GENERAL CONDITIONS AND TERMS OF SALE
1.1 These general conditions of sale govern and regulate the sale of goods / items by the company AL-MA SRL (hereinafter also referred to as ‘seller’), as expressly specified and indicated in the order form which, for all purposes by law, it must be understood as a purchase proposal by the customer.
1.2 The aforementioned general conditions of sale, therefore, do not govern, and therefore do not apply, to the sale of goods / items not expressly indicated in the aforementioned order form.
2) ORDER CONFIRMATION
2.1 The proposed purchase of the goods / items referred to in the order form, for all legal purposes and, in particular, pursuant to art. 1329 of the Italian Civil Code, is to be considered irrevocable for the customer who has signed it. This irrevocability lasts until the expiry of the term of 20 working days referred to in point 2.2 below.
2.2 The proposals for the purchase of goods / items referred to in the aforementioned order form are understood to be accepted by the seller only and exclusively after the specific written confirmation by AL-MA SRL The aforementioned written confirmation from the seller must reach the buyer customer (to e-mail and / or fax addresses and / or addresses specified in the order form) no later than 20 working days from receipt by AL-MA SRL of the single order form. Once this term of 20 working days has elapsed without the buyer customer having received written confirmation from AL-MA SRL as better indicated above, the order form and, therefore, the relative purchase proposal of the buyer customer, is considered NOT accepted and consequently, the seller is not bound by any obligation and is therefore free from any commitment and / or obligation and / or burden.
2.3 Any modifications, additions and / or variations with respect to what is specified in the aforementioned order form and any related order confirmation must be made only in writing, with specific signature by AL-MA SRL
3.1 The prices indicated in the order form are intended “ex works” from the registered office of AL-MA SRL, excluding packaging, transport, insurance and other ancillary costs. Methods and costs relating to the shipment of the goods are governed below in point 4) Terms of return, shipment and liability.
3.2 In the event that the seller intends to bear any costs that these general conditions place on the buyer customer (e.g. transport or insurance costs), these costs are not included in the price referred to in the form order and, therefore, will be indicated in the relative order confirmation by AL-MA SRL
3.3 The buyer therefore declares from now on to accept any such costs for the transport of the goods that will be established and specified by AL-MA SRL
4) TERMS OF RETURN, SHIPPING AND RESPONSIBILITY
4.1 The risk of perishing and / or loss of the aforementioned goods / items supplied is, in any case, to be understood entirely at the customer’s expense; therefore, the goods / items supplied always travel at the risk of the buyer. All responsibility of AL-MA SRL therefore ceases with the delivery to the carrier and / or forwarder in charge of the transport, against which, therefore, the customer purchaser will have to lodge any complaints of the case once the appropriate checks have been carried out.
4.2 If no delivery time is specified in these general conditions or in the seller’s order confirmation above, the buyer customer accepts the goods when they are delivered, exempting AL-MA SRL from any liability in this regard. Therefore, any deadline set for the delivery of the goods / items indicated in the order form should not be construed as mandatory or peremptory, but merely indicative.
4.3. Any event of force majeure suspends the delivery period for its entire duration.
5) TERMS OF PAYMENT
5.1 The terms and methods of payment are those expressly indicated in the order form and related order confirmation by AL MA SRL SRL
5.2 Constituting the present relationship between the parties a commercial transaction referred to in Legislative Decree 9 October 2002, n. 231 the delay in payment, even partial, of the amounts previously indicated beyond the agreed deadline, will give rise to the immediate commencement of interest on arrears corresponding to the official reference rate increased by 7 percentage points, as required by Article 5 of the aforementioned Decree .
6) WARRANTY and TERMS OF REPORTING OF DEFECTS AND / OR DEFECTS
6.1 It is the customer’s responsibility and obligation to check in advance and, at the latest, upon collection, the state and conformity of the goods / items with respect to those indicated in the order form. In the absence of specific disputes at the time of collection, the goods will therefore be deemed compliant. It should be noted, however, that the change in tone of a supply with respect to a previous / subsequent one is not in any case disputable, as the fabrics supplied may have different characteristics from one supply to another; even the elasticity of the fabrics may vary from supply to supply.
