BERTOLOTTO GENERAL SALE CONDITIONS B2B EXTRA-UE 1. Preamble 1.1 The present General Conditions of Sale (hereinafter “the Conditions”), having as subject all kind of products supplied by Bertolotto S.p.a. with registered office in via Circonvallazione G. Giolitti, 43, 12030 Torre San Giorgio, Italy (hereinafter “the Seller”) shall regulate all present and future contracts of sale between the Seller and the Purchaser. 2.Orders 2.1 Any order sent to the Seller by the Purchaser shall be accepted entirely at the discretion of the Seller, and, if so accepted, will only be accepted upon these Conditions and by means of the Seller’s standard order acknowledgement form. 2.2 Each order which is so accepted shall constitute and individual legal binding contract between the Seller and the Purchaser and such contract is hereafter referred to in these conditions as a “Contract”. 2.3 These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Purchaser and no additions alteration or substitution of these terms will bind the Seller or form any part of any order, unless they are expressly accepted in writing by a person authorized to sign on the Seller’s behalf. 3. Specifications 3.1 The Seller represents only that the Products are in compliance with the laws and technical rules in force in Italy and with those further specifications (if any) expressly listed or set out case by case under a specific Contract. 3.2 The Seller does not guarantee the compliance of the products with the laws and technical rules in force in the Purchaser's country. 3.3 No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sale literature or other data deduced from the samples delivered by the Seller, shall form part of or be incorporated by reference into the contract. 3.4 The Seller may change the design of the products and their technical characteristics without notice. 3.5 Where the Purchaser installs the products using windows, items or accessories (“the accessories”) not supplied by the Seller the latter will not be responsible for default of installation or damages whatsoever to any third party, unless the Seller has approved and confirmed in writing that the accessories are suitable for installation. 4. Prices - payment conditions 4.1 Unless otherwise agreed in writing prices of the products shall be those listed under the Seller’s price list in force from time to time. They refer to products sold FCA Seller’s premises according to ICC Incoterms Revision 2020 or successive updated revision which shall be deemed incorporated by reference into these Conditions. 4.2 Unless otherwise agreed case by case payment unless otherwise agreed, shall be made alternatively: i) in advance at least one week before loading date of the products at the Seller’s premises. Payment shall be considered made when the sum at the Seller’s disposal into its bank account; or ii)by means of an irrevocable letter of credit confirmed by a leading bank of the Seller's country at least 30 days before the agreed term of loading of the products at the Seller’s premises. The expiry date of the credit must be fixed in a manner to warrant that there are at least 90 days between the date of issuance of the documentary credit and its expiry date. If an payment or a documentary credit or a bank guarantee have been agreed under the payment conditions the Contract will enter into force only provided that the appropriate conditions on payment are met before the timing agreed initial down under the Contract. Notification of a valid documentary credit to the Seller or bank guarantee (as appropriate) shall be made by the Purchaser in accordance with the text and characteristics indicated in the Contract and in compliance with the timing agreed in the Contract.
Should any the above terms expire without receiving Purchaser’s acceptance and/or down payment (if any) or notification of a valid documentary credit or notification of a bank guarantee at due date, the Contract shall be held void and ineffective. 4.3 Any payment made to agents, representatives, or commercial intermediaries of the Seller shall not be deemed to have been carried out until the relevant sums are collected by the Seller. 4.4 If the Purchaser fails to pay by the stipulated date, the Seller, being saved any compensation for loss and damage, shall be entitled to moratory interests according to EU Directive 7/2011 or its any successive update from the day on which payment was due. 4.5 In case of delay or any lack of compliance with the terms of payment the Seller may, after having notified the Purchaser in writing, suspend its performance of any Contract until it receives payment in full or adequate banking guarantees, payable at first request, in accordance with the text and characteristics required by the Seller, which shall cover the whole outstanding debt. Alternatively, to such banking guarantees, the Seller shall be entitled, at its absolute discretion, to require payment in advance of the whole amount before delivery of the products agreed under any Contract. 5. Reservation of title 5.1 Title to the products comprised in each consignment shall not pass to the Purchaser until the purchaser has paid their price to the Seller, but even though title has not passed the Seller shall be entitled to sue for their prices once the payment has become due. The purchaser shall, at Seller’s request, assist him in taking any measure necessary to protect the Seller’s title to the Product in the country concerned. 6. Delivery 6.1 Unless differently agreed the delivery of the products shall be made FCA Seller’s premises in accordance with ICC Incoterms Revision 2020. Partial deliveries are allowed. 6.2 If the Seller undertakes to take care of the shipment (or part of it), this latter shall act as authorized agent of the Purchaser. In such a case the Purchaser shall bear the whole risk and costs relevant thereto. 6.3 The Purchaser shall assume any risk and expenses, holding the Seller harmless, for the compliance with any legal provisions concerning features and disposal of packing. 