Terms of sale
GENERAL TERMS OF SALE:
1. The parties to the agreement
Gottifredi Maffioli Srl with registered offices in via E.Wild 2/c, 28100 Novara, VAT no. 00250760030, produces, processes and/or sells ropes, twining, braids, threads, cables and the like in textile fibres.
In these General Conditions it is hereinafter referred to as “GOTTIFREDI MAFFIOLI” .
“Client” means the person (individual or legal entity) that has ordered products from GOTTIFREDI MAFFIOLI by way of this contract, which order was accepted by GOTTIFREDI MAFFIOLI.
“Contract” means the agreement containing these general conditions and which is considered concluded by way of acceptance by GOTTIFREDI MAFFIOLI of the Client order;
“Product” means the ropes, twining, braids, threads, cables and the like in textile fibres manufactured and/or sold and/or the processing executed by GOTTIFREDI MAFFIOLI;
The “general conditions” are these general conditions of sale.
3. General – application of General Conditions
The purchase of products or the performance of services by the Client is subject to these General Conditions. No other terms or conditions shall apply.
These General Conditions replace all other terms or conditions referred to by the Client or in concurrence with a business deal.
4. Amendments to the General Conditions
GOTTIFREDI MAFFIOLI is authorised to amend these General Conditions, including any payment and warranty conditions, at any time.
GOTTIFREDI MAFFIOLI also reserves the right to amend the product warranties specific to certain products, at any time.
Agreements stipulated pursuant to previous General Conditions shall remain valid pursuant to the previously effective conditions.
5. Amendments to product information and product availability
GOTTIFREDI MAFFIOLI reviews and revises its products continuously.
GOTTIFREDI MAFFIOLI is therefore authorised at any time to proceed with these revisions and to vary the list of products on offer.
GOTTIFREDI MAFFIOLI can amend product prices at any time to reflect market performance and improvements in its services.
GOTTIFREDI MAFFIOLI uses its best efforts to ensure that products are always available. Any order depends on product availability.
In case of difficulty in making supplies GOTTIFREDI MAFFIOLI reserves the right to execute the orders according to priorities considered correct by it.
Product prices are those respectively valid at the date that the Client places the order.
Product prices are indicated in the order confirmation or equivalent document.
Prices are in Euro. They do not include packaging.
Packaging, transport and insurance costs are billed with the goods.
Prices indicated in offers remain valid solely for the period of validity of the offer and no later than 60 days following the date of the offer.
7. Payment procedures
Goods are supplied with payment upon delivery unless otherwise agreed in the order confirmation or equivalent document.
8. Payment conditions
Client shall make payment no later than the date of delivery of the product, unless otherwise agreed with GOTTIFREDI MAFFIOLI.
In case of non-performance of the payment obligation, 30 days after expiry of the term the Client will be obliged to pay a penalty equal to 5% of the lower between the value of the supplies and the residual amount unpaid.
9. Confirmation of receipt of order and order acceptance
For each product order made to GOTTIFREDI MAFFIOLI there must be an order acceptance by the latter (order confirmation).
GOTTIFREDI MAFFIOLI is free to decide to accept or refuse an order. Confirmation of receipt of the order, which may be automatic, does not represent order acceptance.
Acceptance of the order will be communicated by GOTTIFREDI MAFFIOLI by fax, e-mail or transport document. GOTTIFREDI MAFFIOLI is not obliged to make products or services available until the payment conditions provided herein have been complied with and pending verification of product availability.
Dispatch is at risk and cost of Client.
The choice of means and method of transport is made by GOTTIFREDI MAFFIOLI unless the Client provides precise indications.
If Client wishes to insure transport, it shall make an express request upon placing the order; Client acknowledges that in all other cases transport is not insured.
Under no circumstances shall GOTTIFREDI MAFFIOLI be responsible for the most economic transport.
In case GOTTIFREDI MAFFIOLI is late with one or more partial supplies or in case it can no longer make supplies, this shall not influence the validity of contracts relating to products previously supplied or to be supplied in the future.
11. Delivery terms
Delivery terms are calculated so as to ensure that they can be complied with, provided that production proceeds regularly.
They are calculated per business day and commence from the date on which all of the following conditions are fulfilled:
– 1. issue of order confirmation by GOTTIFREDI MAFFIOLI, or equivalent document;
– 2. payment by Client of first quota, in case of down payment with order, or payment of full price in case of advance payment;
– 3. provision by Client of details, specifications, documents and designs possibly required by GOTTIFREDI MAFFIOLI and necessary for the supply.
In case of force majeure GOTTIFREDI MAFFIOLI is exonerated from complying with the agreed delivery terms.
In any event, contractual penalties and other default rights may not be enforced due to non-compliance with delivery terms which are considered indicative.
30 days after the forecast date of delivery, in case Products have not been delivered, or earlier in case GOTTIFREDI MAFFIOLI notifies that it is entirely impossible to proceed with the delivery of Products ordered and accepted by it, the Client may apply to cancel the Order, without penalty for GOTTIFREDI MAFFIOLI, who shall return any down payment or price paid, in addition to interest accrued at the official rate.
Client expressly waives any further penalty or compensation due to failure to deliver Products.
