These conditions of sale apply to all supply contracts between Labor Legno S.p.A. (hereinafter referred to as the “Supplier”) and its clients (hereinafter referred to as the “Client”) for products whose type, quality and quantity are specified in the order confirmation. The general conditions, together with the technical details, choice criteria and product specifications, are applied to and are considered an integral part of all supply contracts for products sold by Labor Legno S.p.A., even when not expressly referred to and undersigned in single order confirmations.
ACCEPTANCE OF THE GENERAL CONDITIONS
By accepting the order confirmation, the Client unconditionally accepts the hereby general conditions and undertakes to respect them during its relationship with the Supplier, declaring they have seen and accepted the technical details, choice criteria and product specifications of products ordered, which are contained in the sales catalogue. Any dispensation or modification to the general conditions will only be valid if expressly accepted and approved by both parties in writing. The technical details, choice criteria and product specifications of products contained in the sales catalogue must be examined by the Client before making an order on the current catalogue, in its paper copy and/or online. Shipping the order, therefore, implies total acknowledgement of the hereby general conditions, of the technical details, choice criteria and product specifications, as well as their complete acceptance.
The Client will choose the products to order consulting the choice criteria, technical details and product specifications detailed in the current catalogue and therefore is
the sole responsible for their product choice.
SEVERAL OF THE ITEMS IN THIS PRICE LIST FOCUS ON MONETARY AREAS TIED TO THE AMERICAN DOLLAR. THE PRICE DISPLAYED ARE CALCULATED ON THE BASIS OF A MINIMUM EURO/DOLLAR EXCHANGE RATE OF 1.20. IN THE CASE THIS RATE SHOULD FACE A REDUCTION OF OVER 5%, THE COMPANY CAN DISCRETIONALLY INCREASE PRICES, EVEN WITHOUT GIVING PRIOR COMMUNICATION.
The current sales catalogue is exclusively reserved for Clients of Labor Legno S.p.a. products; it annuls and substitutes previous catalogues and does not constitute in any way a public offering. The products’ particular characteristics outlined in the technical details or product specifications contained in the catalogue or in similar brochures, catalogues and documents will only be binding
if they are also reported in the single orders. All printed material related to products remains exclusive property of Labor Legno S.p.A. And will have to be promptly returned upon simple request from the company. Any copy, even partial, of the catalogue, brochures, price list or other similar documents is forbidden, as is advertising Labor Legno S.p.A. products, unless pre-emptively and expressly authorised.
2.0 Order validity
Orders, order confirmations and any other communication between the Supplier and the Client is properly considered official and valid if sent via certified mail, recorded delivery and/or via fax. Order confirmations sent by the Supplier to the Client will be valid and effective for 3 (three) working days starting from the day following that of their receipt, and will expire at the 24th hour of the third day; in the event the Client does not return the signed order confirmation within the above-mentioned time limit, it will be considered annulled by the Supplier, and therefore not valid or effective. Orders, even those negotiated or proposed, which arrive to the Supplier from the Client are considered final only when accepted by the Supplier by sending the order confirmation and/or with the delivery of the product to the first carrier. In case of acceptance with modifications made by the Supplier, the modified order will have to be also confirmed by the Client. The order will need to be completed in all its sections with product description, indication of quantity and of the item, etc.
Unless there exist a different written arrangement, prices are intended for delivery ex plant of the Supplier. Prices indicated in the sales catalogue are all exclusive of VAT. Packaging, transport, stamp duty, bank fees and any types of tax are, unless explicitly agreed otherwise in writing, to be paid by the Client. Prices contained in the catalogue can never be considered binding for the Supplier; the Supplier will in fact be able to modify.
4. Price adjustment
In the event of additional fees and costs before the time limit of each delivery, due to variations of the cost of raw materials, labour, transport, fees and customs and fiscal tax or similar, the Supplier explicitly reserves the right to modify prices, even in the case they have already been confirmed, and in any case to a maximum of 8% (eight per cent).
5. Product uniformity
Conformity of products with the product description contained in the technical details, choice criteria, product specifications
and any samples, photos and/or illustrations presented to the client is to be intended non-obligatory, but indicative. Products are guaranteed with the following binding conditions of use: ambient humidity, at a temperature of 20 degrees C, not below 45% (forty-five per cent) and not above 65% (sixty-five per cent). In the case of completion of orders already partly dispatched or in the case of later orders, there can be differences in colour tones, appearance and variations of technical details of the product which cannot be subject of dispute and return.In particular, light, vapour and other factors related to the environment can determine colour variability to the extent where it will not allow perfect matching of items bought at different times.
