The obligation to maintain certain delivery dates shall lapse in the event of force majeure, sovereign measures, labour disputes, breakdowns, machine failures, transport hindrances, raw material shortages, discarding of a workpiece, and the like, insofar as these are not attributable to us. As long as the customer is in arrears with payments, our delivery obligation remains suspended. Insofar as there is no intent or gross negligence on our part, the customer shall not be entitled to assert claims for damages against us for delayed delivery. If shipment of the goods has been agreed upon, this shall be stated on the customer’s invoice according to his instructions. The goods travel at the customer’s risk. Notification of defects, warranty, liability: All obvious defects, errors in uantity or wrong deliveries must be notified in writing immediately or at the latest 8 days after receipt of the goods, if the customer is an intermediary, within 2 weeks if the customer is a private person and in any case before further processing, installation or transfer; in the case of non-obvious defects, after their discovery, at the latest, however, two years after receipt of the goods. The goods shall be inspected immediately upon delivery.

 

Defects not duly reported shall be deemed irrevocably accepted. In the case of outdoor installation, frost resistance cannot be guaranteed for all materials. It is therefore necessary to make prior enquiries about the material characteristics. The disputed material may not be further processed without written approval, in which case all warranty claims shall lapse. Our goods are natural products. For this reason, optical or structural deviations from the samples are not to be considered a defect. Samples left with the customer can only indicate the colour and structure of the stone in general; we therefore accept no liability for the fact that the findings in colour and structure do not exactly match those of the existing sample. Our warranty obligation is limited, at our discretion, to replacement of goods, cancellation, price reduction or supplementary performance. If supplementary performance fails, the customer is entitled to a price reduction or withdrawal. Special material properties, e.g. frost and heat resistance and others, are only guaranteed if confirmed by us in writing. We shall be liable, irrespective of the legal ground, for the full amount of the damage, in the event of breach of fundamental contractual obligations, in the event of premeditation, gross negligence on our own part and on the part of the manager, as well as for any injury to life, body or health, caused intentionally or culpably. Otherwise, we are liable only to the extent of the invoice value of the respective contractual object. Terms of payment: Prices are non-binding, in Euro ex works. Offers are only valid subject to final conclusion of the contract by our written order confirmation. If, for reasons that we are not obliged to justify, there should be a change in material costs, we reserve the right to adjust prices accordingly. This does not apply if the customer is a private individual. Our invoices, unless otherwise agreed, must be paid within 10 days from the invoice date, without discount, without charge. In the event of delayed payment, we shall be entitled to charge interest on arrears in accordance with the statutory provisions. Claims for greater damages are reserved. We reserve the right to demand advance payments in cash or security for contracts, even those that have already been confirmed, prior to the dispatch or making available of the goods, if this represents, at our discretion, security for the agreed price. In addition, in the event of payment difficulties on the part of the customer, we may immediately set all open or deferred invoice amounts due and/or demand cash payment or performance of security against the return of bills of exchange accepted as payment. Bills of exchange are only accepted by prior agreement. Payments by bills of exchange or cheques shall only be deemed to have been made upon their collection. All costs incurred shall be borne by the customer. The customer waives the right to claim a right of retention from previous or other business transactions with respect to the existing business relationship. Offsetting of claims by the customer is permitted if such claims have been acknowledged by us and have been established as due or res judicata. Irrespective of possible disputes or defects on delivery, the invoice in question must be paid when due. Please note in this respect that there is cooperation with credit information agencies.

 

Retention of title: The delivered goods shall be subject to extended retention of title until settlement of the contractually owed claims. If the customer is a legal entity under public law, an entity under public law with separate assets, or an intermediary, the reservation of title shall also apply to the claim to which we are entitled under the terms of sale with the customer. In the case of payment by bills of exchange or cheques, the reservation of title shall continue until they are cashed in full. Until our ownership has been extinguished, each resale by the customer shall apply as if through one of our agents, without the customer’s claim against us arising therefrom. New articles resulting from the processing of the reserved goods delivered by us shall count as products for our account and shall become our property without any obligation to us arising therefrom. Linking, commingling or mixing of the reserved goods with goods that do not belong to us leads to co-ownership with our company in accordance with statutory provisions. In the aforementioned cases, the customer shall be obliged to store the reserved goods of our property or co-ownership on our behalf free of charge. In the event of the sale of the goods subject to reservation of title or their installation in the building of a third party or the customer, the customer already at this point in time assigns to us the claim arising from the sale of the goods, their installation or the resale of the property or rights to the property in the amount of the value of the goods subject to reservation of title. We hereby accept the assignment. If the assigned claim exceeds our claim by more than 20%, we undertake to release the excess amount of the customer’s claim upon request. The customer is further obliged to make available to us upon our request all information and documents protecting our rights. He shall, in particular, be obliged to provide us with names and addresses of the debtors of the assigned claims, and to notify the debtors, upon our request, of the assignment. The customer shall also be obliged to provide us with a document on the assignment. The reservation of title under the foregoing provisions shall continue even if our claims are absorbed by open invoices and the balance is established and acknowledged. In the absence of our prior approval, the customer may neither pledge nor transfer the reserved goods for security reasons. Of property and claims arising from their sale. He is obliged to notify us immediately of interventions on our property by third parties, in particular by giving us immediate notice of enforcement measures by third parties, with delivery of the documents required for opposition. In the event of protests of cheques and bills of exchange, suspension of payments, application for or opening of insolvency, the right to further use, use or installation of the goods subject to reservation of title shall lapse. In the event of conduct on the part of the customer in breach of the terms and conditions of the contract, in particular for default in payment of the sales price, we shall be entitled to withdrawal in accordance with the declaration of withdrawal and the customer shall be obliged to return the goods.

 

Place of performance and place of jurisdiction: Place of performance for deliveries and payments is the registered office of the company Agglotech. If the customer is an intermediary, place of jurisdiction is the court of Verona or, at our choice, the customer’s general place of jurisdiction. For delivery to customers with registered offices abroad, Italian law applies.

 

Discounts: The discount we grant (discount on article + discount for advance payment + bonus) on the price lists in force applies only if the terms of payment are complied with, in particular, by making payment of invoices within 10 days of their date. If payment is delayed, if payment is suspended, if payment is in arrears, or if insolvency proceedings are opened on the customer’s assets, the discounts shall be forfeited and the additional charge shall take over. Unduly deducted discounts, etc. shall be recharged. Amendments and supplements: Amendments and supplements to these conditions require written form.

 

Should individual provisions become ineffective, the effectiveness of the remaining provisions shall remain unaffected.

 

AGGLOTECH SPA SB