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Article 1 – Scope of Application
These General Terms and Conditions of Sale govern all sales contracts entered into between Retificio Nassi S.r.l. (hereinafter the “Seller”) and the professional customer (hereinafter the “Customer”), unless otherwise agreed in writing.
The submission of an order by the Customer shall constitute full acknowledgment and acceptance of these General Terms and Conditions of Sale.
Article 2 – Orders and Formation of the Contract
Orders submitted by the Customer shall constitute a contractual offer and shall be deemed accepted only upon the Seller’s issuance of a written Order Confirmation.
Any amendment, supplement or cancellation of an order shall be effective only if accepted in writing by the Seller.
Article 3 – Prices
Prices are those indicated in the quotation or Order Confirmation and are exclusive of VAT, taxes, customs duties, packaging costs and any other ancillary charges, unless otherwise agreed in writing.
Transportation costs are included in the price unless otherwise specified in the Order Confirmation.
Article 4 – Payment Terms
Payments shall be made in accordance with the terms and methods specified in the Order Confirmation or invoice.
In the event of late payment, default interest pursuant to Italian Legislative Decree No. 231/2002 shall accrue automatically, without prior notice, in addition to reimbursement of all costs incurred for debt collection.
Failure to pay, even partially, any invoice shall entitle the Seller to suspend pending deliveries, refuse further orders and/or declare all outstanding amounts immediately due and payable.
Article 5 – Delivery
Delivery dates are indicative only and shall not be considered of the essence.
Any delay in delivery shall not entitle the Customer to cancel the order, suspend payment or claim compensation.
Risk relating to the products shall pass to the Customer in accordance with the delivery terms specified in the Order Confirmation.
The Seller reserves the right to make partial deliveries and to issue separate invoices for each delivery.
Article 6 – Returns
The total or partial return of delivered products shall not be accepted unless previously authorized in writing by Retificio Nassi S.r.l.
Products shall be returned, at the Customer’s sole cost, risk and expense, to the location designated by the Seller, complete, unused, undamaged and in the same condition as delivered.
Retificio Nassi S.r.l. reserves the right to reject the returned products or charge the Customer for any damage resulting from returns made in breach of this Article.
Article 7 – Inspection of Products and Claims
Upon delivery, the Customer shall immediately:
- verify the quantity, number of packages and condition of the packaging;
- verify that the products conform to the Order Confirmation.
Any damage to the packaging or discrepancies shall be immediately reported to the carrier by means of a specific written reservation entered on the transport document.
Any claim relating to the products must be submitted in writing within five (5) business days from delivery.
The claim shall:
- contain a detailed description of the alleged defects;
- indicate the relevant batch number;
- include photographic evidence;
- be submitted exclusively in writing.
Telephone communications shall have no legal effect.
The Customer shall preserve the disputed products and make them available to the Seller for inspection.
Failing a timely written claim, the products shall be deemed finally inspected, approved and accepted.
Article 8 – Warranty
The Seller warrants that the products conform to the agreed technical specifications.
The warranty shall be limited, at the Seller’s sole discretion, to the repair or replacement of the defective product, to the exclusion of any further liability, compensation or indemnity.
The warranty shall be void in the event of improper use, alteration, incorrect storage, non-compliant installation or repairs carried out by unauthorized persons.
Article 9 – Retention of Title
Title to the products shall remain vested in Retificio Nassi S.r.l. until full payment of the purchase price, interest and any other amount owed by the Customer, pursuant to Articles 1523 et seq. of the Italian Civil Code.
Article 10 – Limitation of Liability
Under no circumstances shall the Seller be liable for indirect or consequential damages, including, without limitation, loss of profits, loss of production, loss of customers, production downtime or any other consequential damages.
In any event, the Seller’s total liability shall not exceed the value of the supply giving rise to the claim.
Article 11 – Force Majeure
Retificio Nassi S.r.l. shall not be liable for any delay or failure to perform resulting from events beyond its reasonable control, including, without limitation, strikes, fires, natural disasters, wars, epidemics, shortages of raw materials, energy crises, governmental measures or any other causes not attributable to the Seller.
Article 12 – Confidentiality and Protection of Know-How
The Customer undertakes to keep confidential all technical specifications, drawings, designs, models, projects, samples, prototypes, data and any technical or commercial information received from Retificio Nassi S.r.l., and to use such information exclusively for the performance of the contractual relationship.
The Customer shall not reproduce, manufacture, market or otherwise exploit, either directly or through third parties, any products developed on the basis of drawings, models, samples, prototypes or technical information belonging to Retificio Nassi S.r.l., whether or not such products bear the Seller’s trademark.
Any breach of this provision shall constitute a material breach of contract and shall entitle the Seller to seek damages and any other remedies available under applicable law.
Article 13 – Intellectual Property
All trademarks, patents, drawings, designs, technical documentation and any other intellectual property rights shall remain the exclusive property of Retificio Nassi S.r.l.
Article 14 – Personal Data Processing
The parties acknowledge that personal data shall be processed in compliance with Regulation (EU) 2016/679 (GDPR) and all applicable national data protection laws.
Article 15 – Governing Law and Jurisdiction
These General Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of Italy.
Any dispute arising out of or relating to the interpretation, performance or validity of these General Terms and Conditions shall be subject to the exclusive jurisdiction of the Court of Florence (Italy), to the exclusion of any other competent court.