344 GENERAL TERMS OF SALE
1. This price list cancels and replaces the previous ones and is not a proposal.
2. The product prices may be changed by the vendor at any moment without prior notice; all prices are not inclusive of installation.
3. The vendor reserves the right to alter the construction materials, the technical and visual characteristics and also the dimensions of the products, at its own unquestionable discretion and without any prior notice.
4. Product images are purely indicative.
5. In addition to the specific terms agreed each time, sale is governed by these general terms, which are considered to be known by the purchaser; any clauses derogating from these general terms of sale must be in
writing.
6. The purchaser’s purchase proposals and/or orders are conditional upon the vendor expressly accepting or starting fulfilment of the agreement, in cases where this is permitted. Any subsequent amendment to the
sales agreement will not be valid and binding unless entered in a written document signed by the party being asked to accept this amendment.
7. In compliance with article 1510 of the Italian Civil Code, delivery of the goods sold is with remittance thereon to the carrier or forwarder, so that the goods travel at the purchaser’s risk and danger; this also applies in
cases where the goods are sold free to the purchaser’s address. Any other request, complaint and/or action relating to shipment or transport of the goods must be brought by the purchaser directly against the forwar-
der or the carrier. Any damage, loss or breakage of the goods sold which is attributable to shipment or transport thereof will not exempt the purchaser from liability for payment of the agreed price.
8. The delivery time is indicative and not binding; it may be delayed without any obligation of indemnity or compensation of any direct or consequential damages suffered by the purchaser as a result of late delivery and
without this leading to termination of the sales agreement due to the vendor’s non-fulfilment.
9. With the exception of cases of force majeure, in the case of strikes and all other cases which temporarily prevent the vendor from fulfilling the sales agreement properly, the vendor is entitled to withdraw from the
agreement, without the purchaser being entitled to claim any damages, except for the repayment in the case of withdrawal, of any amount paid as an advance.
10. Payment of the sale price of the products must be made at the vendor’s registered office. In the case of late payment, the purchaser will automatically be placed in arrears and will be required to pay interest in the
amount and from the time required by Legislative Decree 231/2002 for late payment in commercial transactions.
11. The vendor is not liable for any defects of the products known or knowable to the purchaser, who has not immediately refused to accept delivery of the goods. Disputes or complaints over the product quantities
must be notified upon delivery, with noting on the relative transport document. Replacement of the product does not signify acceptance of the claim or complaint. The purchaser will only be credited the amount after
the faulty products have been
returned and provided that the vendor’s liability has been recognised or otherwise ascertained.
12. The drawings, models, graphs and other technical information on the products being sold, and also samples, catalogues, photographs and similar materials, always remain the intellectual property of the vendor and
may not be copied, or transmitted to others, or used in any other way.
13. The amounts paid by way of a deposit may be withheld by the vendor if the order is cancelled and/or in all other cases of non-fulfilment by the purchaser which justifies the vendor’s withdrawal, without prejudice to
the right to request fulfilment of the agreement and also the right to demand compensation of greater damages. In contrast, if the purchaser fulfils its contractual obligations, the amounts paid by way of deposit will be
allocated to payment of the price; said amounts, and all other advances, will be non-interest-bearing.
14. Any tolerance by one of the parties of the other’s conduct which breaches the clauses governing sale does not constitute waiving of the rights deriving from the breached clauses nor the right to demand precise ful-
filment of all the terms and conditions contained in the sales agreement.
15. The vendor maintains ownership of the products until complete payment of the price indicated on the invoice. Up until that date, the products delivered are considered as only held in deposit by the purchaser. The
latter therefore accepts the risk of damages to the products deposited attributable to any cause.
16. The purchaser is invited to pay particular attention to the fact that not all products on the price list are compatible with the US or Canadian markets. Consequently, if intending to use or export said products into the
USA and/or, in any case, into any other non-EU country, the purchaser is required to contact the vendor’s sales office beforehand for confirmation that the product concerned satisfies all technical requirements and
legal standards protecting final consumers on the market of destination. The vendor declines all liability consequent upon initiatives taken by the purchaser without it having been informed beforehand and irrespective
of any written authorisation of the vendor for exportation to and/or use of the product in a non-EU country.
17. The purchaser is required to inform its own customers and/or final users of the product characteristics, in order to reduce to a minimum the risk of improper use which could expose the vendor to possible claims of
damage. In the case of failure to provide this prior information, the purchaser expressly exempts the vendor from any hypothetical liability.
18. The seller guarantees the conformity of the products to the specifications indicated in the order confirmation, except for the tolerances considered acceptable in industrial production.
19. The seller does not guarantee the suitability of the products for particular purposes and/or special uses, unless specifically requested by the buyer and expressly accepted in writing by the seller with a statement in
the relative order confirmation; the buyer must ensure that any specific standards and/or legal requirements are specified in the relative order confirmation of the seller.
20. The seller’s information regarding specific suitability of the products is purely indicative.
21. Any eventual consulting and/or design activity and/or calculation carried out by the seller pertaining products is to be considered purely indicative and represents a simple suggestion concerning products’ generic
positioning, hence not binding. Each suggested fact must be fully verified by the buyer; the seller assumes no responsibility for the results of such activities.
22. Since the applications of the products made by the buyer are beyond the seller’s control, the seller is not responsible for the actual use of the products; the seller is not responsible for any damage and/or loss resul-
ting from incorrect or unusual application of the products.
23. In consideration of the particularity of Snowsound-Fiber products, although the seller strives to maintain high levels of quality, three defects are acceptable every 25 meters on rolls up to 150cm high and twice as
many defects per roll with a height of more than 280 cm; the seller reserves the right to discount, for each defect found, a quantity of material considered suitable to compensate for the proven defect. No returns are
accepted for products and/or pieces cut to size.
24. Cancellation of an order by the buyer is permitted only in exceptional cases and subject to prior written consent from the seller.
25. In case of orders containing non-standard products and/or colors, the buyer must purchase the entire production carried out specifically for this purpose.
26. Unless otherwise agreed and unless in case of fraud, the seller’s liability for the products sold is limited to an amount equal to three times the value of the order confirmation, even in case of severe guilt.
27. Milan Court will be the sole court of competent jurisdiction for all disputes which may arise in relation to sale and any actions of amendment and enforcement thereof, including those relating to the validity, effecti-
veness, interpretation, fulfilment and termination of the agreement.
28. In any case, before purchasing the products, it is necessary to consult the terms of sale, technical characteristics and furthermore the following:
