately inform the Seller by recorded delivery
case does not object within 7 (seven) days from reception; or (iii) if the result, the Seller shall not be liable for any missing or damaged products second or third grade products or lots on offer with special prices or letter with advice of receipt.
Seller does not provide a written confirmation, when the products are not reported by the carrier. discounts, which must be duly specified with a note in the order con-
delivered and loaded by the Buyer. E.6.- The Buyer is also responsible for assigning the carrier the task of firmation. M.- FORCE MAJEURE
checking the loading procedure and the stability of the goods on the H.2. The Seller does not guarantee the suitability of the products for par- M.1.- Each party may suspend the fulfilment of its contractual obliga-
B.- PRICES vehicle, in order to prevent damage during transport and to comply with ticular uses, and only guarantees the technical specifications published tions, when the said fulfilment is impossible or objectively too costly due
B.1.- The prices agreed upon for each individual sale are net prices for all road safety provisions. on the website in the document 2) Technical data sheets. The indication to an unforeseeable impediment independent from the parties, such as
cash delivery ex works (the Seller’s plant shall be specified in the order for use is merely indicative, even when written in the Seller’s catalogues for example: strike, boycott, lockout, fire, war (declared or not), civil war,
confirmation), unless otherwise agreed in writing. F.- PAYMENTS and manuals. On the basis of the characteristics described in the doc- riots and revolutions, requisitions, embargo, power blackouts, extraor-
F.1.- All payments must be made to the Seller’s registered office. Pay- ument 2) Technical data sheets, the designer always has the task of dinary breakage of machinery, delays in the delivery of components or
C.- PRODUCT CHARACTERISTICS ments made to agents, representatives, or sales assistants shall not be assessing the suitability of the product for the specific use conditions, raw materials.
C.1.- The Buyer declares to have read and comply with the content considered as made until the amounts are received by the Seller. taking into account the stress and variables to which the product will be M.2.- The party that wishes to apply this clause shall immediately notify
of the following documentation published on the corporate website: 1) F.2.- The Buyer shall not fulfil its payment obligations by making pay- subjected, which may alter its characteristics; for example, the traffic in- the onset and end of the circumstances of force majeure to the other
Laying, use, cleaning and maintenance manual and 2) Technical data ments from countries other than its own country of residence, if the said tensity, quality of traffic (foot traffic with the presence of sand, debris...), party in writing.
sheets. countries do not guarantee an adequate exchange of information with adverse weather conditions and any other unpredictable factor to which M.3.- If the suspension due to force majeure lasts longer than 60 (sixty)
C.2. Given the intrinsic variability of the ceramic products, the charac- Italy. In case of breach of the said prohibition, the Seller has the right to the material may be exposed. days, each party shall have the right to terminate this contract, with a
teristics of the samples, previously sent by the Seller to the Buyer, are terminate the contract for just cause and the Buyer shall not have the H.3.- In the event that identifiable product faults are ascertained, notice of 10 (ten) days to be notified to the counterparty in writing.
purely illustrative and cannot be deemed binding. right to claim compensation for any damage suffered. as defined in sub section G no. 3, the Seller shall replace the faulty
C.3. Unless specifically requested and agreed before the order confir- F.3.- Any costs for stamp duty and bank draft fees shall be borne by product with another one with equal or superior characteristics; N.- CONFIDENTIALITY
mation, the Seller does not guarantee that the entire quantity of an article the Buyer. Failure to fulfil, even only in part, the payment shall result should this not be possible, the Seller shall apply a significant price N.1.- The Buyer undertakes to maintain confidentiality as regards all
on order shall be sent from one same production lot. in the application of interest on arrears in favour of the Seller, from the reduction. Alternatively, following the return of the faulty products, information of a technical (such as, by way of a non-limiting example,
date established for the payment, as envisaged by legislative decree the Buyer shall have the right to a refund of the price paid plus the drawings, tables, documentation, formulas and correspondence) and
D.- DELIVERY TERMS 09/10/2002 no. 231. transport cost, with the exclusion of compensation for any other commercial nature (including contractual conditions, purchase prices,
D.1.- The delivery terms are approximate and a delay does not give the F.4.- Unless otherwise agreed in writing, the Buyer undertakes not to direct and/or indirect damage. payment conditions,…) gained during the performance of this contract.
Buyer any right to claim compensation, without any exception. offset any receivables, of whatever nature, owed by the Seller. H.4. The Seller’s warranty shall not be valid if the products that have N.2.- The confidentiality obligation shall be undertaken for the entire du-
D.2.- If the Buyer does not collect the goods, after 10 (ten) days from identifiable faults (totally or in part) have been used and/or in any ration of this contract and for the period following its execution.
the date of the “goods ready” notice, the Seller has the right – at its G.- CLAIMS case transformed, as this entails that the Buyer (or its customer) N.3.- In case of failure to uphold the confidentiality obligation, the
discretion – to establish a new delivery date. G.1.- Upon receipt of the products, the Buyer shall perform a visual expressed the intention to accept them in the condition in which non-fulfilling party shall pay the other party compensation for all damag-
inspection in compliance with instructions provided in point 7 of UNI EN they were found. es that may derive therefrom.
