General terms and conditions of sale
These “General Terms and Conditions of Sale” govern all sales of materials sold by FIT ART. Any terms and conditions of purchase from the Purchaser of the materials (“Buyer”) are expressly excluded. Due to the technical aspects of the Seller’s products, purchasers are required to be professionals operating in the field of housing or office construction, interior fittings or decoration. The Seller may, upon request, require the Buyer to provide proof of its status as a professional trader (e.g. official company or trader registrations issued, etc.).
A purchase order shall only be accepted upon a written confirmation by the Seller. The Buyer shall verify that the Seller’s confirmation of its purchase order is in conformity with the issued order. The Seller may, prior to formation of the sales agreement, revise at any time without notice its price-list and product reference catalogues. Purchase orders issued may only be cancelled with the written consent of the Seller. The terms of the sales agreement (“Agreement”) between the Buyer and the Seller shall be determined pursuant to these General Terms and Conditions and the applicable price-list and product reference catalogues communicated by the Seller. All particular terms of sale must be set forth pursuant to a writing and clearly expressed as particular terms, and must be signed by a duly authorized representative of the Seller. Under no circumstances shall silence or inactivity on the part of the Seller be deemed acceptance of an agreement or acceptance of any particular or modified term under the sale.
Payment under this Agreement shall be made immediately upon receipt of the sales invoice unless stated differently in the Seller’s sale invoice. Unless otherwise directed by the Seller, payment shall be sent to the bank account and address shown on the invoice. All payments shall be made in Euros or in such other currency as the Seller and the Buyer may agree in some particular cases. Payment amounts specified are net amounts due.
Payments must be made without any deduction, set-off or withholding of any nature. Prior to delivery, the Seller may, upon giving notice, require the Buyer to ensure payment by an irrevocable and confirmed letter of credit issued by a commercial bank chosen by the Seller.
Upon such notice, the Buyer agrees to arrange immediately for its letter of credit issuer to open an account in favour of the Seller or its bank and furnish proof of the of the opened documentary credit. In the event of any failure to make payment leading the Seller to start legal proceedings for the recovery, the Buyer undertakes to pay the Seller in full for all expenses, including attorney’s fees, incurred in connection with any such proceedings.
Unless otherwise specified by the Seller, sales of materials shall be made ex-works. Risks of loss and damages thereto will pass to the Buyer and the responsibility of the Seller shall cease immediately upon delivery of the ordered materials ex-works. All delivery dates indicated pursuant to the purchase order confirmation, price-lists or separate agreement are only approximate and do not include shipment time (unless otherwise indicated).
The Seller shall not be liable for late deliveries. The Buyer shall under all circumstances take out full insurance coverage against loss or damage of the sold materials during shipment. At the reception of the delivered materials by the carrier, the Buyer or his agent shall immediately verify that the number of packages and the shipment numbers on the packages and shipping documents correspond and that the arrival conditions of the packages is satisfactory.
If there is any sign of improper delivery or damaged packaging, the Buyer or his agent must note with precision all observed reserves on the delivery receipt and retain a copy of it. Within 48 hours thereafter, a registered mail letter must be addressed to the carrier describing and estimating the loss. A copy of this letter should be addressed to the Seller, too, for the record.
Title of ownership in the sold materials shall remain in the Seller until the price therefore has been fully paid and, in the event of payment default, the materials in the possessions of the Buyer, for which the price has not been fully paid, may be fully repossessed by Seller and disposed of in accordance with any applicable law. The Buyer undertakes to mark and separate individually all product articles delivered which remain unpaid in any portion. The Buyer shall not resale, transform nor incorporate these unpaid articles into other products.
The Buyer undertakes to register, file, record or more generally make all the formalities necessary under the applicable laws to ensure the validity and enforceability of this reservation of title clause. Until such time as title shall pass in accordance with this Agreement, the Buyer shall not pledge the materials or allow any lien to arise thereon, nor deal with or dispose of the materials.
In case of transformation of the material delivered and not paid, or incorporation, inclusion or mixing of the materials into or with any other product, the Seller shall be entitled to exercise its rights under this clause, notwithstanding such transformation, inclusion or mixing. If any of the products into which the unpaid materials have been incorporated are sold by the Buyer, the Seller shall be deemed co-owner of the products sold, up to the price of the unpaid materials.
No liability shall result from delay or failure in performance of any of the obligations of the Seller or the Buyer caused by act of God, fire, flood, war, accident, strike or labour trouble or shortage, inability to obtain raw materials, equipment or transportation, or any other circumstances beyond the parties’ control.
Upon receipt, the Buyer shall promptly examine the delivered goods for non-conformity. All claims of whatever nature shall be waived unless all ascertainable manufacturing defects are stated in writing in detail and received by the Seller within 8 (eight) days from delivery. The Seller shall in no event be liable for any indirect, incidental, special or consequential damages arising out of or related to the sale or use of its products, whether or not the Seller has advance notice of the possibility of damages.
Delivered materials cannot be returned by the Buyer. Any sale of materials made under delivery conditions other than ex-works shall be specified under the particular terms of sale. If the Buyer refuses to receive a given shipment in whole or in part under the terms set forth in the Agreement, or, upon failure by the Buyer to fulfil any of the provisions of the Agreement - including failure to make payment when due - the Seller may, in addition to any other remedies hereunder or at law, by written notice to the Buyer, declare the Agreement terminated and termination will become effective beginning from the date of notice, as specified in the article below.
Items designed and assembled by the Seller are reliable, from a qualitative point of view, provided that all use and maintenance of the articles are performed in accordance with the specifications contained in reference catalogues and in accordance with all proper installation requirements and standards pursuant to the Seller instructions and construction industry practice. The quality of all raw materials such as aluminium and/or steel is subject exclusively to the warranty of the manufacturer.
The Seller may without notice modify its General Terms and Conditions of Sale. Upon notification of the new terms and conditions to the Buyer, any pending offers issued by the Seller shall be automatically revoked. The new terms and conditions of sale shall substitute and replace any existing terms and conditions of sale if accepted by the Buyer. Acceptance is implied where the Buyer issues no written objections to the Seller, concerning the new terms, within 30 (thirty) days upon receipt of notice, or where the Buyer presents purchase orders after having been duly notified the new conditions of sale.
All notices shall be made in writing and shall be deemed to have been properly given if sent by registered mail with return receipt requested, facsimile or by hand delivery to any authorized agents at the most recent known address of the party.
Any and all claims arising under this Agreement or concerning its terms and conditions against the Seller shall be subject to the exclusive jurisdiction of the Court of Turin for all kind of problems and/or purposes. The validity, construction and performance of this Agreement and these terms and conditions shall be governed by and interpreted in accordance with the provisions of Italian law applicable in relation to the international sale of goods.
The Buyer acknowledges receipt and has reviewed these General Terms and Conditions of Sale, price-lists and product reference catalogues of the Seller. The Buyer hereby accepts all provisions contained therein. Any terms and conditions of purchase which the Buyer may have issued are expressly excluded. The foregoing terms and conditions shall prevail over and notwithstanding any exclusion of the Seller’s general terms that may be stated in any conditions of purchase document issued by the Buyer.