| ARTICLE 1 - CONTRACT PROVISIONS |
1.1 The present general conditions, exception made for any written derogation, shall regulate all present and future contracts of sale between the parties. Any general conditions of the purchaser shall not apply for any relationship between the parties if not expressly accepted in writing. Nevertheless, in this case, exception made for any written derogation, the general conditions of the purchaser shall not prejudice the efficacy of the present general conditions and shall have to be coordinated there-with. 1.2 The reference that may be made for commercial terms (Ex Factory, FO8, CIF, etc.) is understood to be made to the lncoterms of the international Chamber of Commerce in the text in force at the moment of entering the contract. 1.3 All contracts of sale between the parties as well as the present general conditions, shall be governed by the Italian law and in particular by the Uniform Law on international sale of goods, ratified by the Law 0121.6.1971, as well as the Uniform Law on the formation of contracts for the international sale of goods ratified on the same day. Any derogation or reference made by the parties for specific articles of the Italian law do not imply an exclusion of the enforcement of the Uniform Laws here above, for the extent of their accordance with the contractual discipline.
1.4 The adhesion to the present general conditions, as well as all subsequent contracts and behavior of the parties regulated hereby, if not otherwise agreed upon in writing, do not imply the granting to the purchaser of any exclusive right, the existence of any distributorship relation, commission or mandate, with or without agency, nor the granting to the purchaser of the right for use, in any form, the trade-marks or distinctive signs of the purchaser. |
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| ARTICLE 2 – EXECUTION AND OBJECT OF THE CONTRACT |
2.1 No offer made by agents, representatives and commercial intermediaries of the seller shall be binding on the seller if not confirmed by the seller itself. 2.2 During negotiations, the mere sending of the present general conditions shall not imply the acceptance of any other; nevertheless the general conditions substitute and cancel any general conditions priorly proposed by one not the parties. 2.3 The sending by the seller of a pricelist or descriptive material of the product not expressly bearing the diction "offer" or an equivalent one, shall not be considered as a proposal. The diction "not binding" "if available" or similar ones inserted by the seller in an offer shall not bind the seller to the terms of the offer even in case of acceptance of said offer by the purchaser, exception made for subsequent written confirmation or conformable execution by the seller itself. The seller's offer shall be considered firm or irrevocable only if qualified as such in writing by the seller itself and if containing a validity term of the clause. 2.4 The acceptance of the contract by the purchaser, however effected, shall involve its adhesion for the present general conditions. in case the seller issues an order confirmation, even after the entering to the contract, it shall be presumed that the terms of the contract correspond to the terms of the order confirmation, excepting if the purchaser immediately communicates in writing the differences thereof. 2.5 The acceptance, with no expressed reserves by the purchaser, of non conformable products for type or quantity shipped at terms different from those contained in the purchaser's request, shall imply acceptance by the latter of both the supply and the conditions proposed by the seller. The reserves here above (even lf formulated as specifications or rectifications of the delivery conditions) shall have no force if not given in writing by the purchaser, immediately after receiving the merchandise.
2.6 In case the seller has applied to a factoring or credit insurance company, the contract shall be subject to the condition of total approval by the said companies. in case said companies accept to cover the commercial risk only for a part of the order, the contract shall be reduced to the part of the order which has been covered. 2.7 All recordings or transcriptions requested by the state of each party or in the country of destination of the goods, in order to give full efficacy to the contracts governed by the general conditions here above or for one of their clauses, shall have to be carried out by the purchaser at its own care and charge. |
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| ARTCLE 3 - SAMPLES |
3.1 it is agreed that weights, dimensions, capacities, prices, performances, colors and other data contained in catalogues, prospects, circulars, advertisement, illustrations, price-lists or other illustrative seller's documents, as well as the characteristics of samples and models sent by the seller for the purchaser, shall all constitute an approximate guide only. These data shall have binding value only if expressly mentioned as binding in the offer or in the written acceptance of the seller.
