1. Application
The following Terms & Conditions of Sales & Trading constitute,
together with those expressly fixed at the moment of the conclu-
sion of the contract of sales, the entire existing contractual rela-
tion between Pataviumart srl. (the “Company”) and any purcha-
ser (the “Customer”) and substitute divergent agreements except
for agreements signed by a legal representative of the company
which have to be written on the Company’s letter-headed paper.
These conditions apply to all sales of goods by Pataviumart srl.
to any purchaser and shall apply in place of and prevail over any
terms or conditions contained or referred to in the Customer’s
order or in correspondence or elsewhere or implied by trade
custom practice or course of dealing and any purported provi-
sion to the contrary are hereby excluded or extinguished.
2. Terms of Payment
Terms are peremptory and are agreed upon when the order is
received by the Company, which, however, will indicate such
terms on its respective order confirmation. Payments of invoices
shall unless otherwise agreed in writing by the Company be
made in full without any deduction, set-off or any further sort
of request. Any exemption of V.A.T. of the Customer has to be
expressly indicated on the order and must be proved adequately.
Any extension of credit allowed to the Customer may be changed
or withdrawn at any time. If in the opinion of the Company the
credit-worthiness of the Customer shall have deteriorated prior to
delivery the Company may require full or partial payment of the
price prior to delivery. The Company reserves the right to hold
back any order pending if an account is overdue for payment. In
the event that the payments are not made within the agreed date/
dates, the Company reserves the right to charge delay interests
totalling the “Prime Rate” published on “Il Sole 24 Ore” on the
date of invoice marked up by 4 per cent.
3. Goods and Prices
The prices payable for the goods shall be those contained in the
Company’s pricelists, therefore current at the time of the fulfil-
ment of the contract. The Company shall have the right at any
time without prior notice to up-date and/or change its prices, to
make any technical and aesthetical changes suitable to improve
the products and/or to withdraw any goods from the range of
products offered. If not specified differently, all the prices are
“ex-factory” from the Company, goods packed to be shipped. All
prices exclude V.A.T. which will be added according to the rate
applicable on the date of invoicing.
4. Orders
Orders must be sent to the Company in writing on Client’s letter-
headed paper by either fax, e-mail or post. The latter has to be
an original order document; copies are not accepted by post.
The order must be rubber-stamped and signed by the person in
charge of the purchase department in the Customer’s company.
There is no minimum order. All orders will be supplied and invoi-
ced with metric measurements or apiece. Orders must confirmed
in writing by the Customer and are in all cases subject to accep-
tance by the Company, which will send a written order confirma-
tion to the Customer. If the order refers to an offer previously
made by the Company, the conditions, terms and prices of which
are still applicable, the Company will confirm the prices of the
offer. In case the offer is not applicable anymore, the Company
will charge the current prices for all goods regardless of the pri-
ces quoted on the offer. In all cases shall the Company quote on
any order confirmation the respective prices, payment and deli-
very terms and conditions. In order to guarantee a prompt and
correct delivery the Customer must on all orders clearly indicate
the Company’s Article Code which is used by the Company in its
catalogues, samples, order confirmations, proforma invoices or
sales invoices. No additional information or descriptions must be
added by the customer unless they are absolutely necessary for
a correct identification of the ordered article. If any confirmation,
written or oral, of an order by the Customer does not expressly
and prominently state that it is a confirmation of an existing
order, the Customer shall be responsible for any consequent
duplication of the said existing order and shall pay the Company
a handling charge equal to twenty per cent of the net list price of
the goods comprised the duplicate order plus all carriage costs
arising from the delivery or consequent return of the said goods
to the Company.
5. Delivery Charge
Goods are delivered “ex-factory”; therefore, there are no tran-
sport costs. In case the Company and the Customer agreed on
different delivery terms and conditions, the Company will add
the transport costs to the order confirmation, proforma invoice
or sales invoice and charge the Customer consequently. The
Company and its suppliers are under no circumstances liable
for any delays caused by the transport agent with regard to the
loading and the delivery of the Customer’s goods.
6. Delivery
Any time or date for delivery is approximate only and not of any
contractual effect and the Company shall not be under any lia-
bility in respect of any failure to deliver at any particular time or
date. Any date and time mentioned in any acknowledgement of
order or elsewhere can, under no circumstance, be considered
essential.
7. Force Majeure
In case it is impossible for the Company to carry out an order
because of obstacles or hindrances beyond any reasonable
control of the Company including the Company’s impossibility
to obtain the necessary services, materials or articles to carry out
the order, except for price increases, the Company may delay the
production of the goods and, once informed the Customer about
the delay, the latter has the right to cancel the total or a part of his
order without being charged any amount or compensation by the
Company. The Company shall in no case be liable for this delay
or the cancellation or any other case which makes it impossible
for the Company to carry out the order. The Company shall under
no circumstance be liable to compensation.
8. Refusal or Failure to take Delivery
If the Customer refuses or fails to take delivery of goods tende-
red in accordance with the contract or fails to take any action
necessary on its part for delivery and/or shipment of the goods
the Company shall be entitled to terminate the contract with
immediate effect and recover from the Customer any loss and
additional costs incurred as a result of such refusal or failure.
9. Inspection
It shall be the responsibility of the Customer to inspect all goods
immediately on delivery and in any event within the subsequent
eight days. The Customer must check the colour, the finishes,
the dimensions, the state and accuracy of the goods and ensure
that the goods correspond to those ordered. The Customer’s
said responsibility shall not be in any way diminished or extin-
guished in the case of goods which are delivered to a third party
on the instruction of the Customer. The Customer must notify
the Company in writing within eight days after delivery noted and
noticeable faults and damages or any other claim regarding the
goods. In case the Customer does not notify as aforesaid, the
goods are considered definitely accepted and corresponding
to the sales contract. Hidden or not apparent faults or damages
may be communicated to the Company within the first year after
delivery. Such hidden or not apparent faults or damages must,
however, be communicated in writing to the Company within
eight days after they had been noted.
10. Risk and Title
The goods shall remain the sole and absolute property of the
Company as legal and equitable owner until such time as the
Customer shall have paid in full to the Company the agreed
Terms & Conditions of Sales & Trading
305
105791_03_FINE.indd 305
30/03/10 12:21
