1.1 These general terms and conditions, except for any exceptions expressly agreed in writing, regulate all existing and future sales contracts between the parties. Any general conditions of the buyer will not be applicable to contracts between the parties, whether present or future, unless expressly approved in writing. In this case, unless provided with a written exception, they will not exclude the validity of these general terms and conditions with which they must be coordinated.
1.2 References to any commercial terms (Ex works, FOB destination, CIF, etc) will refer to Incoterms of the International Chamber of Commerce in force as of the time of conclusion of the agreement.
1.3 As for products intended for sale abroad, all sales contracts between the parties, including these general terms and conditions, will be regulated by Italian Law in force as of the time of conclusion of the agreement and any matters not regulated by Italian law, will be regulated by the provision of the Convention of Rome of 1980 (Rome I), as amended and approved by Regulation EC no. 593/2008 of the Parliament and EU Commission dated 17/06/2008. Any exceptions or references by the parties to specific articles of the Italian law will not entail an exclusion of the application of the above-mentioned laws as they are compatible with the contractual regulation.
1.4 The adhesion to these general terms and conditions, as well as all contracts and subsequent engagements between the parties regulated by the latter, unless otherwise agreed in writing, will not imply the conveyance of exclusive rights whatsoever in favour of the buyer, or the establishment of concessions, commissions or mandates, with our without representation rights, or the right to use any of the seller's trademarks or distinctive marks.
2.1 Offers made by agents, representatives or the seller’s sales assistants, are not binding on the seller until they are confirmed by the seller.
2.2 The receipt of these general terms and conditions does not imply the acceptance of any offers within the scope of ongoing negotiations. However, they abrogate any previous conditions proposed by one of the parties.
2.3 Any price lists or descriptive materials of products provided by the seller which does not bare the name “offer” or equivalent, cannot be considered an offer. The words “not biding”, “subject to availability” or other similar wordings, expressed by the seller in an offer will not be binding on the seller to the terms and conditions of the offer, even if the offer is approved by the buyer, unless subsequent written confirmation is provided by the seller or unless the seller proceeds according to the offer. The seller’s offer can be fixed and irrevocable only if expressed by the latter in writing as being so and a validity term of the clause is specified in the offer.
2.4 The acceptance of a contract on the part of the buyer implies the approval of these general terms and conditions. In the event that the seller issues an order confirmation, even after the conclusion of the agreement, it is presumed that the terms and conditions of the contract correspond to those of the order confirmation, unless the buyer provides written notice of any differences immediately or within the term of 8 days after receipt of the order confirmation.
2.5 Approval without any express reservation on the part of the buyer regarding products that do not conform to the type or quantity or conditions specified in the buyer's request implies the buyer’s acceptance of the supplies and conditions proposed by the seller. The above conditions (even if expressed in a form of clarifications or corrections of the supply terms and conditions) will not be valid unless provided by the buyer in writing, immediately or within the term of 8 days after receipt of the goods.
2.6 The agreement is in any case subject to the condition of full approval by the factoring firm or credit insurance firm to whom the seller turns over to. In the event that the foregoing company accepts to cover the commercial credit risk only for part of the order, the agreement will be reduced to only that part of the order that will be covered.
2.7 It is the buyer’s responsibility to proceed with all registrations and the suchlike required to validate the contracts regulated by these general terms and conditions or one of their clauses, whether they are required by Italian law, the contracting country or the country where the products are destined.
3.1 Weights, sizes, capacities, prices, performance, colours and other information contained in catalogues, lists, letters, advertising notices, illustrations, price lists or other illustrative documents of the seller, including the characteristics of samples and models provided by the latter to the buyer, all contain approximate information. This information is not binding unless expressly mentioned as such in the seller's offer or written acceptance.
3.2 Whenever the offer or acceptance by the buyer refer to a sample offered by the seller, this means that the supply is bound to the characteristics of the sample solely to the limits specified in section 3.1, unless agreed otherwise in writing.
3.3. Unless agreed otherwise in writing, if the seller refers a supply to a sample provided by the buyer, it is the seller's responsibility to ascertain the conformity of its performance to the characteristics of the sample (within the limits indicated above or in section 3.1).
