I.L.C.A. Srl Società Unipersonale (below named as «the seller»), has as its corporate purpose: the construction and sale of bedframes and structures for beds, flat and reclining ones, space-saving version and accessories for furniture and shipbuilding industry, marketing of mattresses and similar. In this document. the seller indicates its sale conditions, which are of a general nature inasmuch as they are reported, unless otherwise established by the seller, to each order sent to it by any person, also called «buyer».
The execution of orders forwarded to the seller implies acceptance of these general sale conditions, which form an integral part of the agreements reached between the parties.
The order must be considered as a contract proposal for the purchaser, who renounces his general purchasing conditions considered both individually and as a whole.
1. PRICES AND PAYMENT METHODS
The consideration for the goods that are the subject of each order is identified, unless otherwise indicated by the seller, in the order confirmation, based on the price lists of the same seller, both for the general price list and for the price list personalized items.
Unless otherwise indicated, the prices indicated in the order are for goods delivered ex-works, excluding VAT. Unless otherwise indicated, the costs related to the supply (subsequent and supplementary services, VAT, registration fees and in general all the costs related to the sale) shall be borne by the Purchaser.
Payments will take place in the manner and on the time from time to time agreed or agreed in the personalized price lists or in the order confirmation; in the absence of a specific agreement, payments will be made by bank transfer upon receipt of the order confirmation on the current account held by the seller in order to put the order into operation.
In the event of delay in payment with respect to the agreed date, the purchaser may be required to pay interest on the late payment equal to the interest rate of the main instrument of refinancing of the European Central Bank, plus seven percentage points, pursuant to article 4 of the legislative decree n. 231 of 9 October 2002.
In the case of payment by bank transfer or swift, the amount received must not have been any discounted by the bank of the buyer: if the amounts received are reduced by costs and / or expenses charged to the seller, the payment may be considered as partial.
In case of extra-EU payments, the buyer will bear all the bank charges that will be incurred in the transaction between the parties, subject to specific agreements concluded at the time of the order proposal. No amount can be unilaterally withheld from payment even in the presence of a dispute between the parties; any compensation on current payments will be allowed only with the seller’s authorization.
In the event that the seller agreements discounts for short-term payments, the right to such discounts will expire if the payment is not made within the agreed deadline as above.
Failure to pay by the agreed deadline gives the seller the right to be dissolved by further delivery commitments.
I.L.C.A. reserves the right to vary price lists with written notice, in the event of deviations equal to or greater than 5% of the cost of ferrous raw materials or wood or packaging used or in the case of supply of additional services, equipment or accessories not expressly mentioned in the price list.
The buyer will communicate his requests to the seller through written orders that will be confirmed by the seller I.L.C.A.
in writing, except for lack of technical clarifications and stamp and signature of authorization on the drawings, where these are necessary for the execution of the orders. Telephone orders will not be accepted; in addition to the article code, the measures and the model of the ordered item must also be specified, including the height at the bedframe level, if provided for feet, or confirmed items, as well as all the accessories composing composite items such as spacesaving items.
The order is binding for the buyer. It will instead be considered final for the seller only if expressly accepted in writing, with the exception of delivery terms, which will only be indicative. However, the seller retains the right, even after confirmation, to cancel the execution of the supply within 5 days of acceptance, except for requests for evasion in lower terms and on condition that payment is made in advance.
The delivery time, calculated in working days, begins when the seller receives all the technical information necessary to start production of the supply, provided that the payment has been made, unless otherwise agreed, as provided for in Article 1.
For «oversized» orders, the buyer assumes full responsibility for the request.
The seller reserves the right to make any technical changes, aimed at improvements of the product supplied on sampling supply and with the prior written approval of the Purchaser.
The ownership of all the drawings provided to the purchaser for the evaluation of the product is reserved to the seller I.L.C.A. Srl, with prohibition of reproduction and distribution to third parties, even partial of the same.
