T.I.

2021

346

Marca Corona

347

General sales conditions.

Rev.1a of 1st January 2018

A.- CONTRACT COMPLETION

A.1.- These general sales conditions govern every sales contract between

the Seller and the Buyer and any amendment or exception thereof shall be

agreed in writing.

A.2.- Any o�ers, credits and/or rebates granted by agents or other interme-

diaries, shall not be considered valid if they are not con�rmed in writing by

the Seller.

A.3.- The Buyer shall send the written orders to the Seller, directly or through

the agents, and the orders shall include the codes of the required products,

quantity, price and destination. The order sent by the Buyer is irrevocable.

A.4.- The sale shall be deemed completed when� (i) the Buyer receives a writ-

ten con�rmation from the Seller, via e-mail, fax or other electronic means,

that complies with the terms and conditions of the order� or (ii) if the con-

�rmation sent by the Seller contains conditions that di�er from the order

sent by the Buyer, when the latter accepts it in writing or in any case does

not object within 7 (seven) days from reception� or (iii) if the Seller does not

provide a written con�rmation, when the products are delivered and loaded

by the Buyer.

B.- PRICES

B.1.- The prices agreed upon for each individual sale are net prices for cash

delivery ex works (the Seller’s plant shall be speci�ed in the order con�rma-

tion), unless otherwise agreed in writing.

C.- PRODUCT CHARACTERISTICS

C.1.- The Buyer declares to have read and comply with the content of the

following documentation published on the corporate website� 1) Laying, use,

cleaning and maintenance manual and 2) Technical data sheets.

C.2. Given the intrinsic variability of the ceramic products, the character-

istics of the samples, previously sent by the Seller to the Buyer, are purely

illustrative and cannot be deemed binding.

C.3. Unless speci�cally requested and agreed before the order con�rma-

tion, the Seller does not guarantee that the entire quantity of an article on

order shall be sent from one same production lot.

D.- DELIVERY TERMS

D.1.- The delivery terms are approximate and a delay does not give the Buyer

any right to claim compensation, without any exception.

D.2.- If the Buyer does not collect the goods, a�er 10 (ten) days from the

date of the �goods ready” notice, the Seller has the right � at its discretion �

to establish a new delivery date.

E.- SHIPPING ARRANGEMENTS AND TERMS

E.1.- The Buyer must communicate any variation in the destination of the

products, di�erent from the one agreed in the order con�rmation, in writing

within, and no later than, the second day before the day foreseen for the

collection at the Seller’s premises. The Seller reserves the right not to ac-

cept the change of the product destination. If the actual destination of the

product is di�erent from the one stated by the Buyer, the Seller reserves

the right to suspend the execution of the supplies underway and/or to ter-

minate the contracts in force and the Buyer shall not have the right to claim

direct and/or indirect compensation of any type.

E.2.- Unless otherwise agreed, the goods shall be delivered ex-works (E�W

- Incoterms 2010) and this shall also be the case when the parties agree

that the delivery, or part of it, shall be arranged by the Seller on the Buyer’s

behalf. In any case, the risks shall transfer to the Buyer upon delivery to the

�rst carrier.

E.3.- Without prejudice to the Seller’s extraneity in relation to the transport

contract, the Seller shall not be indicated as �shipper” on the bill of lading.

The communication of the gross weight of the container to the Forwarding

agent does not represent in any way the undertaking of any liability by the

Seller as regards the SOLAS (Safety Of Life At Sea) Convention. In no event

may the said communication be taken to be the VGM (Veri�ed Gross Mass).

E.4.- The Buyer undertakes to ensure that the vehicle sent to the Seller’s

warehouse is suitable for the loading operations, considering the nature of

the products. If the vehicle sent to collect the goods causes di�culties in

the loading operations, the Seller reserves the right to charge a penalty, of

4% of the value of the products, to cover the extra logistics costs. If the ve-

hicle sent is not at all suitable, the Seller reserves the right to refuse to load

the goods and the Buyer shall not have the right to claim compensation for

any direct and/or indirect cost that may arise therefrom.

E.5.- The Buyer is responsible for assigning the carrier the task of checking

the products before loading them� any observations concerning the condi-

tion of the packaging and the correspondence of the quantities loaded with

those on the transport document must be made by the carrier upon collec-

tion of the goods. The said observations must be written on all the copies

of the transport documents, otherwise the loaded products shall be consid-

ered to be complete and in good condition. As a result, the Seller shall not

be liable for any missing or damaged products not reported by the carrier.

E.6.- The Buyer is also responsible for assigning the carrier the task of

checking the loading procedure and the stability of the goods on the vehi-

cle, in order to prevent damage during transport and to comply with all road

safety provisions.