3.2 Unless otherwise agreed upon in writing, in case the offer or the acceptance of the purchaser refers to a sample offered by the seller, the latter shall be deemed committed to the characteristics of the sample only within the limits indicated in art. 3.1. 3.3 In case the seller refers his supply to a sample given by the purchaser, the seller shall be deemed responsible - unless otherwise agreed upon in writing - for the compliance of its services (within the limits set forth in art. 3. 1.) Only with the apparent characteristics of the sample. |
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| ARTICLE 4- GUARANTEE |
4.1 Save as in this general conditions expressed and unless otherwise agreed upon in writing from time for time, the seller shall guarantee the conformity of the supplied products to what expressly agreed. The guarantee for defects shall be limited to the defects of products deriving from defects in material or manufacturing attributable to the seller and shall not be valid in absence of the purchaser's proof of its correct use, maintenance and conservation and of no modification or repair for the products without the seller's consent. 4.2 The guarantee shall have a limited duration of six months, beginning from the date of delivery and shall be subject to the regular denunciation made by the purchaser according lo the following article, as well as the written request for the seller to carry out a guarantee intervention. in order to comply with the request here above, the seller shall be committed (at its own option), within a reasonable period of time according for the extent of the claim, alternatively: a) to supply the purchaser with products of the same kind and quantity of those proved defective or not in compliance with the agreement, free of charge and ex factory. in this case, the seller shall have the right to demand, at the expenses of the purchaser, the refund of the defective goods, which become is own property; b) to repair, at its own expenses, the defective product or modify the product not in compliance with the agreement, carrying out said operation where the products are located or in its own factory. for these cases, all costs relating to the transportation of the products shall be at the purchaser's charge; c) To pay compensation for damages to the purchaser by crediting the purchaser an amount equal to the cost of repairing or modifying the products in its own factory; d) to declare in writing the termination of the contract, offering to refund the price paid against the return of the supplied products. Excepting fraud or serious fault of the seller, any compensation for the damages to the purchaser shall not exceed the invoiced price of the claimed products. 4.3 The guarantee here above shall absorb and substitute the legal guarantee for defects and lack of compliance and exclude any other seller's responsibility, however originated by the supplied products; in particular, the purchaser shall have no right to put forth any other claim for damages, reduction of the price or resolution of the contract. Upon the expiry of the guarantee, no request can be mode to the seller. |
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| ARTICLE 5 - CLAIMS |
5.1 The provisions of the Law of 21 .6.1971, mentioned in art. 1 still remaining in force: a) all claims regarding quantity, weight, total tare, color, or quality defects or lack of compliance, the purchaser could notice at the moment of receiving the merchandise, shall have to be carried out by the purchaser within a short time from the moment the goods reached their destination, however, under penalty of forfeiture, not beyond 15 days From said moment; b) all defects or hidden lack of compliance (more precisely all non-notable defects on the basis of the verification demanded to the seller by law and by the paragraph here above) shall have to be denounced within a short time from their discovery and, however, under penalty of forfeiture, not beyond 6 months from the date of delivery. 5.2 All claims shall be put forward by means of a registered better addressed to the seller and shall have to indicate in detail all noticed defects or lack of compliance. Furthermore, they shall contain a cost estimation for repair or modification of the products on the spot, whenever possible. In absence of the requisites here above, no claim shall be effective.5.3 Should the claim be found groundless, the purchaser shall have to refund the seller with all the expenses made for ascertainment (trips, appraisals, etc) the purchaser shall have the same duty, should the claim result only partially grounded, up to a percentage not higher than 30% of the claim originally made. 5.4 All claims regarding defects noticed on the pieces of a supply do not invalidate the supply itself; however, they are limited to those pieces which turned out to be defective.
5.5 Any pieces acknowledged as failing to comply with the terms of supply are taken back and replaced with an equal number of regular pieces. The liabilities of the seller are thus fulfilled. He does not have to shoulder any more burdens, since the seller is not bound to pay compensation for any direct or indirect damages occurred to the purchaser in using or not using the defective material. |
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| ARTICLE 6 – MANUFACTURER'S RESPONSIBILITY |
6.1 Being stated that, as far as the characteristics of the products are concerned, the seller shall follow the laws and technical rules in force in Italy, the purchaser shall assume the whole risk of any difference between the Italian provisions and the provisions of the country of destination of the products, holding the seller harmless. 6.2 The seller shall be responsible for damages to both persons and properties caused by the products said only if its serious negligence in manufacturing the products here above is proved; in no case shall the seller be deemed responsible for indirect or consequential damages, loss of production or lack of profit. 6.3 Exception made for the provisions here above, the purchaser shall hold the seller harmless in case of third parties' actions based on responsibilities originated by the products sold to the purchaser and shall pay compensation for the damages resulting from such actions. The seller shall have the right to involve the purchaser who, for its part, shall take all necessary steps to intervene in any legal action brought by third parties in connection with the products there above.
6.4 The firing process at 1200°C makes it possible to achieve positive qualities such as mechanical strength and resistance to chemical attack, but also causes inevitable tough light differences in size and color shades. The purchaser shall therefore allow and accept differences in size, if any, in comparison with the normal size shown in the packaging of ± 2%, with a maximum of 5 mm, for pressed material (EN 176, 177 and 178 rules, former DIN 18155 rules). These dimensional differences, With regard to the nominal size stated, are completely unrelated with size and flatness tolerances among the pieces of one lot, which the purchaser can not declare to ignore and for which reference is made to the above mentioned rules. Due to differences in chromatic shades, the colors of the samples shall be regarded as merely indicative, so as light differences, if any, in the color shade among the pieces of one lot shall be accepted by the purchaser, provided that they do not thoroughly change in general look at the tiled surface.