4.1 Warranty for defects is always subject to defects in products resulting from defects in materials and in the manufacture attributed to the seller and does not include the case in which the buyer fails to prove to have use the product properly, including its maintenance and storage and not to have implemented any modifications, transformations or repairs without the express consent of the seller.
4.2 The warranty lasts twelve months effective as of the delivery date and is subject to the buyer’s proper notification pursuant to the following section, as well as the express written consent of the seller to carry out a repair under warranty. By virtue of the foregoing request, the seller is bound (at its own discretion) to do the following within a reasonable period depending on the severity of the claim: a) Provide the buyer (ex works free of charge) products of the same type and quantity as those defective that do not conform to the agreement. In this case the seller may require the buyer to return the defective products at the latter’s expense which becomes its property; b) Repair the defective products at its own expense or modify the products that do not conform to the agreement thereby carrying out said operations in situ or at its own premises. In this case, all costs associated with the transportation of the product must be borne by the buyer; c) Compensate the buyer for the damages, paying an amount equal to the cost of repair or modification of the product at its own premises; d) Express in writing, the termination of the agreement, offering the repayment of the price against return of the supplied products. Except for wilful misconduct or gross negligence on the part of the seller, any compensation for damages to the buyer may not exceed the invoice price of the disputed goods.
4.3 The warranty of this section shall be in lieu of any legal warranties for defects and excludes any other liability of the seller, resulting from the supplied products. In particular, the buyer may not make any other claims for damages, reduction of price or termination of contract. Once the warranty period expires, no claim can be made against the seller.
5.1 Claims for quantity, weight, total tare, colour, faults or defects in quality or non-compliance that the buyer could not detect upon receipt of the goods, must be made by the buyer within a short period from the time when the goods are received at the place of destination, and in any case, in order to be valid, by no later than 8 days for products destined for the domestic market and 15 days for products destined for the foreign market. Faults, defects or hidden non-compliance (i.e. those not identified based on the verification imposed to the buyer by law and by this section) must be reported within a short period after the discovery and in any case, in order to be valid, by no later than 8 days for products destined for the domestic market and 15 days for products destined to the foreign market. In order to be valid, the warranty for defects must be exercised by the buyer by no later than the end of 12 months from the date of delivery of the goods to the carrier, as per the transport document. After said term expires the buyer may no longer exercise the warranty. All claims must be reported within the term specified above and before using the materials; otherwise the buyer will no longer be entitled to exercise the warranty.
5.2. In order to be effective, claims must be made by registered letter addressed to the seller and must include details of the alleged defects or non-compliance.
5.3 If the claim is unfounded, the buyer shall indemnify the seller for all expenses incurred in ascertaining the defect (travels, surveys, etc.). Likewise, the buyer will be responsible if the claim is partially founded by a percentage not exceeding 30 per cent compared to the allegations originally made. 5.4 Complaints relating to defects in parts supplied do not affect the validity of the supply; however, they are limited to the parts that are found defective.
5.5 Parts that are ascertained as being no-conforming to the supply conditions are accepted for return and are replaced with an equal number of standard parts. The seller's obligation is fulfilled when the part is replaced. The seller will not be held liable for any other costs as the seller is not required to pay for direct or indirect damages whatsoever caused to the buyer that are due to the use or non-use of the defective material.
5.6 No claims will be accepted on second-class materials, including occasional lots due to calibre, differences in tone or slight superficial defects.
6.1 As far as the characteristics of the products is concerned, the seller shall comply with applicable laws and technical regulations in force in Italy while the buyer assumes full risk for any discrepancy between Italian laws and those of the country of destination of the goods thereby holding the seller harmless.
6.2 The seller is liable for damages to persons or property arising from the products sold by the seller, only in case of proven gross negligence in the manufacture of the products. Under no circumstance shall the seller be liable for indirect or consequential damages, loss of production and loss of profits.
6.3 Notwithstanding the foregoing, the buyer shall hold the seller harmless against unfounded claims by third parties on liability arising from products sold to them and shall compensate for damages arising from the claims in question. The seller may involve the buyer which in turn must take all the necessary steps to intervene in proceedings initiated by third parties.
