STANDARD SALES TERMS AND CONDITIONS
General Provisions
a) The Standard Sales Terms and Conditions (hereinafter referred to as the “Standard Terms and Conditions”) form an integral part of the agreements entered into between Paolo Castelli S.p.a.(herei- nafter referred to as “Paolo Cas-
telli”) and the Purchaser for the supply of products supplied and/or distributed by the above mentioned company (hereinafter the “Products”).
(b) The Standard Terms and Conditions apply to all transactions entered into between Paolo Castelli and the Purchaser whether or not expressly referenced therein.Any terms or conditions different from those provided herein shall
only take effect if confirmed in writing by Paolo Castelli. Paolo Castelli reserves the right to modify, supplement or amend the Standard Terms and Conditions, by attaching such changes to quotations or any written correspondence.
Quotations and orders
Customer’s acceptance of the quotations submitted by Paolo Castelli- upon receipt of 50% deposit- is binding on the Customer and irrevocable. Upon receipt of such acceptance, Paolo Castelli will send the Customer an order
confirmation expressly stating delivery method and the technical information necessary to deliver the goods (e.g. delivery addresses, delivery to the floor, time, contact persons and telephone number). Any quotations submitted by
agents shall only be deemed to be valid and effective after they are confirmed in writing by Paolo Castelli. Any changes to or requests and integrations to quotations by agents or Customers shall be made in writing, and shall require
a written confirmation by Paolo Castelli. Paolo Castelli disclaims any and all liabilities for possible errors or misunderstandings arising in connection with changes to orders placed verbally or over the telephone.
Prices and Payment Terms
Product Prices do not include VAT, which must be paid according to specific indications provided in the invoice.
Taxes, duties, shipping, insurance, installation and after-sales service are not included in the prices, unless quoted separately.
In addition to the other remedies allowed by applicable law or these General Terms and Conditions, Paolo Castelli reserves the right to charge late payment interests at the official interest rate set by the European Central Bank
plus seven (7) points as of the day payment was due. Payments shall be made as follows: 50% down payment when quotation is signed; 50% balance shall be paid before Products are shipped.Any other conditions agreed upon shall
require the written form. In the event of default or late payment after the term indicated by Paolo Castelli, even in part or limited to one price instalment, Paolo Castelli shall be entitled to terminate the agreement without further no-
tice. All amounts paid up to that time shall be withheld by way of damage compensation.
Changes to orders
Any requests of changes deviating from the content of order confirmation may only be accepted if compatible with the production process and/or the process under way.If accepted, they may give rise to extra charges incurred in
making such changes.
Orders – Customer’s default
It is hereby expressly agreed that the Customer may not unilaterally terminate the order and/or the agreement.In the event after confirming an order Paolo Castelli becomes aware of detrimental events affecting the Purchaser such
as protests, seizures, attachment, or it becomes known that the Purchaser is in financial difficulties, Paolo Castelli may, at its discretion, suspend order fulfilment and demand special guarantees, or terminate the agreement on
grounds of Purchaser default under art. 1456 of the Italian Civil Code by written notice via registered mail with advice of receipt, fax or CEM.
Delivery and Delivery Terms
Unless otherwise agreed, delivery is ex works at Customer’s risk.Notwithstanding the above, Paolo Castelli may charge an additional shipping fee to Customer on invoice.Partial deliveries are only allowed when agreed upon between
the parties and any extra costs shall be borne by Customer.The delivery times indicated by Paolo Castelli are not binding and are computed in working days starting from receipt of the first down payment. In the event delivery is
postponed through fault of the Customer and the Product needs to be kept in stock for more than 5 days after the agreed delivery date, any relating costs shall be charged to Customer and Paolo Castelli shall not be liable for any
damage to and/or deterioration of the Product. Unless otherwise agreed, downloading and delivery to floor are at the Customer’s expense. For any events outside the control of Paolo Castelli, such as orders of authorities, shortage
of raw materials, riots of any kind and other force majeure events, Paolo Castelli shall deem itself to not be bound to any terms or commitments for the duration of the adverse event.
Installation
At Customer’s request, installation may be performed by personnel appointed by Paolo Castelli, and any costs incurred for installers and the assistance of skilled personnel shall be at Customer’s char- ge.Installation does not include
any masonry work, plant installation, or any other work not expressly specified on order or anyway outside the scope of the supply.
Customer shall make available a suitable storage room for products and equipment. Paolo Castelli shall not be liable for faults or breakdown occurring during installation.
Responsability:
Paolo Castelli does not respond to any damage to person or property caused by the incorrect installation of its lighting fixtures and furniture.
Warranty
It is the Customer’s responsibility to check product compliance at the time of receipt and anyway before commissioning. Unless Customer claims a defect and informs the seller within eight days from discovering such defect, Cus-
tomer’s rights under applicable law shall become null and void. Failure to comply with payment terms and conditions on the part of the Purchaser shall make the warranty null and void.
Retention of title
Pursuant to articles 1523 and 1524 of the Italian Civil Code, the parties agree that the sales transaction is subject to retention of title in favour of the seller.The parties agree that the ownership of the Product is transferred to the
Customer at the time the full price is settled, whereas possession and the associated risk to the Purchaser is transferred at the time the product is shipped to Customer. Court of jurisdiction
The agreement is governed by Italian law. Any dispute concerning the construction or performance of agreements between the parties shall be submitted to the Court of Bologna, that shall have sole jurisdiction.
