Unless otherwise agreed between the Parties, any offer, proposal, purchase order, order confirmation and contract with the customer from GRAFICARBO Srl (Hereinafter, Graficarbo) is governed by the General Conditions of Sale. And ´it is excluding the applicability of the general conditions of purchase of the customer.
The signing of the final contract involves, therefore, also the tacit acceptance of these conditions.
2. OFFER - ORDER - CONFIRMATION OF ORDER
2.1. Unless otherwise stated in writing contained therein, the offers made by Graficarbo are valid for 30 days from date of shipment to customer.
2.2. Purchase orders of the Customer (hereinafter, Orders) must be formalized in writing and sent by fax or e-mail at the headquarters of Graficarbo. In case of orders of less than € 250.00, Graficarbo charge to the customer additional fee of € 20.00 for administrative expenses.
2.3. The contract will be concluded upon receipt by the customer of the order confirmation in writing of Graficarbo.
3. DOCUMENTATION - PRICE LISTS
3.1. The information and data given in the catalogs, brochures, price lists and other literature disclosure Graficarbo (hereinafter documents) are purely indicative and subject to change at any time, unless Graficarbo them has expressly confirmed in writing to conclusion of the contract.
3.2. And ´expressly it is forbidden to the customer to reproduce, by any means, the Documentation and divulge it to third parties.
4.1. The terms of delivery, if agreed, are indicative. Any delays in delivery do not qualify, except in cases of willful misconduct or gross negligence of Graficarbo, to terminate the contract and to compensation for any damages, direct or indirect.
4.2. The Products are sold "Ex store ". Unless otherwise agreed by the Parties, Graficarbo will ship the products to the customer, at the expense of the latter, in the manner that Graficarbo, at its sole discretion, deems appropriate
4.3. Its expressly excluded any and all liability for damages or losses of Graficarbo Product occurred during transport; Therefore, the relative risk will be burden exclusively to the Client.
4.4. The Customer must, under penalty of forfeiture, to check the integrity of the packaging and the quantity of the products upon receipt and made the appropriate reserves in writing to the carrier and immediately informs Graficarbo. Customer will still be required, even if challenged, to get the products delivered and to keep them with the utmost diligence.
4.5. Graficarbo will have the right to make partial deliveries. In this case, the agreed terms of payment, for each lot shall run from the date of its delivery.
5. PRICES AND CONDITIONS OF PAYMENT
5.1. Prices of products and services are those mentioned in the relevant Order Confirmation. These prices are exclusive of: (i) VAT and any other tax or fee may be applicable, (ii) the cost of packing, (iii) the cost of shipping and handling.
5.2. Payments can be made by credit instruments only if that mode has been specifically agreed upon and the acceptance of the same by Graficarbo shall be deemed always occurred under reserve. And ´it excluded any agreement to the contrary.
5.3. Costumer shall not in any way or for any reason to delay, suspend or omit payments due. Any claim or cause of the customer must be claimed in separate proceedings, with express exclusion of compensation between the amount due from the customer and any right or claim of the same creditor.
5.4. . In case of non-payment by the customer of amounts due by the same, within the agreed term, Graficarbo entitled:
(I) to suspend the execution of the contract and / or other agreements that may have existed with the customer, including any warranty obligations;
(Ii) default interest, for each day of delay at the rate determined in accordance with Legislative Decree no. 9 October 2002, n. 231;
(Iii) the immediate payment of all amounts due by the customer, for any reason, for other contracts, with loss of the benefit of the term;
(Iv) reimbursement of expenses incurred for the recovery of amounts not timely paid by the customer;
(V) to compensation for any further damage.
5.5. In any case, the customer will lose the benefit of the term if there occurs any of the following circumstances:
(I) supervening insolvency of the customer;
(Ii) reduction of the guarantees given;
(Iii) failure to provide the guarantees promised.
5.6. In case of multiple debts of the customer against Graficarbo, the latter will have to decide from time to time due to which debt the payment made by the customer.
5.7. Graficarbo will applied to the following collection expenses:
i) collection charges for goods delivered on delivery € 10.00 (ten / 00)
ii) charges for foreign check collection € 15.00 (fifteen / 00)
iii) charges for foreign collection Mark € 55.00 (fifty / 00)
iiii) Bank charges for foreign collection € 10.00 (ten / 00)
6. WARRANTY AND RETURN
6.1. In relation to products manufactured or supplied by a third party, Graficarbo will be liable to the customer for any defects of the same, only within the limits of the rights of collateral the same Graficarbo boast against such manufacturers or suppliers.
6.2. In relation to products assembled on behalf of Graficarbo, Graficarbo guarantees that, at the time of shipment, the same comply with the technical specifications where indicated in its order confirmation and are without flaws. In any case, this warranty against defects will have a maximum validity period of 1 (one)year from date of shipment of the products themselves.