6.4 The firing process at 1200°C allows for high quality, such as mechanical strength and resistance to chemical attack; however, this process inevitably causes, differences in size and colour tones, even if slight. Therefore, differences in calibre with respect to the nominal size indicated in the packaging (by ± 2%) are allowed and accepted for pressed materials with a maximum size of 5 mm. (Standard EN 176, 177 and 178, former standard DIN 18155). These differences in size, compared to the stated nominal size, are completely independent of the tolerance in size and flatness between the elements of a single batch, which the buyer cannot claim to ignore and for which regulations are cited accordingly. Due to differences in colour tones, the colours of the samples should be considered approximate, as well as slight differences in colour tones between the elements of a single batch which must be accepted by the buyer, provided that they do not radically alter the general appearance the tiled surface. 6.5 Information regarding the adoption of quality and sizes, technical considerations regarding the assembly of materials and plant operation where the products are used is always provided without any responsibility whatsoever. 6.6 The technical specifications provided represent averages that are approximate but reliable and are subject to common tolerances set out by international standards.
7.1 Unless agreed otherwise in writing, the sale is Ex Works, even if the shipment (or part of it) is agreed to be is prepared by the seller, in this case the latter acts as agent of the buyer, it being understood that transport costs will be borne by the latter.
7.2 If the delivery time is not expressly agreed between the parties, the seller must deliver the products within 180 days after the conclusion of the contract, but not before 15 days after receipt of any work instructions or communication of technical specifications required for the preparation of the products, or advances or letters of credit that may be agreed.
7.3 In case of delayed delivery, the buyer may cancel the undelivered portion of the order only after notifying the seller by registered letter with advice of delivery thereby expressing its intention to do so and after having given 15 business days from receipt of said notice. The seller must deliver all the products specified in the warning letter that are not yet delivered within said term. Losses caused by delay or non-delivery, whether partial or in whole, are excluded from any liability.
7.4 Unless agreed otherwise, delivery Ex Works of products is done by sending a written communication to the buyer (including e-mail, or fax) stating that the goods are available for delivery and the payment terms are effective as of that time. The buyer will have 15 days after submitting said notice to collect the goods. In any case, regardless of the collection of the goods, the seller shall be paid for the price agreed for the supplies.
7.5 Should the buyer fail to collect the products within the terms provided in the foregoing paragraph, the latter must pay the seller for costs of warehousing, agreed as a lump sum in an amount equal to 0.50 percent of the invoice amount of products for each week of delay. After 30 days, the seller is free to sell the buyer's products by any means thereby retaining the proceeds in whole or in part as a deduction of the owed price (regardless of the agreed payment terms), including borne expenses, notwithstanding the right to claim for greater losses incurred.
7.6 Delivery terms refer to working days when expressed in number of days. Delivery terms shall commence from the day in which the order received by the seller is completed in all respects.
7.7 The recipient of the goods undertakes to provide Laminam Spa a written notice regarding the non-delivery of the goods at the place of destination indicated in the transport document or about the delivery of the goods in a place other than the one indicated in the transport document. The notice must be forwarded 3 days after the scheduled delivery date by mail, fax, e-mail or by any other means and must include a proper declaration and copy of the signed transport document. Upon receipt of the above documentation, Laminam Spa shall pay the invoices with VAT pursuant to Presidential Decree no. 600/1973. It is understood between the parties that the consignee of the goods undertakes to hold Laminam Spa harmless from payment of taxes, surcharges, interest and penalties of any kind, including legal costs, in case of charges by the finance authority resulting from said non-written communication. The consignee of the goods, being aware of the communication that Laminam Spa will request for signature to the carrier, undertakes to communicate the carrier of any change or modification of the destination of the goods. Failure to comply with the above obligation will result in the charge to the consignee by Laminam Spa for any taxes, surcharges, interest and penalties of any kind, including any legal burden, in case of audits by the Administration resulting from such non-communication.
7.8 Orders regarding second class products will be accepted depending on actual warehouse availability, or within the limit of the corporate production yield.
8.1 Unless agreed otherwise in writing, the payment shall be made upon delivery at the seller's premises or at the bank indicated by the seller. The issue of drafts or acceptance of bills payable in other markets does not imply an exception of this provision. In case of payment by letter of credit, the latter must be opened shortly after the conclusion of the agreement in its simplest form and in accordance with the provisions of the agreement. Furthermore, it must be irrevocable and confirmed by a major Italian bank Any payments made to agents, representatives or sales assistants will be considered paid only when the sums are received by the seller.