F.- PAYMENTS

F.1.- All payments must be made to the Seller’s registered o�ce. Payments

made to agents, representatives, or sales assistants shall not be considered

as made until the amounts are received by the Seller.

F.2.- The Buyer shall not ful�l its payment obligations by making payments

from countries other than its own country of residence, if the said countries

do not guarantee an adequate exchange of information with Italy. In case

of breach of the said prohibition, the Seller has the right to terminate the

contract for just cause and the Buyer shall not have the right to claim com-

pensation for any damage su�ered.

F.3.- Any costs for stamp duty and bank dra� fees shall be borne by the

Buyer. Failure to ful�l, even only in part, the payment shall result in the appli-

cation of interest on arrears in favour of the Seller, from the date established

for the payment, as envisaged by legislative decree 09/10/2002 no. 231.

F.4.- Unless otherwise agreed in writing, the Buyer undertakes not to o�set

any receivables, of whatever nature, owed by the Seller.

G.- CLAIMS

G.1.- Upon receipt of the products, the Buyer shall perform a visual in-

spection in compliance with instructions provided in point 7 of UNI EN ISO

10545�2 standards.

G.2.- The products must be installed and �tted strictly respecting the rec-

ommendations related to the activities to be performed before and during

the laying of the product speci�ed in document 1) Laying, use, cleaning and

maintenance manual, published on the Seller’s website, and on the product

packaging and/or inside the packaging. Faults caused by an incorrect in-

stallation and by missing/incorrect maintenance (di�erent from instructions

provided in document 1) Laying, use, cleaning and maintenance manual), by

an unsuitable use and/or by normal wear over time shall not be considered

product faults.

G.3.- With the exception of the limits of acceptability foreseen by the inter-

national EN 14411 (ISO 13006) standard, the parties acknowledge as identi�-

able faults those product defects that are immediately visible upon receipt

thereof and that make the material unsuitable for use or that signi�cantly

reduce its value. This category includes faults as de�ned in the document

1) Laying, use, cleaning and maintenance manual, published on the Seller’s

website. Identi�able faults include, by way of a non-limiting example, super-

�cial defects, decoration defects, defects concerning polishing, dimensions,

surface �atness, straightness of sides/rectangularity and thickness, cracks,

chippings or rough edges, non-compliant shades, mixed shades and prod-

ucts that feature problems deriving from the cutting process and/or from

chips.

G.4.- If the Buyer �nds an identi�able fault, it must be reported in writing

to the Seller, within 8 (eight) days from receipt of the products� failure to

send the claim shall result in the forfeiture and loss of such right. The Buy-

er shall keep the entire lot of material readily available for the Seller. The

claim shall include the invoice details and an accurate description of the

claimed fault together with photographs, where possible. In the event that

the claim proves to be unfounded, the Buyer shall refund the Seller any

costs incurred for an inspection (expert’s reports, travel, etc.).

G.5.- Hidden faults shall be noti�ed to the Supplier in writing, by recorded

delivery letter with advice of receipt, within 8 days from the date such fault

is found, under penalty of forfeiture.

G.6.- The Buyer’s right to make a claim for faults under warranty is valid for

12 (twelve) months from the delivery of the products.

H.- WARRANTY FOR FAULTS

H.1. The Seller’s warranty is limited to �rst grade products and not second or

third grade products or lots on o�er with special prices or discounts, which

must be duly speci�ed with a note in the order con�rmation.

H.2. The Seller does not guarantee the suitability of the products for par-

ticular uses, and only guarantees the technical speci�cations published on

the website in the document 2) Technical data sheets. The indication for

use is merely indicative, even when written in the Seller’s catalogues and

manuals. On the basis of the characteristics described in the document 2)

Technical data sheets, the designer always has the task of assessing the

suitability of the product for the speci�c use conditions, taking into account

the stress and variables to which the product will be subjected, which may

alter its characteristics� for example, the tra�c intensity, quality of tra�c

(foot tra�c with the presence of sand, debris�), adverse weather conditions

and any other unpredictable factor to which the material may be exposed.

H.3.- In the event that identi�able product faults are ascertained, as

de�ned in sub section G no. 3, the Seller shall replace the faulty prod-

uct with another one with equal or superior characteristics; should

this not be possible, the Seller shall apply a signi�cant price reduc-

tion. Alternatively, following the return of the faulty products, the

Buyer shall have the right to a refund of the price paid plus the trans-

port cost, with the exclusion of compensation for any other direct

and/or indirect damage.

