1. ORDER AND CLOSURE OF THE CONTRACT
1.1 The sale of Cellularline S.p.A.'s products is regulated by these "General conditions of sale" and by those specific conditions, such as the agreed price, the terms and means of delivery and of payment, as set out in individual orders.
1.2 The transmission of the order, also by computerised means using instruments available to Cellularline S.p.A.'s agent, and its acceptance on the part of Cellularline S.p.A. implies full and unconditional acceptance on the part of the buyer of all the aforementioned specific conditions and by these general conditions that shall be considered as referred to at all times; any modification or integration shall be valid only if agreed to in writing.
1.3 Commissions and orders transmitted from the customer to agents, brokers or employees of Cellularline S.p.A. assigned with sales, are always considered as received by them "subject to manufacturer's approval".
These commercial operators are in no way authorised to change the clauses herein established, nor to enter into binding commitments for Cellularline S.p.A.
The order is binding on Cellularline S.p.A. only in the event of its acceptance, which can also occur through the execution of the orders in their entirety or only partially.
Cellularline S.p.A. may transmit confirmation of receipt of the order to the buyer by fax or by e-mail, such confirmation implying acceptance of the order.
In this case the order confirmation shall be considered as referring to the details of order, unless the buyer has adjustments to be communicated in writing to Cellularline S.p.A.'s sales office within two hours from receipt of the confirmation.
1.4 Cellularline S.p.A. reserves the right to launch promotions during the year that involve the assignment, by way of discount, of products not forming part of the corporate business object.
1.5 The minimum order is established as € 1,000.00 of goods net of any discounts.
1.6 Orders of items not in stock shall be cancelled, except in the event of specific agreements.
1.7 Without prejudice to express exceptions, communications between the parties modifying the contractual conditions as defined above, or affecting the execution of the sales contract, shall be made in writing at all times, expressly encompassing the e-mail communications sent and received by electronic post by Cellularline S.p.A.'s sales office.
2. CATALOGUE SALES AND CHANGES TO THE SUPPLY
2.1 Supplies will be made with maximum possible compliance with the specific requirements as set out in the catalogue. As part of its production and commercial choices, or in compliance with supervening legal provisions, Cellularline S.p.A. may make partial product adjustments or modifications with regards to aesthetic, construction and operating features. These modifications do not require prior communication to the customer.
3. DELIVERY AND TRANSPORT
3.1 Delivery of the products is always considered as FCA Campogalliano (Mo) indicated in the specific conditions.
3.2 Cellularline S.p.A. may suspend delivery at any time in the event that the customer's financial position gives rise to doubts about its solvency or is in default in its payments.
3.3 The transport of products from Cellularline S.p.A.'s warehouse to destination is the responsibility of the customer, who shall advise Cellularline S.p.A. of their appointed shipper or carrier.
In the event of failure to give this information, Cellularline S.p.A. shall arrange for shipment by the most appropriate means, with the loading operations, risks and costs remaining the responsibility of the customer.
3.4 Cellularline S.p.A. shall arrange for insurance of the products on behalf of the customer only further to a prompt written request on the part of the latter, who shall bear all relative costs and responsibility.
4. RETENTION OF TITLE
4.1 The products remain the property of Cellularline S.p.A. until full payment of the sales price, without prejudice to the transfer of risk upon delivery as per clause 3.1. The customer accepts to provisionally grant Cellularline S.p.A. credits deriving from the sale of Cellularline S.p.A. products, the payment for which is outstanding.
For this purpose the customer undertakes to record the amounts payable to Cellularline S.p.A. in its accounting records in such a way that they are traceable to single lots sold or to single orders.
5. WARRANTY AND LIABILITY
5.1 Acceptance of products on the part of the shipper, carrier or whoever else is assigned with collection of the goods, makes reference to the good condition of the packaging, and any liability of Cellularline S.p.A. in this regard ceases upon delivery.
5.2 Without prejudice to what is specified regarding any improvements or adjustments of the product compared to the characteristics set out in the catalogue which do not compromise quality, Cellularline S.p.A. guarantees the conformity of the product with the declared characteristics and the absence of faults and defects as per the legislation currently in force.
Complaints of faults and defects or of lack of conformity made by the final consumer (or by the customer seeking compensation with regards to their customers' requests) which are made after the period of warranty shall be the responsibility of the customer, with the exclusion of any right of compensation or recourse.
Notification of the defect must be made within the time period of two months from its discovery, accompanied, on penalty of inadmissibility, by a description of the defect, a copy of the consumer's purchase receipt, the customer's details and reference details of the customer's purchase invoice. Evident defects, such as breakages, abrasions and scratches, or a lack of conformity with the declared aesthetic features, which were not immediately visible before the purchase are presumed to be detectable at the time of purchase (in which case they are considered as accepted by the customer and/or by the consumer and are not covered by the warranty).
By virtue of the warranty granted, Cellularline S.p.A. undertakes to replace or repair products that are recognised as defective or non-conforming, provided that the faults are not attributable to transport, improper use and/or storage, incorrect assembly or their irrational or inappropriate use, and in any case, the responsibility in general of the customer, its claimants or third parties.
5.3 The warranty shall cease to have effect in the event that modifications have been made, or there is evidence of negligence in the product's assembly, of improper or non-conforming use with respect to the operating instructions or, finally, tampering of the product. The warranty is not effective for those products returned without adequate packaging so as to protect them from damage during return transport.
5.4 Cellularline S.p.A. guarantees that the product is safe according to safety and electromagnetic compatibility standards in force when put on sale.
Cellularline S.p.A. declines all liability for damages of any nature, whether direct or indirect, caused to persons, animals or objects, as a result of a use of the products other than that legitimately foreseen when the products were manufactured.
6. NOTIFICATION OF NON-CONFORMITY WITH THE ORDER
6.1 Upon their arrival, the customer is obliged to check conformity of the products to the order as accepted by Cellularline S.p.A.
Claims regarding product defects, as well as qualitative or quantitative differences and any other visible deformity, must be communicated to Cellularline S.p.A. in writing within eight days from delivery.
For hidden defects discovered by the customer before the sale to their claimant, the period starts from the day of the discovery duly proven by the customer.
6.2 Claims regarding any discrepancies from shipping documents must be notified by fax within 48 hours from receipt of the products.
7.1 Any return must be previously agreed to with Cellularline S.p.A., which shall assign an authorisation number to the return, and which the customer shall make reference to in the return document and/or in the accounting records.
Cellularline S.p.A. reserves the right to decide on each occasion whether to arrange for replacement, repair or an accounting reversal by means of a credit note.
7.2 All relevant communications shall be made telephonically and must be confirmed by fax or e-mail.
7.3 Returns relating to accessories not manufactured or sold by Cellularline S.p.A., or lacking reference to an authorisation number, shall not be accepted.
7.4 Products returned to Cellularline S.p.A. which, also due to a lack of proper protective packaging, do not arrive completely intact in a number of their parts, shall not be replaced or give rise to an accounting reversal.
8. PRICES AND PAYMENTS
8.1 The prices set out in the order are net of V.A.T. and they are considered as including packaging and for delivery of the goods ex Cellularline S.p.A.'s warehouse.
8.2 Any price variations justified by a change in the official price list and by cost increases due to manufacturing alterations and modifications shall be duly communicated to the customer.
Once two days have elapsed from the communication, without cancellation on the part of the customer, the order shall be considered as confirmed at the new prices.
8.3 Invoices not contested in writing within five days from their receipt are considered as accepted in their entirety.
8.4 Unless otherwise agreed to in the specific conditions, individual supplies shall be paid for in advance or at 30 days from the invoice date, provided that a bank guarantee or a stand-by L/C has been issued in favour of Cellularline S.p.A. fully covering the customer's exposure. Payments shall be made by bank transfer to the current account indicated by Cellularline S.p.A.
8.5 The customer remains bound to fulfil payment until total settlement, and may not delay payment, suspend it or modify the terms, even in the event of disputes of any nature, including those relating to warranty and liability.
8.6 Failed payment of a single out standing invoice and, in any case, partial default, shall be considered as sufficient grounds for the customer to forfeit the right of termination as per ex art. 1186 c.c.; in this case Cellularline S.p.A. shall have the right to immediately request the entire payment of its credit expired and credit in force.
8.7 The customer's total or partial default therefore attributes Cellularline S.p.A. the right to suspend delivery of the products, to rescind this contract, to withdraw from all other contracts entered into with the customer and not yet executed, without prejudice to compensation for damages.
8.8 In the event of failed or late payment (also partial) of the price, interest in arrears shall automatically accrue on an annual basis at the average loan rate in force at the time, increased by a third.
9. DISPUTES AND JURISDICTION
9.1 For any dispute, also regarding interpretation, execution and rescission, relating to the sale of Cellularline S.p.A.'s products, regulated by these general conditions and by specific conditions, shall be the exclusive jurisdiction of the Court of Reggio Emilia, without prejudice to the possibility of Cellularline S.p.A. of instituting legal action in the customer's territory.