8.2 Any delay or non-payment will entitle the seller to suspend deliveries or cancel existing contracts, even if not related to the payments in question and the seller is entitled to compensation of any damages. In any case, the seller has the right to charge default interest according to the rate envisaged in the Italian Legislative Decree 231/2002, effective as of the expiration date of the payment, without placing in default, including reimbursement of legal expenses, whether in court or out-of-court.
8.3 In case of delay in payment of an invoice, whether total or partial, the seller shall have the right to suspend further deliveries, even if based on other contracts, including the right to draw a bill for the amount of the overdue invoices and demand the immediate and full payment of all ordered materials or otherwise a guarantee thereof.
8.4 The buyer is bound to pay the full payment even in case of a dispute and it may not in any way suspend or delay payments at the agreed dates, demand discounts, extensions, object defaults, request the termination of the agreement, ask for reimbursements or compensation of damages, before it has fulfilled its obligations pursuant to article 1462 of the Italian Civil Code. Compensation is not admitted with any outstanding credits with respect to the seller.
9.1 Products destined for the domestic market. In the event that a payment must be made in whole or in part after delivery, the delivered products shall remain the property of the seller until the time of full payment.
9.2 Products destined for the foreign market. In the event that a payment is made, in whole or in part after delivery, the delivered products remain the property of the seller until the time of full payment to the extent permitted by the law of the country where the products are located and to this end, the buyer agrees to implement the necessary measures to include a valid retention of title, or issue a similar form of guarantee in favour of the seller.
10.1 In the event of a fire, landslide, flood, lack of supplies, disruption in transportation, strikes, lockouts or other events due to force majeure, which prevent or significantly reduce production in the seller’s facilities or block transport between the seller’s facilities and the place of destination of the goods, the contracting party will be entitled to an extension of the delivery terms or collection of goods up to 45 days (extendable to 90 days in severe cases), as long as the contracting party timely informs the other party in writing about the occurrence of the force majeure event.
10.2 If the force majeure situation persists beyond the above term, the other party may terminate the agreement by providing the defaulting party a written notice by registered letter with advice of receipt. The latter will not in this case be liable to pay compensation for damages.
10.3 If for any unforeseen reason, the seller’s obligations become excessively burdensome (prior to its execution) to a business of the sector with reasonable experience, in relation to the consideration originally agreed upon, so as to modify the agreement by more than 20 percent, the seller may request a review of the contractual terms and conditions, and failing that, terminate the agreement. However, in the latter case, the buyer must be compensated for the expenses incurred in connection with the agreement being terminated.
11.1 The buyer may not assign the agreement or any separate contracts deriving thereof without the written acceptance of the seller and even in this case, the buyer remains jointly and severally liable towards the assignee in respect of any assigned obligations.
12.1 These general terms and conditions shall be interpreted as per the Italian text.
12.2 Any preamble or exhibits constitute an integral part of the contracts to which they relate. Any reference to price lists, general conditions or other materials of the seller refers to documents in force at the time in which they are cited, unless agreed otherwise. Contracts previously in force between the parties shall be abrogated.
12.3 The statements made by the parties or their engagement in negotiations or during the execution of the agreement can only contribute to the interpretation of the agreement to which they refer, as long s they do not conflict with these general terms and conditions or with the written agreements entered into by the parties at the conclusion of the agreement in question.
12.4 Notwithstanding section 2.4 and 2.5, any changes or additions made by the parties to contracts applicable by these general terms and conditions, will be valid only if in writing. The exception to one or more provisions of these general terms and conditions shall not be interpreted extensively or by analogy and does not imply the intent to waive these terms and conditions in their entirety.
12.5 Any changes in the terms and conditions agreed between the parties do not constitute novation of the agreement, unless a contrary intention is expressed in writing.
12.6 In the event that one or more provisions of this agreement are found invalid or ineffective, the agreement as a whole shall be integrated and interpreted as if it contained all the provisions that allow to pursue the subject matter of the agreement containing the terms in question pursuant to law.