12. Retention of Title clause
Products supplied remain the property of GOTTIFREDI MAFFIOLI pending complete payment of its claims (independently of their reason), and until collection of all instruments and cheques given in payment.
In such event debtor may not enforce any claims of its own for greater individual payments.
In case of a current account, retention of title acts as security for the credit balance held by GOTTIFREDI MAFFIOLI.
Client’s claims arising out of re-sale of goods subject to retention of title are hereby assigned to GOTTIFREDI MAFFIOLI as security for all claims held by it under business relationships and independently of whether goods subject to retention of title are re-sold, following processing, to one or more buyers.
Client is not authorised to dispose of goods subject to retention of title in any other manner.
In case of conduct by Client that fails to conform to the contract, particularly in case of delays in payments, GOTTIFREDI MAFFIOLI is authorised to withdraw the goods following transmission of notice and the Client is obliged to deliver them.
GOTTIFREDI MAFFIOLI also reserves the right to obtain access to the Client’s premises to take possession of the products.
13. Responsibility for defects
– A. Acceptance of the product by the Client
It is Client’s responsibility to check the products upon delivery (in order to verify their condition and completeness). In case Client fails to inspect products at such time or immediately afterwards and fails to notify GOTTIFREDI MAFFIOLI about any flaws within 10 days of the date of delivery, or in case of latent defects, of the date of discovery of such defects, the products shall be considered checked and accepted by the Client and as conforming to the agreement.
Any dispute shall be notified in writing indicating the nature and extent of the defect.
– B. Warranties
GOTTIFREDI MAFFIOLI products are warranted to be free from original defects.
In consideration of their nature as consumable goods, subject to wear and tear due to their use, GOTTIFREDI MAFFIOLI does not warrant the duration of its products but only their conformity to original specifications.
Users are exclusively responsible for verifying that products acquired are suitable for their intended use.
In any event the warranty operates solely with regard to an obligation to replace products that are defective at origin, provided that this does not depend on normal wear and tear, damages caused by inexperience or negligence on the part of the Client, overloading and any use that does not conform to indications by GOTTIFREDI MAFFIOLI, Acts of God or force majeure etc.
The warranty does not cover damages caused by defective products to others and other costs for the transport of products or components from the client to the GOTTIFREDI MAFFIOLI factory and return deliveries.
Any parts replaced shall remain the property of GOTTIFREDI MAFFIOLI and shall be returned to it postage pre-paid.
If GOTTIFREDI MAFFIOLI decides to execute repairs at the Client’s premises, the Client shall provide non-specialised personnel, work tools, consumer materials and anything else necessary, at own expense.
Client shall incur all costs for assembly, disassembly and consequential works necessary to repair or replace the product under warranty.
This warranty by GOTTIFREDI MAFFIOLI shall cease to take effect if Client fails to make payments within the terms, or makes any modifications to the supply, or carries out or procures repairs or replacements in the absence of written authorisation from GOTTIFREDI MAFFIOLI.
Any rights held by Client to terminate the agreement and/or reduce the price may only be exercised if it is impossible for GOTTIFREDI MAFFIOLI to repair the products.
Client’s warranty rights shall extinguish if GOTTIFREDI MAFFIOLI is not given the time necessary and the opportunity to make the replacement or if the Client uses a third party to remove the defect.
Aside from the express provisions of this article and of applicable law, Client has no further rights to compensation for direct or indirect damages resulting from product defects.
14. Product liability
GOTTIFREDI MAFFIOLI is liable for damages to persons caused by defects in its product provided that Client has not exceeded the limits for use of the product, has not influenced the safety characteristics of the product through its own actions and has managed installation and maintenance of the produce in accordance with any instructions received and however in accordance with best sector practice and know-how.
15. Limited right of withdrawal for consumer Clients and restitution rules
If Client is a consumer, as legally defined, and has acquired the products directly from GOTTIFREDI MAFFIOLI but outside commercial premises (e.g. through internet), Client shall be entitled to withdraw from the purchase subject to notice to GOTTIFREDI MAFFIOLI within 7 business days of the date of delivery of the products, without incurring any penalty and without specifying any reason for withdrawal.
In such event Client shall return the product and shall be entitled to complete reimbursement of the purchase price paid. Client sustains all risk of loss of and damage to the product during transport for restitution of the product.
In case of failure to comply with the abovementioned conditions, GOTTIFREDI MAFFIOLI reserves the right to refuse to reimburse the purchase price (save for applicable laws) or to charge the Client for any costs for repair and replacement or additional costs.
16. Place of performance
The place of performance of all of GOTTIFREDI MAFFIOLI’s obligations is via E.Wild 2/c 28100 Novara.
17. Governing Law
This agreement is governed exclusively by Italian law.
18. Supplementary interpretation of the Contract
In case one of the previous provisions has not become part of the contract or is ineffective, any further provisions shall continue to be valid.
In such event the Parties undertake to replace the clause with a provision that is legally and economically as close a possible to the clause that is no longer effective and that the Parties would have stipulated had they been aware of the ineffectiveness of the provision.
19. Application of current law
No provision of these General Conditions prevents legal claims under applicable National Laws, nor shall it be construed as a limitation or obstacle.