6.4 Unless the Contract provides a specific delivery date, the Seller shall supply the Products within the non-binding term of delivery of 180 days from the date of entering of the contract. In any case, the Seller is entitled a period of grace of 30 days from the expiry of the delivery date provided for in the Contract. It is agreed that in no case the Seller shall be deemed responsible towards the Purchaser for loss of production, loss of profit, loss of use, loss of contracts or for any consequential, economic or indirect loss whatsoever due to delayed delivery. 6.5 If the Purchaser fails to take delivery of the Products at the delivery time set forth in the Contract, it shall nevertheless pay the price which becomes due on delivery as if delivery had taken place. Should the Purchaser fail to take delivery as of delivery date, the Seller shall be entitled to charge to the Purchaser the expenses of storage of the products for an amount of € 1 for each unit of product subject of the Contract for each additional day of delay calculated after 30 calendar days (maximum storage period allowed without costs), starting from readiness date (which is that of the submission date to the Purchaser of the packing list of the products). The Seller will have the right to retain the products until it has been reimbursed of such expenses by the Purchaser. In addition, if the delay in taking delivery exceeds 30 calendar days the Seller may, by notice in writing to the Purchaser, terminate the Contract in whole or in part. In any case the Seller shall be entitled also entitled to further damages for the losses it has suffered due to Purchaser's breach to its obligation to take delivery of the products. 6.6 Where carriage of the products is carried out by the Purchaser the latter undertakes to provide the Seller, by the tenth day of the month following the supply, with a written statement in relation to each carriage of products it has made
confirming that the products have been received or, as alternative, the Purchaser shall return the Seller a copy of the usual document of transport (e.g. DDT,CMR) duly signed and sealed with the name of the person who has received the goods.In any case it is agreed that the Purchaser shall collaborate with good faith with the Seller in order to provide him with all the documents, within his sphere of control, proving carriage of the Products outside the Italian territory, according to both EU Regulation 2018/1912 and Italian Tax Law. Lacking this, the amount of the Italian Vat and related fines and sanctions imposed by the Italian Authorities will be charged on the price of sale of the products. 7. Warranty - Liability for defective products- Product liability claims 7.1 The Seller undertakes to remedy any non-conformity (defect) of the products for which it is liable, occurring within one-year (1) year starting from delivery date, provided it has been notified timely about such defect in compliance with art.7.6 hereunder; lacking this the Purchaser ‘s rights set forth under the present warranty will be forfeited. 7.2. In such case the Seller will replace the products (or parts of the products) which result to be defective. Alternatively to such replacement, the Seller shall be entitled, at its absolute discretion, to refund the price of the defective products in the event that such price shall already have been paid by the Purchaser to the Seller or, if such price has not been so paid, to relieve the Purchaser of all obligation to pay the same by the issue a credit note in favour of the Purchaser in the amount of such price or to repair the defective product. This warranty (i.e. the obligation to replace the defective products or to refund their price or to repair them) replaces any other legal guarantee or liability provided by law. It is consequently agreed that, except in case of fraud or gross negligence of the Seller, any other Seller's liability (both contractual or extracontractual) which may arise from the products supplied and/or their resale (e.g. compensation of damages, loss of profit, etc.) is expressly excluded. 7.3 This warranty does not cover the defects of the products caused or depending on wrong or improper installation or modification of the products made by the Purchaser without the Seller’s written authorization. 7.4 The installation of the Products shall be made by the Purchaser, under its full responsibility, and the Purchaser shall hold the Seller harmless from all liabilities and damages that may arise from the incorrect or improper installation of the Products. 7.5 The Purchaser shall bear all responsibility in case it uses or sells products from third parties; if the Purchaser does not comply with this obligation its rights under the present warranty will be forfeited. 7.6 Any complaints concerning the conditions of packing, quantity or outward features of the products (apparent defects) must be notified to the Seller in writing within 8 days from receipt of the products. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) must be notified to the Seller in writing within 8 days from discovery of the defect. The notice must indicate precisely the defect and the Products to which it refers. 7.7 With respect to possible consumer claims involving the application of domestic rules implementing the European directive 1999/44/CE of 25 May 1999 and subsequent amendments on certain aspects of the sale of consumer goods and associated guarantees, the Purchaser accepts to bear the exclusive responsibility for any obligation arising within such context. Consequently the parties expressly agree to exclude any right of redress by the Purchaser against the Seller and the Purchaser undertakes to hold the Seller harmless against any such action of redress made by subsequent sellers of the distribution chain. 8.Product liability claims 8.1The Purchaser agrees to indemnify and hold harmless the Seller against any product liability claim made with respect to the Products and undertakes to insure adequately against such risks through an insurance policy providing upon Seller’s request a copy of such insurance to the Seller.
