Pellini
®
general sale terms and conditions
26
5.
1. OVERALL
The general sale terms and conditions specified below (“General Sale Terms and Conditions”), are an integrated part of the order and/or
order confirmation regarding the products and/or services (“Order” and “Order Confirmation”) submitted to and supplied by Pellini S.p.A. (“Company”).
Therefore the order is accepted by the company and placed by the purchaser (“Purchaser”) in compliance with the General Terms which - unless otherwise
agreed and undersigned by the Company - must be deemed to prevail over the various clauses and conditions referred to by the Purchaser.
2. TRADEMARKS AND PATENTS
The Company is the sole owner, or licensee in force of regular contracts, of all the rights of industrial property rela-
tive to the trademarks placed on the products constituting the object of the Order (“Products”) and of all the patents in force of which the Products have
been manufactured. The Purchaser is in no way authorized to remove the trademarks of the Company from the Products, to replace them with other trade-
marks nor to add trademarks and/or other distinctive signs other than those owned by the Company.
3. PRODUCTS OWNERSHIP
The ownership of the Products, even after supply has taken place, resides with the Company until the aforementioned com-
pany account has been settled by the Purchaser the entire payment of all the invoices relative to the Products delivered to the purchaser according to that
provided for by art. 6 shown below.
4. PRICES
Prices are those specified in the Order or, if different, those specified by the Company in the Order Confirmation which are set based on the
costs relative to materials, manufacturing or any other cost known to the Company on the date of the Order Confirmation. Should the Company decide to
increase prices owing to increases recorded in such costs following that date, the Company will have to notify the Purchaser of the new prices, by registered
letter or in writing, within 15 (fifteen) days after the date of the Order or, if subsequent, of the Order Confirmation. In this case, the new price will be deemed
constituting the price of the Order, namely of the part of the order to be processed. If the new Price exceeds the previous one by over 10%, the Purchaser
will be entitled to cancel the Order, namely the part of it still unprocessed by notifying such decision to the Company by written notice, possibly by regis-
tered letter, ahead of the Products shipment and, in any case, within and not later than 14 (fourteen) days after the date of forwarding of the price increase
notice. Unless agreed otherwise in writing, the prices quoted by the Company are expressed in Euro and do not cover freight charges, insurance, loading
and unloading of the Products and VAT or any other taxation, levies or duties and are ex works of the Company and delivered in standard packing.
5. PACKING, FREIGHT AND INSURANCE - RISKS CHARGES
Charges for standard packing of the Products are met by the company, while charges
for special packing (e.g. pallets or wooden crates in case of shipment) are charged to the Purchaser.
Freight charges of the Products through the forwarding company chosen by the Company and advanced by the same will be charged to the Purchaser in
the invoice unless otherwise agreed. The Purchaser is also bound to pay to the Company an extra amount on the total amount of the Products specified in
the invoice to meet with the expenses faced by the latter for insurance purposes. Freight charges of the Products are charged to the Purchaser who, within
3 (three) days after receipt, must inform the Company about any defect, damage, theft, shortage and delays occurred during the transport in order for the
latter to file a complaint and formulate the necessary actions against either the forwarding company or the insurance company.
6. PAYMENT TERMS
The price of the Products will have to be paid by the Purchaser to the Company within the deadline indicated in the sale invoices
issued by the latter. 14 (fourteen) days having elapsed from the date of payment, the Company will be empowered to issue a sight draft to obtain the due
amount alongside the interests for delayed payment which amounts to that provided for by art. 5 of the decree 9.10.2002 no. 231. The company reserves
the right to claim damages, if any.
7. BREACH OF THE PURCHASER
The Purchaser who does not settle the payment within the agreed terms, will be held in default albeit he/she will
not have received any default notice. In the case of default by the Purchaser to pay the purchase price of the Products to the Company, according to what
provided for by the art. 6 mentioned above, the Company reserves the right to cancel the Orders entirely or partly or to suspend delivery of the outgoing
Products bound to the Purchaser’s warehouse, even without issuing a default or injunction notice to the Purchaser, and is subject, anyway, to compensation
for damage.
Should the Order refer to more deliveries, with regard to which the Company has issued more invoices, the delayed payment from the Purchaser - even if
by one day only - of such invoices - or even one of them only - authorizes the Company to suspend finally later deliveries of the Products. In addition the
Company will also be entitled to cancel an Order or to suspend partly or entirely the supply of the Products to the Purchaser, should a change in the finan-
cial and economic conditions of the same occur, such that his/her solvency guarantee is reduced. If the Purchaser is declared bankrupt, declares shutting
down or ceases anyway to exist, or undergoes restraint or seizure of his/her property, the Company will be entitled to delay or cancel future deliveries, if any,
and/or to back out of any contract without losing the right to be paid the full purchase price of the Products. The credit collection charges faced by the
Company - both during the course of court proceedings and out of Court proceedings - including the fees charged by the Italian Lawyers, set by the Ordine
degli Avvocati (Association of Italian Lawyers), will be charged entirely to the Purchaser. The Purchaser will not be entitled to withhold or compensate any
payment by an alleged credit towards the Company.
8. SITE OF DELIVERY OF THE PRODUCTS
The site of delivery of the Products is the factory of the company, based in Italy at Codogno (LO), Via
Fusari, 19 (“Factory”).
9. PRODUCTS DELIVERY TERMS
Whereas the delivery of the Products is subordinate to the availability of the same at the Factory, the Company will
do everything in its capacity to deliver the Products within the delivery terms agreed in the Order or, if different, in the Order Confirmation. Such terms, how-
ever, are approximate and not imperative. In case of delay, therefore, the Company will not be liable for breach of contract. Should a given delivery term
have been agreed, the Purchaser will have to allow a proper extension - in any case not less than 30 (thirty) days - in order for the Company to fulfil its obli-
gations. Only in case the agreed extension timeframe should be exceeded, will the Company be liable for breach of contract. Unless agreed otherwise in
writing, the Company is entitled to carry out the delivery of the Products in instalments.
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