ART. 1 Preamble
These general terms and conditions, without prejudice to any derogations specifically agreed in writing, shall govern all current and future sale contracts of A&A Fratelli Parodi S.p.A. (hereinafter also referred to as “seller”).
All sale contracts between the parties, as well as these general terms and conditions, will be governed by Italian law; any derogations or references by the parties to specific articles of Italian law shall not entail an exclusion from the application thereof to the extent that they are compatible with the contractual regulations.
ART. 2 Formation and subject of the contract
The seller’s offer shall be deemed to be firm and irrevocable only if it is qualified as such by the seller in writing and a term for the validity of the clause is specified therein.
Offers made by the seller’s agents, representatives and sales assistants shall not be binding therefor until they are confirmed by the seller themselves.
The acceptance of a contract by the buyer, regardless of the means, shall entail their commitment to comply with these general terms and conditions.
In case the offer or the buyer’s acceptance refer to a sample offered by the seller, it shall be understood that, unless otherwise agreed in writing, the latter shall be bound to the sample’s features in the supply only within the limits of a reasonable approximation.
The chemical characteristics shall be exclusively those mentioned in the ranges of the product’s TDS (Technical Data Sheet) sent to the seller and/or periodically updated on the website at the time the contract is stipulated and shall, therefore, be the only qualities guaranteed by the seller.
Therefore, the subject of the service will be solely the supply of a product that complies with the specifications described in the TDS without taking into account any additional and different elements, substances or characteristics thereof.
ART. 3 Conformity of the product with the offer
The seller only guarantees the conformity with the TDS of the products supplied within the limits of what has been expressly agreed. The warranty for defects is limited to non-conformities of the products as a result of design, material or manufacture defects that may be attributable to the seller, and shall not apply if the buyer cannot prove that they stored and used the products correctly.
Without prejudice to the provisions of article 4 below, the warranty shall be valid for a maximum term of 12 (twelve) months, starting from the production date, and shall be subject to regular claim made by the buyer pursuant to the following article, as well as to an explicit written request to the seller to perform a warranty service.
By virtue of the aforementioned request, the seller shall be obliged, having performed a contrastive analysis of the parts of the product that was supplied and which the buyer claims is not compliant, and within the limits of the non-use of the product by the buyer, at its discretion and alternatively:
a) to supply to the buyer, free of charge, products of the same type and quantity as those found to be defective or non-compliant with what was agreed;
b) to compensate the buyer for any damage, crediting the buyer with an amount equal to the value of the product supplied;
c) to declare in writing the termination of the contract, offering to refund the price against return of the contested products.
Without prejudice to the provisions of article 4 below, the warranty agreed herein shall include and replace legal guarantees for faults and defects and shall exclude any other possible liability of the seller however resulting from the goods supplied; in particular, the buyer may not make further claims for compensation of damage, price reduction or termination of the contract. No claim may be advanced towards the seller once the warranty has expired.
ART. 4 Notification of defects
Complaints relating to quantities, weight table sent to the buyer and/or periodically updated on the website at the time of the contract’s stipulation, tare value, or the notification of defects relating to the quality or non-compliance of the products supplied that are detected by the buyer or another person authorised to pick up the products as soon as they are in possession of the goods, must be communicated by the buyer to the seller in writing, on pain of forfeiture, within 20 (twenty) business days from the time the products arrived at their destination.
The complaints or notifications of defects of the aforementioned period must, on pain of inadmissibility, provide a detailed description of the contested defects or faults.
If the grievance pertains to the product’s quality or non-compliance, the buyer, without prejudice to the obligations referred to above, must make available to the seller an intact and sealed packaging of the product supplied free of any modification or alteration so that the parties may perform a joint analysis aimed at checking the product’s quality and/or conformity.
If the complaint or the notification are found to be unfounded, the buyer will be obliged to compensate the seller for all expenses incurred for the verification (travel, expert opinions, analyses, etc.).
ART. 5 Liability of the supplier of the raw materials
The seller shall be liable for harm to persons or damage to property, caused by the products sold, only in case it is proven to have been grossly negligent in the manufacture or production of said products; in no case may the seller be held liable for indirect or consequential damage, loss of production or lost profits.
Without prejudice to the above, the buyer will hold the seller harmless in all third-party claims based on liability deriving from the products sold thereto and will compensate the seller for the damage deriving from the claims in question.
ART. 6 Delivery
If the time of delivery has not been expressly agreed between the parties, the seller must supply the product within 30 (thirty) days from the stipulation of the contract.
In case of delayed delivery, the buyer may cancel the part of the order that has not been delivered only after having notified the seller of such intention with a written communication to the seller.
In case the order is cancelled due to a delayed delivery, the seller will only be obliged to refund any payments made by the buyer for the order; in no case may the seller be held liable for any and additional damage claimed by the buyer and deriving from the failed or delayed delivery.
If it is agreed that the product will be picked up by the buyer at their expense and unless otherwise agreed in writing between the parties, the latter will have 10 (days) from the seller’s communication regarding the availability of the product to pick it up.
If the buyer does not pick up the products within the aforementioned deadline, they must refund to the seller the costs of storage, fixed at a flat rate of 3% of the amount of the invoice that relates to said products for each week of delay.
ART. 7 Payment
The payment must be made in advance at the time of the order, unless otherwise agreed in writing, to the seller’s bank.
Any payments made to the seller’s agents, representatives or sales assistants shall be deemed not to have been made until the related amounts reach the seller.
Any delays or irregularities in the payment shall give rise to the seller’s right to suspend the supplies or to terminate existing contracts, even if they do not relate to the payments in question, as well as to the right of compensation for any damage.
The buyer shall be obliged to pay in full also in case of contention or dispute, without prejudice to the provisions of article 3 above.
ART. 8 Reserve of ownership
In case payment is made (in whole or in part) after the delivery, the products delivered shall remain the property of the seller until the price has been paid in full.
ART. 9 Interpretation and amendments
Any changes in these general terms and conditions shall not constitute a novation of the contract, unless the parties express their wishes to the contrary in writing.
ART. 10 Disputes
The Courts of the seller’s registered office shall be exclusively competent for all disputes related or in any way linked to the contracts to which these general terms and conditions apply.
Express approval of the General Terms and Conditions.
Pursuant to and for the effects of art. 1341 and 1342 of the (It.) Civil Code, the Customer declares that they are aware of the General Terms and Conditions formulated herein and otherwise published with IT tools and that they have read in particular and approve the clauses to which express reference is made here: limitation of liability envisaged by articles: 3 and 5, right to withdraw from the contract: 6 and 7, suspension of performance: 8, forfeitures: 4, formation of consent and exceptions: 2, restrictions to contractual freedom: 3, 4, 5 6 7 and 8, waiver of litigation: 10.