9. Force Majeure - Hardship 9.1 The Seller shall not be under any liability for any failure to perform any of its obligations under this contract and/or any Contract due to Force Majeure. Following notification by the Seller to the Purchaser of such cause, the Seller shall be allowed of a reasonable extension of time for the performance of its obligations. For the purpose of this clause Force Majeure means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar labour dispute, restriction of supplies from Sellers, embargo, ban to export the products, epidemics/massdisease (including Covid-19) or event or circumstances outside the reasonable control of the party affected thereby. If the performance by either Party of any of its obligations under any contract is prevented or delayed by Force Majeure for a continuous period in excess of 3 months, the Parties shall negotiate in good faith, and use their best endeavours to agree upon such amendments to the Contract/s as may be fair and reasonable with a view to alleviating its effects, but if they do not agree upon such amendments within a further period of 30 days, the other Party shall be entitled to terminate any Contract by giving written notice by registered letter with return receipt to the Party affected by the Force Majeure, any right for damages being excluded. 9.2 Should the fulfilment of the Seller's commitments have become excessively onerous compared with the contractual obligations originally agreed upon under the relevant Contract, such as to modify the Seller’s costs by over 5%, the Seller shall have the right to request a renegotiation of the Contract’s conditions and, failing an agreement on such revision, to terminate the Contract without whatsoever responsibility. 10. Sales subject to successful completion of export control check- Sanctions 10.1. The Purchaser agrees that the performance of all Contracts entered into shall be subject, on a case by case basis, to the successful completion of an export control check (the "Export Check") to be carried out by the Seller on both the products and the Purchaser. If the Export Check certifies in relation to each Contract that both the products and the Purchaser are not subject to any export restrictive measures issued by the UN, EU, US and UK (hereinafter the "Sanctions"), the Contract shall be performed. If either the Purchaser or the Products or both are subject to Sanctions, the relevant Contract shall not enter into force. 10.2 Notwithstanding anything to the contrary contained in the Contract, it is agreed that the Seller shall not be liable, and shall be excused from any liability, for any breach of the Contract with the Purchaser to the extent that the provisions of the Contract and/or the sale and/or delivery of the products to the Purchaser would expose the Seller to any Sanctions, prohibition or restriction under United Nations resolutions or any trade or economic sanctions, laws or regulations of the European Union, the United Kingdom or the United States of America and any other provision of Italian law which provides that delivery or export of the Products to the Purchaser is unlawful. 11. Governing law 11.1 All the sale contracts concluded by parties shall be governed by the present conditions and, to the extent that such questions are not covered by the present conditions, by United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980, hereafter referred to as “CISG”), and, to the extent that such questions are not covered by CISG, by Italian law. 12. Disputes resolution 12.1 If the Purchaser has its registered seat in the European Union in case of disputes the courts of law of Torino, Italy, shall have exclusive jurisdiction. Nevertheless, as exception to such provision, the Seller may bring legal proceedings before the competent courts of law of the place where the Purchaser has its registered seat. Unlike the former provision in section 12.1, if the Purchaser has its registered seat outside the European Union all disputes - included those of not contractual nature - arising out of, related or connected to the sale contracts concluded between the parties under the present conditions shall be settled by arbitration under the Rules of the Milan Chamber of Arbitration
(the Rules), Milano (Italy) by a sole arbitrator, appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The Seller The Purchaser _____________________________ _____________________________ I have the power to bind the Seller I have the power to bind the Purchaser Name Name Title Title Date Date [SELLER’S SEAL] [PURCHASER’S SEAL] In accordance with articles 1341 and 1342 of the Italian Civil Code I specifically accept and approve the provisions set forth in the articles: 2.1 (orders), 3.1 (specifications), 3.2 (non-compliance with foreign laws and regulations),4.2 (payment conditions), 4.3 (payment to agents and other intermediaries, 4.4 (moratory interests), 4.5 (suspension of performance), 5.1 Reservation of title 6.1 (Delivery), 6.2 (Seller as agent for shipment), 6.3 (costs and riks deriving from disposal on the Purchaser) 6.4(delivery dates and delais de grace), 6.5 (failing to take delivery and consequences), 6.6 (proof of delivery at destination), 7.1 (warranty), 7.2 (liability),7.3 (defects not covered by the warranty) ,7.4 (installation-exclusion of responsibility), 7.5 (exclusion of the warranty) 7.6 (Time limit for notification of defects), 7.7 (Exclusion of the right of redress) 8.1 (product liability claims), 9.1 (force majeure), 9.2 (hardship),10.1 (Sales subject to successful completion of export control) 10.2 (Sanctions) and 12.1 (disputes resolution). The Purchaser _____________________________ Name Title Date
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