13.1 This agreement is governed by Italian law. Any disputes regarding contracts regulated by these general terms and conditions shall be submitted exclusively to an Italian Court, in particular, a court located at the seller's headquarters, even in cases of guarantee or on grounds of connected causes of action.
The customer declares to be aware of the fact that the number of boxes per package or pallet is indicative and is subject to slight variations, more or less associated with storage demands. Therefore, the customer may not raise claims on the actual amount of boxes or products contained in the packaging or ordered pallets. The pallets and packaging will be charged to the customer at market value, in addition to the price of the supply.
All quantities that are not delivered in full pallets per product shall be subject to specific price increases.
The product technical specifications are detailed in the tables published in the standard catalogue.
The product LAMINAM ON TOP consists of slabs filled with ceramic materials and depending on their type, they have a thickness of 3 mm each (Laminam 7 3+3), or 5mm for one and 3mm for the other (Laminam 5+3), with interposed support fibreglass glued with polyurethane glue and cannot be used independently by the end user without transformation or processing and assembly; the reseller or transformer that purchased the product from Laminam Spa shall be in charge for performing this operation directly or through an assignee.
Considering the length of the conventional warranty of 25 years which Laminam Spa offers to the end consumer for the product LAMINAM ON TOP sold solely in the Italian market, except for those products belonging to the “Filo” series for textures with metal surface parts (colours Silver, Gold, Copper, Bronze, Cast Iron, Mercury and the corresponding “Filo Romantico” versions) and collections with a smooth surface made through a post cooking treatment of the slab (as for example, the Glossy Collection series), for faults or defects regarding the quality of the product, it being understood faults or defects on the origin or structural defects, except for those deriving from the transformation and processing or conditions specified in the “Warranty Certificate”, the customer, whether the distributor or transformer, undertakes to do the following towards Laminam Spa, on its own behalf and on behalf of its assignees, and even in the interest of the end buyer of the product: Provide the end buyer of the product a copy of the warranty certificate along with supporting documents that include the sales order number of the product LAMINAM ON TOP given by
Laminam Spa, as well as the item code, collection name, the colour and the finishing tone; Receive any reports regarding faults and defects from the end buyer of the product LAMINAM ON TOP, and forward them to Laminam Spa, within the final term of three business days, effective as of the day after receipt of the claim, if by mail to the headquarters in 41042 Fiorano Modenese (MO), Via Ghiarola Nuova 258, Quality Division, if by fax to the number 0536/1844201, for the attention of the Quality Division, if by email to the address email@example.com, for the attention of the Quality Division;
Carry out an inspection within the final term of five business days, effective as of the day after receipt of the report and ascertain the actual existence of the alleged faults or defects, including the possible causes due to the quality of the product and its production cycle thereby informing the results to Laminam Spa within a final term of two business days, effective as of the date of the inspection; If Laminam Spa admits the warranty and provides the new materials, including the transportation up to the customer’s address (distributors or transformers), the latter, on its own behalf or on behalf of is assignees, shall dispose of the defective product, carry out the processing, transformation and assembly of the supplied product as replacement and bear any expenses or costs thereby holding Laminam Spa harmless from any liability. Failure to comply with any of the foregoing obligations on the part of the customer (whether distributor or transformer) or any of its assignees, will entitle Laminam Spa to charge costs to its own customer, including all expenses and any compensation for damages that may be liable to pay due to said failure. The latter shall issue an invoice to charge the customer and the customer shall pay the invoice by direct payment.
Matters not expressly governed by these terms and conditions shall be regulated by provisions on sales pursuant to article 1470 and subsequent articles of the Italian Civil Code.
Pursuant to articles 1341 and 1342 of the Italian Civil Code, the buyer expressly approves and agrees on the following clauses: 1 (contractual regulation), 2 (subject-matter of the agreement; conformity of the order confirmation with the agreement concluded with the buyer), 4 (warranty),5 (complaints),6 (technical standards and the manufacturer’s responsibility), 7 (delivery; payment terms; non collection and storage costs), 8 (payment),9 (reservation of title), 13 (applicable law, jurisdiction and competent court), 16 (special terms and conditions for the product Laminam On Top, obligations and responsibilities, fees to be paid by the customer, Laminam’s right for compensation, indemnity or reimbursement)