Unless explicitly agreed in writing, deliveries are to be intended ex plant of the Supplier, even in the event where the parties agree that transport will be partly or completely organised by the Supplier. In any case, regardless of the delivery conditions agreed by the parties, the goods will travel on account of the Client and at their own risk from the moment they are delivered to the first carrier. At the time of delivery, the Client is obliged to examine and verify the delivered goods and, in particular, they are obligated to check and ascertain the integrity of the package, boxes and material, and to verify the number of packages, size and the material’s quality. The client has to formalise any disputes in all copies of the delivery note, detailing the object of dispute, or risk forfeiture. Any acceptance with reservation or similar wording (subject to verification, etc.) added in copies of the delivery note does not have any effect and the goods are understood to be accepted. The Client has to send the Supplier, even via fax, a copy of the delivery note containing the dispute within 3 (three) working days from the date of delivery of the products, or risk forfeiture.
It is the Client’s responsibility to act towards the carrier for any missing material, delays, damages etc., even in the case where shipping has been organised by the Supplier; the Supplier undertakes to grant the Client to replace them in every right and/or action towards the carrier.
7. Delivery time
The time limits of delivery have to be considered non essential and, as such, do not bind the Supplier. In any case, the Client does not have any right to indemnities or compensation for any direct or indirect damages caused by delivery delays.
8. Force majeure
In the case of force majeure which does not depend on the Supplier, such as, for example, strikes of any nature, natural events or calamities, shortage or scarcity or delays in the delivery of raw material, failures at the Suppliers’ production plant, measures imposed by the State or any other body, new tax, fiscal or not, which may limit or delay the supply of raw material or, anyway, aggravate the agreed conditions, and other impediments which do not depend on the Supplier’s will which will make delivery temporarily impossible or excessively expensive, the time limit will be suspended during the impediment and extended for a period equal to that of the impediment itself. In this case, the Supplier, having acknowledged this impediment, will tell the Client of its existence and, where not implicit in the type of impediment, of its probable effects on the delivery obligations, within adequate time. In any case, the Client will not be entitled to any indemnity, compensation and/or refund for the delayed delivery.
The Client has the obligation to verify and check the products at the time of delivery to ascertain their conformity with the order with regards to type, size and quality of the product. Any differences from the order which concern type, quality and/or size of the product delivered must be communicated to the Supplier in writing within 8 (eight) days from the product’s delivery, detailing all the necessary information to allow immediate verification, and, in particular, indicating the delivery note or notes, or risk forfeiture. After the above-mentioned time limit, the products are considered to all intents and purposes accepted, with regards to quality, type, size and in any case, its conformity with the order. Any complaint related to faults and defects of the products (material and processing) have to be formally communicated to the Supplier within a period of 8 (eight) days from the discovery of these faults/defects in writing, or risk forfeiture. The related guarantee is in any case valid for a year from the delivery of the products to the Client. The complaint must be made in writing via registered letter explicitly specifying and describing the fault and/or defect of the products which you are referring to, also indicating the delivery note or notes. The Client must not proceed with the fitting of the products being disputed, faulty or defected; in the event of their fitting, any complaints/claims will become null and the Client will lose any guarantee.
When the product has been fitted, the Client will lose the right to any complaints and/or claims. In the event of complaints and/or claims, the Client does not have the right to terminate the contract, but only the right, if the Supplier accepts the complaint and/or claim, to have the faulty, defected or non-conform products substituted at no cost. The Supplier reserves itself the right to completely or partly terminate the supply contract if it is not possible to substitute the products, with the Client having no rights to compensation for direct or indirect damages. Any right of the Client to indemnity, indemnification, compensation for direct or
indirect damages of any nature deriving from the products object of dispute and/or claim, and their lack of or limited use, is excluded. The Supplier’s responsibility and obligation to substitute products is annulled in the case where negligence, alterations, neglect in preservation, custody, fitting of the products and their maintenance are found, caused by the Client and/or third parties appointed by them. In the case of complaints and/or claims concerning a single delivery, the Client will not have the right to not collect the remaining products agreed in the same order and/or other orders, and therefore cannot raise any exception of non fulfilment. The Supplier is not responsible for any request of damage compensation made by third parties which acquired the product, and the Client undertakes not to involve the Supplier for any reason in the event of a legal dispute towards them by third parties. In any case, in the event where the existence of faults and/or defects in the product is ascertained and any hypothesis that the conditions of custody, preservation, fitting, use or maintenance caused them are excluded, the Supplier will limit itself to substitute the product or refund the Client for the price paid by the Client, resulting from the relative order confirmation, without any rights of the Client to receive compensation for further and/or different damages which might have caused loss of profit or for other reasons.