3. EFFECTS OF THE ORDER CONFIRMATION
With the submission of the order confirmation, the sales contract is concluded; therefore, any request to change the contractual conditions or withdrawal from the contract is to be agreed between the parties.
In the event that the purchaser fails to make the payments within the terms indicated in Article 1, the delivery terms will be automatically postponed and will resume their normal course at the time of payment of the amount discovered, without prejudice to the faculty, for the seller, to consider the order cancelled and the contract terminated, in whole or in part.
4. TERMS OF DELIVERY, TRANSPORTATION AND VICES
The delivery time indicated on the order confirmations is to be considered indicative.
Delays due to force majeure do not give the right to compensation for damages or cancellation of the order.
Delivery is the responsibility of the purchaser or of the carriers designated by him, unless otherwise agreed. Any delivery by I.L.C.A. it does not imply the renunciation of the expenses for the delivery itself.
In the case of defects on the material supplied, the seller I.L.C.A. proceeds with the replacement or repair of the same after verification at the seller’s premises with goods rendered in view with transport to be borne by the buyer. No reimbursement of expenses is recognized, except for guarantees provided by contract.
Any complaints must be made at the time of delivery or within 8 days of receipt of goods; in any case such claims do not entitle the Purchaser to suspend payments. After this deadline the complaints will not be taken into consideration.
ILCA srl declines all responsibility in the event that the goods have been stored in places not compliant with its nature and with its original packaging or if the malfunction is due to prolonged non-use over time, incorrect or negligent handling, incorrect assembly or modifications inadequate.
In cases of force majeure beyond the control of the seller, including but not limited to strikes of any kind, natural events or disasters, deficiency or lack of raw materials, defective production facilities of the seller, government measures or any other entity, new taxes or other types that may limit or delay the supply of raw materials or worsen the agreed conditions, and other barriers beyond the control of the seller that can make delivery temporarily impossible or too expensive, the delivery time will be extended for a period equal to the duration of the aforementioned event.
In this case, the seller will inform the buyer within a reasonable time and likely effects on the delivery obligation, without prejudice to the right to consider the order cancelled if the cause of force majeure makes it impossible to execute.
However, the seller will not be bound to pay compensation or indemnity for any direct or indirect damage due to delays in delivery.
Upon arrival, the material must be verified and checked for compliance with the order. Any difference regarding quantity, type of material supplied, or any detectable defect in the material or workmanship must be notified in writing, even by fax, within a maximum of 8 days from receipt of the goods, providing all the details for an immediate inspection. After the 8-day period has expired, the goods will be considered accepted for all purposes.
Any complaint relating to defects not detectable through a careful examination at the time of receipt (hidden defects) can be notified to the seller, with penalty of forfeiture, within 8 days from the date of discovery of the defect, at the latest within 15 days from receipt of the material. The complaint must clearly specify the detected fault and the products to which it refers.
The technical and commercial information on the company organization can not in any way be disclosed to third parties without written authorization and signed by the sole administrator, under penalty of the right for the seller I.L.C.A. srl to terminate the existing contract without any charge against him.
The purchaser is strictly forbidden to reproduce all or part of the models requested or in view.
It is also forbidden to disclose information that may allow the reproduction of such models.
6. GUARANTEE OF THE SUPPLIER
I.L.C.A. guarantees that the materials being supplied:
— will comply with the technical specifications communicated during the design phase;
— will comply with the safety regulations in force at the time of order, as well as those relating to the prevention of accidents at work and environmental protection, for the use for which they are intended;
— for items personalized according to the technical design and construction directives communicated by the purchaser, the same is required to have the supplied product verified at its own expense, in its individuality and as applied to the construction of the piece of furniture produced by the purchaser, using certification certificates for the verification of compliance with all safety and export regulations in Italy and in the country of final destination, where the goods are transported to another State. The buyer undertakes to guarantee and release the seller in relation to any claim for damages, by anyone presented or otherwise accepted by any judicial authority, which concerns defects or flaws of the piece of furniture produced by the purchaser or which derives from a fact concerning the methods of production of the piece of furniture by the purchaser or its installation in third parties;
— they will be free of defects and / or manufacturing or operating faults.
