ART. 1) CONTRACTUAL REGULATIONS
The present general conditions of sale, excepted any derogation agreed in writing, will exclusively regulate the actual and future sales agreements between the parties.
ART. 2) ORDERS AND EXECUTION OF THE AGREEMENT
The offers carried out by the Seller Company's agents and/or auxiliaries are not binding upon the same until they are accepted in writing via order confirmation, also communicated through fax or e-mail. The Seller Company reserves the right to annul and/or amend the order, received from the client, should he be unable to supply, either totally or in part, the goods ordered. If this situation arises, the Seller Company will inform in written the Client, of the cancellation and/or the amendment of the order and the possible changes in the conditions of payment, amendments are considered implicitly accepted after seven working days from receipt of the order confirmation if the customer does not expressly give his dissent.
The acceptance of a Contract by the Client, in any way in which it is carried out, leads to his acceptance of the present conditions of sale.
ART. 3) CONDITIONS OF PAYMENT
The Client undertakes to pay for the goods ordered according to the modalities and terms agreed upon with the Seller and referred to in the description of the order confirmation or invoice.
In no case the customer is allowed to interrupt or delay the payments in case of controversy, complaint or postponed delivery of goods.
ART. 4) CLIENT ARREARS
If the Client does not comply with the payment according to the terms indicated in the invoice, the Seller Company will have the right to collect the interest of arrears, calculated at the rate fixed by the regulations of Legislative Decree dated 09.10.2002 n° 231, starting from the original due date without any need to bring a default action against the Client and to bear any possible charges related to the legal action for collection of credit. The Seller Company is furthermore authorized:
- To issue bills of exchange for the payment of the balance, increased by interest calculated as mentioned above;
- To interrupt delivery of the orders in progress;
- To cancel the contract;
- To ask for reimbursement of damages suffered due to delayed or missed payment;
- To retain, as penalty, sums already cashed, excepted any compensation for greater damage
ART. 5) RETENTION OF TITLE
The products will be subject to the retention of title in favour of the Seller Company until full payment of the amount is made by the client. It is, therefore, the client's obligation when it re-sells the goods subject to retention of title in favour of the seller company, to do everything necessary, according to local law, to make the retention of title opposable to third parties. It is understood, between the parties that the client, according to art.1523 of the Italian Civil Code, adopts the risks at the moment in which the goods are delivered.
ART. 6) TERMS OF DELIVERY
The terms of delivery referred to in the order are understood to be purely indicative and not binding upon the Seller Company, the latter not being responsible for delays. It is not, in particular, responsible for delayed or non-delivery, either total or partial, attributable to events out with its control, such as, for example, strikes, delayed or non-delivery of raw materials, black outs etc. The Seller Company reserves the right to execute the order also through partial deliveries.
ART. 7) DISPUTES
The products of the Seller Company delivered to the client must be examined by the latter on their receipt and any hidden faults must be declared in writing within eight days of discovery and, no later than five months from their delivery. Said period having elapsed, the supply is considered to have been accepted by the Client without reservation.
It is, however, understood, between the parties, that any dispute raised by the Client will be denied him should he not have, on receipt of the goods, signed his name in on the T2 or CMR or the delivery note, with the wording "right to examination" with reference to hidden faults, or stated, on the same documents the amount of goods missing and/or the faults which are immediately visible; in every instance, there must also be the haulier's signature.
The products delivered will be subject to quantity tolerance criteria, as well as grammage and size as foreseen by articles 12,13,14,15,16,17 and 18 of the general conditions of sale adopted by CEPAC (European confederation of pulp, paper and board manufacturers) which the parties declare to know and which are understood to be an integral part of the conditions of sale.
The customer is requested to keep the goods at the seller's disposal for a reasonable period of time to allow their examination. Returns will be accepted only if authorized in written by the seller, and possibly subject to verification. The Seller Company will be held responsible only for damages within the value limits of the goods proved to be defective.
ART. 8) TRANSPORTATION
If not agreed otherwise between the parties, the products are understood to be delivered ex works (Incoterms 2000), at the seller's plants and the following loading and transportation are exclusively at the customer's charge and risk.
ART. 9) EXPRESS RESOLUTORY CONDITION
The sales contract can be cancelled due to just cause and without provision of notice by means of a declaration to be sent to the other party, by registered mail, which will have, therefore, effect from the moment in which it is received by the receiver in the case in which:
- Bankruptcy proceedings or alternative procedures have been initiated against one or other of the contracting parties;
- One of the contracting parties has taken on interests or shareholdings, either directly or indirectly, in companies or corporations which are competitors of the counter party;
- Non -payment by the Client, according to the modalities indicated in the invoice
ART. 10) GOVERNING LAW
As for all not considered under conditions of sales, reference is made to the conditions of sales adopted by CEPAC (European confederation of pulp, paper and board manufacturers) and the pertinent Italian laws.
ART. 11) COMPETENT JURISDICTION
The court of jurisdiction will be that of Bassano del Grappa, for any dispute arising out of this sales agreement.