The Supplier will not accept the return of goods unless they have given previous written authorisation. The goods must be returned intact, packaged and accompanied by the goods return note.
11. Conditional sales
Any supply of products paid in instalments is made by conditional sale in favour of the Supplier. The products delivered will remain property of the Supplier until they have received payment of the last instalment. The Clients will acquire property of the products with the payment of the last instalment, but will take on the product’s risks from the moment of its delivery.
12. Payment conditions
Payment must be made exclusively to the Supplier at the agreed conditions and terms. In the case of claims, complaints and/or disputes of any type the Client will have no right to suspend or, in any case, delay payment of the products subject to claims, complaints and/or disputes and the relative order, or other different orders.
In the event of missed payment of even just one instalment and/or of news related to a state of insolvency of the Client, such as, for example, being reported by the Central interbank alarm service, the Client will incur in the operation of the acceleration clause (art. 1186 civil code) and will have to pay the total amount of the cost of the supply by the day following communication of the acceleration clause. The operation of the acceleration clause will be communicated to the Client by the Supplier in writing, even via fax. In the event of non-payment of the above, the Supplier will grant itself the right to suspend the supply of products until the total payment of the costs and/or obtaining a bank guarantee, on first request, without benefit of discussion. In the case of missing payment of one instalment and/or news related to a state of insolvency of the Client, such as, for example, being reported by the Central interbank alarm service, the Supplier has the right to terminate the contract; termination will be formalised in writing, even via fax, to the Client and the Supplier will have the right to receive compensation for all the damages sustained and will treat the amounts paid as a deposit and/or down payment, unless they have the right to obtain compensation for further, greater damages. In the event where the Client is late in paying for even just one instalment of a supply and/or in the presence of news related to a state of insolvency of the Client, such as, for example, being reported by the Central interbank alarm service, the Supplier will have the right to modify unilaterally the terms of payment agreed for other supplies and/or suspend other supplies until the total payment of the amount due and/or the provision of a bank guarantee, on first request, without benefit of discussion. The hereby regulation also applies in the case where the missing payment of even one instalment is related to a supply made by organisations which are different from the Supplier, but still related to it and, in any case, belonging to the same group, such as ITLAS S.p.A..
13. Improvements and modifications
The Supplier reserves the right to make all the appropriate or necessary technical and aesthetic modifications to the product information indicated in the sales catalogue, excluding any right
of the Client to raise disputes and/or end orders and/or have other indemnities and/or compensation for direct or indirect damages.
14. Applicable law, jurisdiction and competent court for the area
The ending, validity, efficacy, termination, interpretation and execution of the supply contract are regulated by Italian law. All controversies deriving from the application, execution, termination, annulment, inefficacy and interpretation of the contract between Supplier and Client are transmitted to Italian jurisdiction and to the exclusive territorial competence of the Treviso Court. The exclusive territorial competence of the Treviso Court also operates for any summons operated by the Client on rulings promoted by third bodies. 15.Privacy. In accordance with art 13 of the Leg Decree n. 196/2003 and following modifications, personal data regarding vital statistics and financial details concerning the contracting parts will be reciprocally treated by these, in electronic or paper format, to allow effective management
of the business relation, even for credit protection. Apart from communications subject to legal obligations, the data can be communicated from each of these to subjects such as: lending institutions, consultants and professionals, insurance companies, organisations working in the field of transport, etc. For the same reasons, there can be communication of the categories of who is allowed to deal with certain data, who,
in the business structures of each company, operates in the administrative and commercial areas. The parties have also communicated to each other the names of anybody who is responsible for their data management appointed by each. By signing these general conditions, the parties allow each other to use their respective data.