In any case, the warranty is limited to the replacement of the products recognized as faulty, with the exclusion of any other right by the buyer to requests for compensation or reimbursement of expenses for damages.
Any dispute regarding a delivery of a single individual asset will not allow the buyer to demand the withdrawal and replacement by the seller of the rest of the goods included in the order.
7. RETURN OF MATERIAL
I.L.C.A. does not accept returns of goods, either for non-compliant material, either for defective material or to work, unless previously agreed with the sales office, after an analysis of the material in view at the vendor’s office, unless otherwise agreed between the set off.
Any return of material must be authorized in advance in writing, without prejudice to the control of the material upon arrival at the company. The buyer must perfectly pack the defective material whose return has been authorized. The return must be done with delivery to the seller’s company and will be exclusively paid by the buyer, unless otherwise agreed between the parties.
8. EXCLUSIVE OF INDUSTRIAL PROPERTY AND RESERVE OF PROPERTY
The seller I.L.C.A. Srl reserves the full ownership of the patented profiles and articles, which are not allowed to be distributed or even partially reproduced. All items designed and produced by the seller, even if not protected by a patent, are considered industrial property of the seller and cannot be reproduced by third parties without the seller’s written authorization.
The ownership of the goods will remain with the seller and will not pass to the buyer until the price of the material is fully paid and received by the seller. Until the property passes to the purchaser, the seller will have the authority to resume, sell or process and / or dispose of all or part of the products; the Purchaser must keep the goods separately from goods belonging to third parties or to him / her; the buyer must store the goods separately from the material belonging to third parties or to him / her, or mark the material in a reasonably satisfactory manner to the seller indicating that the owner of the goods remains the seller.
Regardless of whether the ownership of the goods remains attributed to the seller, the risk on the goods will pass to the Purchaser at the time of delivery.
9. RESOLUTION FROM THE CONTRACT
I.L.C.A. may terminate the contract without notice and by written declaration in the event of:
— start of an action or proceeding for the liquidation of the Buyer;
— interruption or suspension of the Purchaser’s production activity;
— underwriting the Buyer to a bankruptcy procedure;
— notice in writing by the Purchaser that he is unable to meet his obligations in the time and manner established by this Contract or by individual orders.
In the event of non-compliance, even partial, of the special and / or general conditions envisaged for sale, as well as in the event of non-payment under the terms of these conditions or those otherwise agreed or in the event of a subsequent failure or reduction of the solvency guarantees ‘buyer or, more generally, its economic position, the seller will have the right, at its sole discretion, to suspend or cancel the current order (s), except the right to compensation for damages suffered.
10. APPLICABLE LAW AND DISPUTES:
The agreement between the buyer and the seller will be governed exclusively by Italian law.
The parties agree to refer to the provisions of the law in force for what is not expressly agreed.
All disputes arising from the contract or relating to these general conditions will be subject to the exclusive jurisdiction of the Court of Treviso, Italy.
11. GENERAL PROVISIONS:
Any exceptions or additional conditions will be valid only if agreed in writing. Any behaviour, even repeated, of one of the two parts not corresponding to one of the present conditions can not in any way prejudice the right of the other party to request, at any time, the application of the same.
All communications between the Parties will be considered valid if they arrive at the following addresses and addresses:
THE CA. Srl Via 1 ° Maggio, 8 Loc. Calderano 31018 Gaiarine (TV) Tel. +39 0434 767575, Fax +39 0434 76310, PEC:
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Purchaser expressly declares to approve the following general conditions:
1. Prices and methods of payment; 2. Orders; 3. Effects of the order confirmation; 4. Terms of delivery, transport and defects; 6. Supplier guarantees; 8. Exclusive to industrial property and reservation of property; 9. Duration, termination and withdrawal from the contract; 10. Applicable law and disputes.