6.3. Any apparent defect of the products must be reported by the Customer in writing, under penalty of forfeiture, within 8 (eight) days of receipt of the products. Any hidden defects of the products must be reported by the Customer in writing, under penalty of forfeiture, within 8 (eight) days of their discovery.
6.4. The guarantee against defects provided by Graficarbo cease to have effect in all cases where:
(I) the customer or third parties carry out, without the prior written consent of Graficarbo, the repairs or alterations to the products supplied by the same;
(Ii) the customer or third alter or use improperly products;
(Iii) the Customer does not allow, in Graficarbo or third parties acting on their behalf, to make every reasonable control on products declared defective;
(Iv) the Customer does not return promptly Graficarbo, when the same has requested, defective products.
6.5. Prior written permission of Graficarbo, defective products or non-conforming will be returned by the customer by sending the same at the production site of Graficarbo, at the expense of the customer. In that case, returned products must be accompanied by the return authorization form issued by specially Graficarbo and a specific description of the products and the flaws identified in the indication of the identification number of the products (where we were) the number and the date of the sales invoice.
6.6. In case Graficarbo a result of a check on the returned products, has established the existence of the defects complained and the lifetime warranty, will at its sole option to:
(I) repair the product at their own expense, or
(Ii) replace the defective products.
It notes that the repair or replacement of defective products are the only remedies available in relation to warranty obligations hereunder.
6.7. If the products are to be assembled, connected or in any way connected to third-party components and / or embedded in products sold by the customer and / or third parties (final products), will be the sole responsibility of the latter to verify the compatibility of these products with such components and / or final products. In particular, it will be the exclusive responsibility of the customer to specify the order in its country of destination of the final products. Otherwise, it will be the sole responsibility of the customer the possible differences of the products compared to the rules applicable in their countries of destination of the final products, including but not limited to, those relating to the quality, hygiene, safety and the protection of ´ environment.
6.8. E ´expressly excluded any and all liability for damages in the hands of Graficarbo, its representatives, employees and / or agents, for any damages resulting from defects in the products or any other securities, indirect or consequential damages, including without limitation those resulting from loss of information and data, dismantling and / or withdrawal of products, business interruption or loss of business and opportunities.
7. RESPONSIBILITY FOR PRODUCT
Customer represents and expressly acknowledge that the responsibility for products sold by Graficarbo rests solely on the manufacturer or the manufacturer of the same. In the event that the customer and / or his successor in title has been declared liable for damages arising from products sold by Graficarbo, the customer waives the right to recourse against Graficarbo under Article. 131 Leg. 06/09/2005 n. 206. If the customer puts into circulation the products outside the European Union will be required to rule in relation to customers any responsibility for any damage arising from products, to the extent permitted by the laws from time to time applicable in the relevant countries of destination . Otherwise, the customer will be required to indemnify and hold harmless Graficarbo from any product liability that might arise. This place and in case of customer´s request, Graficarbo shall be entitled, at its option, to provide the replacement product, provided that will be charged to the customer all costs related to the recall and to return to Graficarbo products to replace, and dispatch and delivery of new products.
The customer declares to have read the information in art. 13 D.Lgs. 30 June 2003 n. 196, he attached that he is aware of the rights under Art. 7 of the same decree. The Customer, by signing the present general conditions of sale consents to the processing of personal data in compliance with the above regulatory framework, for the purposes and in the manner indicated in of Graficarbo.
9. FINAL NOTES
9.1.Customer elects domicile at the specified address in the end of these general conditions of sale. The customer will be required to disclose in writing to Graficarbo any change of such address. In defect, communications and deliveries by Graficarbo Customer shall be deemed validly executed at an address known to Graficarbo.
9.2. The invalidity or ineffectiveness of individual clauses of each contract or of these general conditions of sale will not result in the invalidity or ineffectiveness of the relevant contract or other provisions contained in these general conditions of sale.
9.3. Any exception to these general conditions of sale shall be made in writing and by mutual agreement between the Parties and its validity and effectiveness will be, in any case, limited to the specific contract for which was agreed.
9.4. Contracts entered into with the customer and these general conditions of sale are governed by Italian law.
9.5. Any dispute concerning the interpretation, execution, validity or effectiveness of any contract and / or these Conditions of Sale, as well as payments, will be responsible exclusively to the Court of Lodi.
Pursuant to and by effect of art. 1341 cc and 1342 cc the Customer declares to specifically approve the following clauses of the General Conditions: 4.1, 4.3 (limitation of liability); 4.4 (loss of the warranty for defects); 5.3 (limitation of the right to raise objections - Exclusion of compensation); 5.4 (right to suspend the operation) 6.1, 6.2, 6.6, (limitation of liability for defects), 6.3, 6.4 (loss of the warranty for defects), 6.6, 6.7 (Limited Warranty), 6.8 (disclaimer), 7 (disclaimer), 9.4 (applicable law) E9.5 (exemption from responsibility).