TERMS AND CONDITION OF SALE

ALL PRICE LISTS, CATALOGUES AND QUOTATION ARE SUBMITTED AND ALL ORDERS ARE ACCEPTED BY US SOLELY UPON AND COMPLETELY SUBJECT TO THE FOLLOWING TERMS, EVEN IF THE “TERMS AND CONDITIONS OF PURCHASE” OF THE BUYER ARE PARTIALLY OR COMPLETELY DISCORDANT WITH THEM.

THE USE OF BUYER’S OWN FORMS IS NO DEROGATION OF THESE TERMS. DEROGATIONS OR SPECIAL CONDITION (IF ANY) MUST BE AGREED IN WRITING. THE FOLLOWING “TERMS AND CONDITIONS OF SALE” CANCEL AND SUPERSEDE ALL FORMER EDITIONS.

1 OFFERS AND ORDERS

1.1 Our offers always are not binding and are valid “subject to prior sale” (as to quantities, quality, prices, delivery terms) unless their expiration date and/or other binding specifications are agreed in writing.
1.2 All orders which anyhow reach us are tacitly accepted by us, subject to the present “Terms and Conditions of Sale”, unless we expressely state to renounce the orders themselves. In the event of particular orders, in our judgement, we may send, to the Byuer, a formal and explicit “Order Acknoledgement”.
1.3 At the time of the order, the Buyer must clearly specify the articles ordered, their identification code numbers, the quantity, the required sizes, etc., together with all order data which unequivocally identify the articles.
1.4 Weights, dimensions, drawings and other indications included in our Catalogues, Price Lists and other documents not specifically concerning particular articles, are not binding and are valid for orientation purpose only. We may alter one or more of the above mentioned characteristics in our good judgement, at any moment and without prior notice. No responsibility or liability whatsoever can be accepted by us, arising from the above alteration.
1.5 Should offers and/or supplies of goods, specially manufactured or not included in our standard current stock, be made, the Buyer is bound to buy the whole quantity transacted by us.
1.6 The minimum order requirement is 300,00 €, excluding packaging and shipping.

2 PRICES

2.1 List Prices are not binding and all goods are invoiced at net prices ruling at the date of despatch. Prices are, however, always valid “subject to prior sale” and valid for goods delivered ex our warehouse in Milano (Ex Works unless otherwise agreed and specified in writing).
2.2 Prices are excluding packing. Packing, whenever requested, is invoiced at cost and is not returnable.

3 DELIVERY TERMS

3.1 Goods are sold and delivered ex our warehouse in Milano (Ex Works), unless otherwise agreed and specified in writing.
3.2 Conveyance of goods is always effected at Buyer’s risk, even if the delivery point specified in writing, is “free Buyer’s address”. The Shipping Agent and the Carrier act as Buyer’s mandataries, even if they are selected and appointed by us.
3.3 The cost of the conveyance of goods “free Buyer’s address” is charged to the Buyer, unless otherwise specified.
3.4 Delivery dates quoted in offers and orders always are approximate and not guaranteed, even if they are given as accurately as possible and if we will do our best to comply with them. No responsibility or liability can be accepted by us arising from any delivery delay. With reference to the above clause 1.2, second paragraph, times quoted for delivery are estimated from the date of our Order Acknoledgement and/or from the date of receipt by us of all clarifications of technical details. The Buyer shall have no right to cancel the order or to suspend outstanding payments, for failure from any cause to meet any delivery time.
3.5 Furthermore, the meeting of delivery times is subject to the Buyer’s fulfilment of his obligations, particularly as to payment terms and receipt by us of possible documentation which the Buyer must forward, in due time.
3.6 Particularly, no responsibility or liability can be accepted arising from delivery delay causes by “force majeure” (war events, natural disasters and Acts of God, Acts of Authorities, fire, strikes, riots, lock-outs, disorders of transport and traffic conditions, disorders of manufacturing and trading activities, and all other accidents and/or causes beyond control). Should “force majeure” occur, we reserve the right to ourselves either to cancel the Buyer’s order or to  postpone the delivery date after the end of “force majeure” effects, in our good judgement.