6.5 Information of the choice of qualities and sizes, as well as technical remarks about material fixing and operation of the plants where the products are to be used, though accounting for the best of our knowledge, are always supplied without any responsibility. 6.6 All technical data supplied account for approximate but reliable averages, subject to the usual tolerances provided for by the international rules. |
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| ARTICI.E 7 - DELIVERY |
7.1 lf not otherwise agreed upon in writing, any sale shall be deemed to be Ex Factory even if expressly agreed upon that the shipment (or part of it) shall be effected by the seller. In this case, the Latter shall act as mandatory of the purchaser, being agreed that the transportation shall be done at the risk and charge of the purchaser. 7.2 lf the delivery date is not expressly agreed upon between the parities, the seller shall have to supply the products within 180 days from the entering of the contract and however, not before 15 days from the receipt of any processing instructions and technical data necessary for manufacturing the products, as well as of the advance payments or letter of credit as agreed upon. 7.3 In case of delayed delivery, the purchaser shall have the right to cancel the undelivered part of the order only after giving notice thereof to the seller by means of a registered letter with return receipt and after having granted the seller a period of 15 working days beginning from the receipt of such notice, within which the seller shall have the possibility of delivering the products specified in the solicitation and not yet delivered. However, any responsibility far damages caused by delayor lack of delivery, either total or partial, shall be excluded. 7.4 11 If not otherwise agreed upon, the Ex Factory delivery of the products shall take place by means of written notice thereof (even by telex) to the purchaser that the products are at his disposal; the purchaser shall have a period of time of 15 days from the sending of such notice to take delivery of the products. 7.5 Should the purchaser not take delivery of the merchandise within the terms set forth in the paragraph here above, the purchaser shall have to reimburse all storage charges to the seller fixed in a lump sum equal to 0.50 per cent of the amount of the invoice concerning said products for each week of delay. Furthermore, upon the expiry of a 30 days term, the seller shall have the right to sell the products on behalf of the purchaser, at any price, deducting from the return the whole amount due (regardless to the payment terms agreed upon), as well as any expenses borne thereof.
7.6 The delivery terms, whenever stated as number of days, refer to working days. The delivery terms run from the days on which the order sent to the seller is executed in every respect.
7.7 The recipient of the goods commits himself to communicate in writing to Laminam S.p.A. the missing delivery in the vicinity of the destination place pointed out in the transport document that is, the delivery of the same goods in a different place from the one indicated in the transport document within 3 (three) days following to the anticipated date of delivery, through dispatch, mail, fax, e-mail or with any other mean of appropriate declaration and copy of the transport document undersigned. Afterwards the receiving of the foretell documentation, Laminam S.p.A. will handle the regularization of the of the issued invoices with the VAT ex DPR n. 600/1973.
Needless to say, the recipient of the goods commits himself to make Laminam S.p.A. uninjured for taxes, extra taxes, affairs and sanctions of any kind, besides the legal expenses, in the case of debits effected by the financial administration in his name consequential from such missed communication in writing.
The recipient of the goods, after having taken notes of the communication that Laminam S.p.A will request to undersign to the vector, will also commits himself to communicate to the same vector every change or modification of the goods destination.
The nonfulfilment of the aforesaid obligation will involve the debit from Laminam S.p.A. to the recipient of the goods of possible taxes, extra taxes, affairs and sanctions of any kind, as well as for the legal burdens, in case of administration reliefs due to the lack of such communication. |
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| ARTICLE 8 - PAYMENT |
8.1 Unless otherwise agreed upon in writing, payment shall be made, contextually with the delivery, to the bank indicated by the seller. In case of payment by letter of credit, it shall have to be opened within a short time from the entering of the contract in the easiest form and in accordance with the provisions of the contract and shall have to be irrevocable and confirmed by a leading Italian bank. Any payment made to agents, representatives or commercial intermediaries to the seller shall not be deemed to have been carried out until the relevant sums are collected by the seller.
8.2 Any delay or irregularity in the payment shall grant the seller the right to suspend deliveries or to terminate the outstanding contracts even if not relevant to the payments at issue, as well as the right to claim damages. however, the seller shall have the right, beginning from the maturity of the payment, with no need for any intimation to pay, to obtain interests far delayed payment corresponding to the discount rate of the country of the seller increased by 5 points.