6.2. Notwithstanding the provisions of the Italian civil code on sales (articles 1490 and following of the Italian civil code), any complaints relating to the presence of defects and / or defects, even hidden, of the aforementioned goods \ items must be reported from the buyer customer to the seller in writing no later than 8 (eight) days from the relative delivery. In any case, complaints and / or disputes are not a legal reason for the suspension of payments.
7) EXEMPTION OF LIABILITY
7.1 The purchaser declares, for all legal and contractual purposes, to exonerate the seller from any liability for any damage suffered as a result of any defects and / or defects in the goods / items covered by these general conditions, both for the case in which the report has been made is for the case of failure to report defects and / or faults within the period provided for in art. 6.2 of these general conditions, declaring at the same time that they have nothing to expect from the seller.
8) RESERVE OF OWNERSHIP
8.1 All goods / items supplied by AL-MA SRL as better highlighted in the order form and / or possibly on separate and separate estimates, are sold with a retention of title. Therefore, up to the full payment of the agreed price, through the full payment of the related invoice (s), the goods / items supplied are understood to be the property of AL-MA SRL, and this pursuant to art. 1523 of the Italian Civil Code and following.
8.2 In the event of non-fulfillment or delay by the buyer customer in the payment of the agreed consideration, the contract will be automatically terminated pursuant to and for the purposes of article 1456 of the Italian civil code, and AL-MA SRL must regain possession of the goods object of the supply.
In the event of termination of the contract due to non-fulfillment by the customer, notwithstanding the provisions of art. 1526 of the Italian Civil Code AL-MA SRL will not have to return any installments collected which, therefore, pursuant to the second paragraph of the aforementioned art. 1526 of the Italian Civil Code will remain acquired by the same AL-MA SRL by way of indemnity as fair compensation for the enjoyment and / or use of the material provided, as well as by way of partial anticipation of compensation for damage.
8.3 The buyer customer will also not be able to resell, sell, rent, pledge, etc. the individual goods / items supplied, and this without having first paid the full price to the seller (or in any case without having obtained specific written consent from the latter) to whom the executive procedures must be promptly communicated which, at the request of third parties , had possibly affected the goods / items supplied.
8.4 Pursuant to art. 1523 of the Civil Code, from the date of delivery of the goods / items object of the supply, the risks, dangers and consequences deriving from any theft, fire, unforeseeable circumstances, damage to persons, things or other are borne by the purchaser who, despite their occurrence will in any case be required to comply with the obligations and methods of the agreed payments.
9) EXPRESS TERMINATION CLAUSE
9.1 Pursuant to art. 1456 of the Italian Civil Code, this contract is considered terminated by law if the following hypotheses occur:
a) non-fulfillment and / or delayed fulfillment of the payment obligations of the amount agreed in the order form and in Articles 3.1, 3.2, 3.3, 5.2 and 8.2 of these general conditions, without prejudice to the consequences of liability for non-fulfillment attributable to the debtor and therefore the creditor’s right to compensation for damage in accordance with the law;
b) non-fulfillment and / or delayed fulfillment of the obligations relating to the withdrawal of goods expressly and possibly indicated in the order form and relative confirmation.
9.2 The legal termination of this contract will occur when AL-MA SRL communicates to the counterparty that it intends to make use of this express termination clause.
10) APPLICABLE LAW
10.1 This contract is entirely subject to Italian law, which regulates its conclusion, execution and termination, and on the basis of which it will be interpreted, also for the purpose of resolving any disputes arising from it.
11.1 The Court of Modena will be exclusively competent for any dispute relating to the execution and / or interpretation of this contract or for any dispute that may arise between the parties.
12.1 These general conditions are prepared in two languages. The text in Italian is the only authentic one.