4 DELIVERY AND CONVEYANCE

4.1 At the time of the order, the Buyer must specify the preferred means of forwarding (post-parcel, airfreight, by rail, by truck, etc.).
4.2 If the Buyer does not specify the preferred means of forwarding, we will decide the best way, in our good judgement, according to saving criteria, without taking in account possible urgency criteria. We guarantee, however, the best possible promptness.
4.3 We will take out insurance of goods on behalf of the Buyer only, upon an explicit request. The premium will be charged to the Buyer.

5 PAYMENT TERMS

5.1 Payment terms are fixed at the time of the presentation of our offer and are confirmed at the time of the order, except for the case of a new business relationship: in this case the payment terms have to be considered “payment in advance by wire transfer”
5.2 The non fulfilment of payment terms by the Buyer entitles us to suspend every outstanding delivery, to refuse every further order and to take all necessary further steps to safeguard our rights, case by case.
5.3 All payments must be effected always at our Domicile in Milano, as to the legal effects.
5.4 It is expressely understood and accepted by the Buyer that supplied goods remain our exclusive property until their payment is completely fulfilled.

6 GUARANTEES, COMPLAINTS AND LIABILITY
6.1 The Buyer must inspect the goods immediately on arrival (as to weight, quantity, type of articles, apparent quality, etc.) and if the Buyer fails to give written notice, within the period o 8  (eight) days after the demonstrated arrival date, that the goods are of poor quality, damaged, short or do not comply with the order, then the goods shall be deemed in all respects in accordance with the order and accepted by the Buyer. The complaints must reach us, in writing, within the above indicated period of time and, however, not later than 15 ( fifteen ) days after the date of forwarding.
6.2 In case of complaints the Buyer will have to demonstrate that the goods were stored in a proper manner in order to not cause malfunctioning and / or material breach. 6.3 In the event of goods proving defective or returnable because of special reasons, our obligation and liability are limited either to solely replace the goods (ex our warehouse in Milano) or to credit the Buyer with the invoiced amount. No further responsibility and/or liability whatsoever can be accepted, for possible damages and/or other past, present of future burdens. 6.4 Goods proving defective of returnable must be forwarded back to our warehouse in Milano only upon our explicit authorization and must arrive at our warehouse free of any cost. We will not accept unauthorized returns of goods, for any reason whatsoever.
6.5 The replacement of goods or the credit note will be effected only after the receipt, by us of  the returned goods. 6.6 No responsibility or liability can be accepted arising from any effect whatsoever of unsuitable or wrong use (technically or legally) of the products supplied by us.
6.7 The presentation or the existence of complaints do not entitle the Buyer to suspend or withhold due payments.

7. BURDENS AND CHARGES

7.1 Every duty, tax or every past, present or future burden whatsoever, concerning invoices, notes, lists, bills, or other documents concerning the supply of goods is understood to be at Buyers’ charge.

8. LAW APPLICABLE

8.1 All contracts originating from our offers and our supplies are deemed to be entered into in Italy and shall be governed and construed in accordance with Italian Law. Every dispute no friendly settled will be referred and subject to the jurisdiction of the Law-Court of Milano.

9. PROHIBITIONS

9.1 The reproduction and/or the use of drawings, schedules, photographs, pictures, texts, etc., included in our catalogues, price-lists, brochures, offers, etc., not concerning our offers or supplies or not expressely and beforehand authorized by us, are strictly forbidden. We reserve to ourselves the right of taking all steps to safeguard our rights and interests.

WARNING!
At the time of the order, please specify always the identification
code numbers of the required articles. Weights, sizes and dimensions
indications are valid for orientation purpose. The present
“Terms and Conditions of Sale” cancel and supersede all former editions.

Milano, September 2008