8.3 The purchaser shall be bound to fulfill his obligations of entire payment even in case of claims or controversy. In case of disputed amounts, the purchaser may, at his option, deposit the sums object of the controversy in a bank in the country of the seller until the controversy has been settled binding the bank to transfer said sums to the seller should the controversy be settled in its favour. No compensation with any credit however arisen towards the seller shall be accepted. |
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| ARTICLE 9 - RESERVATION OF TITLE |
| 9.1 Should the payment be made - in whole or in part - after the delivery, the delivered products remain property of the seller until the payment obligations have been entirely fulfilled, within the limits of the law of the country where said products are Located. 9.2 The purchaser shall have the obligation to take all necessary steps to constitute, in the country where the products ere located, a valid property reservation in the most extensive form permitted or to create a similar form of guarantee in favor of the seller. |
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| ARTICLE 10 - FORCE MAJEURE |
| 10.1 Should fires, collapses, floods, lack of supplies, transportation difficulties, strikes, lock-outs or any events beyond control of the respective parties hinder or sensibly reduce the production in the factories of the seller, or prevent the transportations between the seller's factory and the place of destination of the products, the injured party shall have the right to obtain a prorogation of the delivery or collection terms of the products of 45 days, provided that timely notice of such event of force majeure is given to the other party. The Prorogation terms may the extended in the most critical cases to 90 days. 10,2 Upon expiry of the terms here above in the continuance of the event of force majeure, the other party shall have the right to terminate the contract by giving written notice thereof to the defaulting party by registered letter with return receipt. The defaulting party shall in this case have no obligation to pay damages. 10.3 Should the fulfillment of the seller's commitments, owing to any reason unforeseeable by an entrepreneur of the field with normal experience, have become - before their fulfillment excessively onerous compared with the contractual obligation originally agreed upon, such as to modify the ratio by over 20 per cent, the seller itself shall have the right lo request a revision of the contractual conditions or, tailing such revision, To terminate the contract. In case of termination, all expenses borne by the purchaser for terminating the contract, shall have to be reimbursed to the purchaser. |
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| ARTICLE 11 - ASSIGNEMENT OF THE CONTRACT |
| 11.1 The purchaser shall have no right to assign his position in the contract or in individual binding relationships deriving from the contract without the written seller's consent thereof. The purchaser remains, however, jointly and severally responsible with the assignee for the assigned obligations. |
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| ARTICLE 12 - INTERPRETATION, MODIFICATION, INVALID CLAUSES |
12.1 The Italian text of the present general conditions shall be the only authentic text for the interpretation thereof. 12.2 Any exhibit or preamble shall be considered part of the contracts they refer to. Any reference made to price list, general conditions or other material either by the seller or by third parties, shall be deemed made to the documents in force at the moment of said reference, unless otherwise specified. All correspondent texts previously in force between the parties shall have to be considered cancelled. 12.3 The declarations made or the behavior held by the parties during the execution of the contract may contribute to the interpretation only of the contract they refer to and only where they do not contrast with the present general conditions or with the written agreements made by the parties at the time of entering the contract at issue. 12.4 Excepting the provisions set forth in articles 2.4. and 2.5., any modification or integration made by the parties to the contracts in connection with the present general conditions, shall de void unless set forth in writing. Any derogations to one or more dispositions of the present general conditions shall not be interpreted extensively or for analogy and shall not imply the will to disregard all present general conditions. 12.5 Unless otherwise agreed upon in writing, no variation to the contractual conditions between the parties shall constitute novation of the contract. 12.6 in case of invalidity or ineffective contractual provisions, the whole contract shall have to be integrated and interpreted as containing all the clauses that allow reaching, in compliance with the law, the essential aim pursued by the agreement containing the provisions here above. |
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| ARTICLE 13 - COMPETENT JURISDICTION |
| 13.1 Any dispute relating to or however in connection with the contrast governed by the present general conditions shall be settled by the seller's court as the exclusive competent jurisdiction. The seller shall however have the right to take action by the Purchaser's Court. |
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| ARTICLE 14- PARTICULAR CONDITIONS OF SALE |
| PALLET: they will be charged according to the market cost. |
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| PACKING: |
| the number of boxes for each pallet is indicative, since it can slightly increase or decrease according to storage requirements. Each product delivered in quantities less than one full pallet will de subject to a specific price increase. |
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| SORTING GRADE: |
| orders for 2nd and 3rd sorting grade are accepted in relation with the actual availability or the Company's production yield. |
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| PAYMENT: |
| direct remittance 1% discount, unless otherwise agreed upon. |
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| ARTICLE 15- TECHNICAL CHARACTERISTICS OF PRODUCTS |
| Please refer to technical characteristic information printed on catalogues and brochures for each specific line. |
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