E.- SHIPPING ARRANGEMENTS AND TERMS ISO 10545-2 standards. H.5.- In the event that hidden product faults are ascertained, the
E.1.- The Buyer must communicate any variation in the destination of the G.2.- The products must be installed and fitted strictly respecting the Seller’s warranty is limited to the replacement with other products O.- SELLER’S TRADEMARKS AND DISTINCTIVE SIGNS
products, different from the one agreed in the order confirmation, in writ- recommendations related to the activities to be performed before and of equal or superior characteristics; should this not be possible the O.1.-The use of trademarks, ornamental designs and creative works in
ing within, and no later than, the second day before the day foreseen for during the laying of the product specified in document 1) Laying, use, Seller shall refund the price paid plus the transport cost. In any case, general, in whatever form and manner of expression (such as, by way
the collection at the Seller’s premises. The Seller reserves the right not cleaning and maintenance manual, published on the Seller’s website, the Seller’s warranty for any direct and/or indirect damage caused by of a non-limiting example: images, photos, drawings, videos, shapes,
to accept the change of the product destination. If the actual destination and on the product packaging and/or inside the packaging. Faults the faulty product, shall be limited to an amount that shall not be greater structures, etc.) constituting the Seller’s intellectual property, through
of the product is different from the one stated by the Buyer, the Seller caused by an incorrect installation and by missing/incorrect mainte- than double the selling price applied by the Seller, only in relation to the any means (such as, by way of a non-limiting example: press, video,
reserves the right to suspend the execution of the supplies underway nance (different from instructions provided in document 1) Laying, use, faulty part of the supply. radio, internet, social media, instant messaging platforms or VoIP, etc.)
and/or to terminate the contracts in force and the Buyer shall not have cleaning and maintenance manual), by an unsuitable use and/or by nor- H.6.- In the event that the Buyer resells the product to subjects protect- is strictly forbidden. Any exception to the said prohibition, even only par-
the right to claim direct and/or indirect compensation of any type. mal wear over time shall not be considered product faults. ed by the consumer code (law decree no. 206/2005), the former shall tial, must be authorised in writing, each time, by the Seller’s general
E.2.- Unless otherwise agreed, the goods shall be delivered ex-works G.3.- With the exception of the limits of acceptability foreseen by the be responsible for the conditions applied, if different from those stated management.
(EXW - Incoterms 2010) and this shall also be the case when the parties international EN 14411 (ISO 13006) standard, the parties acknowledge herein, and shall ensure that the consumer’s rights are exercised, in re-
agree that the delivery, or part of it, shall be arranged by the Seller on as identifiable faults those product defects that are immediately visible lation to the remedies and terms established by the said code. If there P.- CONTRACT LANGUAGE, APPLICABLE LAW, JURISDICTION AND
the Buyer’s behalf. In any case, the risks shall transfer to the Buyer upon upon receipt thereof and that make the material unsuitable for use or are the grounds for the Buyer to exercise the right of recourse and/or AUTHORITY
delivery to the first carrier. that significantly reduce its value. This category includes faults as de- make a claim against the Seller/manufacturer, the said action shall take P.1.- The present CONTRACT is drafted in Italian, and in case of dis-
E.3.- Without prejudice to the Seller’s extraneity in relation to the trans- fined in the document 1) Laying, use, cleaning and maintenance manual, into account or go beyond the exemptions and limits established in sub putes the said version shall prevail over any translations in other lan-
port contract, the Seller shall not be indicated as “shipper” on the bill published on the Seller’s website. Identifiable faults include, by way sections G no. 1 and H no. 5. guages.
of lading. The communication of the gross weight of the container to of a non-limiting example, superficial defects, decoration defects, de- P.2.- Any dispute concerning the supply of products shall be subject to
the Forwarding agent does not represent in any way the undertaking of fects concerning polishing, dimensions, surface flatness, straightness I. SOLVE ET REPETE (PAY AND THEN CLAIM) AND TERMINATION Italian law and jurisdiction and the Court of Modena, the town in which
any liability by the Seller as regards the SOLAS (Safety Of Life At Sea) of sides/rectangularity and thickness, cracks, chippings or rough edges, CLAUSES the Seller has its registered office, shall have sole local jurisdiction.
Convention. In no event may the said communication be taken to be the non-compliant shades, mixed shades and products that feature prob- I.1.- Pursuant to article 1462 of the Italian Civil Code, on no account
VGM (Verified Gross Mass). lems deriving from the cutting process and/or from chips. may the Buyer suspend or delay payment of collected material, including

182 183