H.4.- The Seller’s warranty shall not be valid if the products that have

identi�able faults (totally or in part) have been used and/or in any

case transformed, as this entails that the Buyer (or its customer) ex-

pressed the intention to accept them in the condition in which they

were found.

H.5.- In the event that hidden product faults are ascertained, the

Seller’s warranty is limited to the replacement with other products

of equal or superior characteristics; should this not be possible the

Seller shall refund the price paid plus the transport cost. In any case,

the Seller’s warranty for any direct and/or indirect damage caused by the

faulty product, shall be limited to an amount that shall not be greater than

double the selling price applied by the Seller, only in relation to the faulty

part of the supply.

H.6.- In the event that the Buyer resells the product to subjects protected

by the consumer code (law decree no. 206/2005), the former shall be re-

sponsible for the conditions applied, if di�erent from those stated herein,

and shall ensure that the consumer’s rights are exercised, in relation to the

remedies and terms established by the said code. If there are the grounds

for the Buyer to exercise the right of recourse and/or make a claim against

the Seller/manufacturer, the said action shall take into account or go be-

yond the exemptions and limits established in sub sections G no. 1 and H

no. 5.

I. SOLVE ET REPETE (pay and then claim) AND TERMINATION CLAUS-

ES

I.1.- Pursuant to article 1462 of the Italian Civil Code, on no account may

the Buyer suspend or delay payment of collected material, including in the

event of alleged defects or faults in the material� this does not a�ect the

right to claim back any payments made unduly (solve et repete).

I.2.- If the Buyer’s �nancial situation changes or in the event of non-payment

(even partial) of products already supplied, the Seller reserves the right to

suspend the execution of the supplies underway and/or to terminate the

contracts in force and the Buyer shall not have the right to claim direct and/

or indirect compensation of any type.

L.- RETENTION OF OWNERSHIP

L.1.- The products supplied shall remain exclusive property of the Seller until

the Buyer has paid the full amount.

L.2.- During the aforementioned period, the Buyer shall undertake the ob-

ligations and responsibilities as bailee (also referred to as custodian) and

shall not transfer the said products, grant their use, let them be seized or

distrained without declaring that the property is of the Seller, and the Buyer

shall immediately inform the Seller by recorded delivery letter with advice

of receipt.

M.- FORCE MAJEURE

M.1.- Each party may suspend the ful�lment of its contractual obligations,

when the said ful�lment is impossible or objectively too costly due to an

unforeseeable impediment independent from the parties, such as for ex-

ample� strike, boycott, lockout, �re, war (declared or not), civil war, riots and

revolutions, requisitions, embargo, power blackouts, extraordinary breakage

of machinery, delays in the delivery of components or raw materials.

M.2.- The party that wishes to apply this clause shall immediately notify the

onset and end of the circumstances of force majeure to the other party in

writing.

M.3.- If the suspension due to force majeure lasts longer than 60 (sixty)

days, each party shall have the right to terminate this contract, with a notice

of 10 (ten) days to be noti�ed to the counterparty in writing.

N.- CONFIDENTIALITY

N.1.- The Buyer undertakes to maintain con�dentiality as regards all infor-

mation of a technical (such as, by way of a non-limiting example, drawings,

tables, documentation, formulas and correspondence) and commercial

nature (including contractual conditions, purchase prices, payment condi-

tions,�) gained during the performance of this contract.

N.2.- The con�dentiality obligation shall be undertaken for the entire dura-

tion of this contract and for the period following its execution.

N.3.- In case of failure to uphold the con�dentiality obligation, the non-ful-

�lling party shall pay the other party compensation for all damages that may

derive therefrom.

O.- SELLER’S TRADEMARKS AND DISTINCTIVE SIGNS

O.1.-The use of trademarks, ornamental designs and creative works in gener-

al, in whatever form and manner of expression (such as, by way of a non-lim-

iting example� images, photos, drawings, videos, shapes, structures, etc.)

constituting the Seller’s intellectual property, through any means (such as,

by way of a non-limiting example� press, video, radio, internet, social media,

instant messaging platforms or VoIP, etc.) is strictly forbidden. Any excep-

tion to the said prohibition, even only partial, must be authorised in writing,

each time, by the Seller’s general management.

P.- CONTRACT LANGUAGE, APPLICABLE LAW, JURISDICTION AND

AUTHORITY

P.1.- The present CONTRACT is dra�ed in Italian, and in case of disputes the

said version shall prevail over any translations in other languages.

P.2.- Any dispute concerning the supply of products shall be subject to Ital-

ian law and jurisdiction and the Court of Modena, the town in which the

Seller has its registered o�ce, shall have sole local jurisdiction.