CONDITIONS OF SALE
ART. 1 SCOPE
1.1The conditions of sale apply stated herein to all and any sales made by ROTTA srl, which has its registered office in Via dell’Industria 34, Sommacampagna (hereinafter referred to as the “SUPPLIER”) from the date of signature of this agreement, and are valid indefinitely or until such time as is determined otherwise by written notice to this effect, to be sent by registered mail with advice of receipt. It is understood that the same conditions will nonetheless continue to apply to all orders placed by the purchaser (hereinafter referred to as the “CLIENT”).
ART. 2 ORDERS
2.1 Purchase orders (hereinafter referred to as “ORDERS”) are considered as irrevocable offers placed by the Client for a period of 90 (ninety) days and are only considered as accepted by the SUPPLIER provided such is regularly confirmed in writing, on the express understanding that any writing undertakings, whether written and/or oral, by the SUPPLIER’s agents and/or external collaborators will not by binding on the latter unless expressly confirmed in writing by said SUPPLIER.
2.2 ORDERS are considered to be accepted, unless difficulties are experienced relating to supply of raw materials and subject to orders having been placed for the same, including partial orders, which in any case will not give the CLIENT the right to terminate the agreement or compensation for damages relating to undelivered quantities of goods.
2.3 Individual ORDERS will relate to products manufactured directly by the SUPPLIER or products made for the same by third parties (hereinafter referred to as the “ PRODUCTS”) and expressly referred to in the ORDERS sent by the CLIENT. Any lists and/or descriptions of PRODUCTS stated orally are not considered valid.
2.4 Each order made by the CLIENT to the SUPPLIER shall clearly state the type and quality of PRODUCTS requested in the same ORDER. To this end, the parties agree to use numeric codes for the SUPPLIER’s PRODUCTS. Notice will be given immediately of any new codes and/or changes to pre-existing codes by the SUPPLIER to the CLIENT, and they will be considered operative from the date of receipt of the same by the CLIENT.
ART.3 QUALITY AND QUANTITY
3.1 The quality of footwear and their market characteristics are considered to be of the general standard produced by the SUPPLIER. Any requests for particular workmanship are carried out at the risk of the CLIENT, who from the time of the ORDER accepts responsibility for the results of the same.
3.2 Without prejudice to the terms of ARTICLE 2 above, the quantity is considered to be approximate and may vary within thresholds of +/- 10% (ten percent).
ART.4 TRANSPORTATION AND SHIPMENT
4.1 Expenses connected with transportation are borne by either the SUPPLIER or the CLIENT depending on the terms specified in the ORDER in question.
4.2 Without prejudice to the aforegoing, PRODUCTS are transported at the CLIENT’s risk and peril even if they are sent “delivery duty paid”, on the understanding that the SUPPLIER is exonerated from any delivery obligations whatever from the time the PRODUCTS are delivered to the carrier or transporter responsible for the same (INCOTERMS EXW).
4.3 The goods will be insured solely upon request and the cost of the premium due will be borne by the CLIENT.
ART. 5 DELIVERY TERMS
5.1 Delivery of PRODUCTS will take place in accordance with the time limits set forth in the SUPPLIER’s order confirmation. Said time limits are solely and exclusively subject to performance by and not later than the dates specified, unless otherwise agreed. The time limit set forth in an ORDER is considered approximate and not absolute and can never be considered a fundamental condition of the agreement. In any case, any delay in delivery of products, provided such in not greater than 30 (days) cannot give rise to cancellation of the ORDERS in question, or for that matter any claim for damages.
5.2 The delivery time limits will nevertheless be suspended where such is impossible due to events or circumstances constituting force majeure, such as, and simply by way of example, strikes (whether relating to a sector of industry and/or company), natural events or other circumstances that are not directly attributable to the SUPPLIER.
5.3 The SUPPLIER nonetheless reserves the right at its sole discretion to carry out partial shipments, which are considered to be totally accepted by the CLIENT.
ART. 6 GUARANTEES
6.1 The SUPPLIER guarantees all products to the CLIENT for any manufacturing defects or for their failure to comply with orders.
6.2 Quantitative variations of PRODUCTS must be contested by the CLIENT in writing on penalty of forfeiture, within 10 (ten) days following receipt of the same by the CLIENT.
Given the “seasonal character” of the PRODUCTS, the CLIENT shall inform the SUPPLIER of “latent” defects relating thereto, within 8 (eight) days from discovery of the same, and in any case by and not later than 90 (ninety) days from receipt of the PRODUCTS in question.
6.3 Any defective PRODUCTS, in relation to which notification has been made within the time limits specified in paragraph 6.2 above, will be inspected by the SUPPLIER so as to eliminate such defects, solely provided such are returned by the CLIENT at the latter’s expense. In any case, the CLIENT is obliged to comply with the payment terms of the ORDER in question, on the understanding that PRODUCTS which are effectively defective can only be written off upon expiry of 90 (ninety) days subsequent to return of the same to the SUPPLIER by the CLIENT.
ART.7 CONDITIONS OF SALE
7.1 The CLIENT acknowledges that the PRODUCTS in question are renowned for the high quality of their workmanship and aesthetic appeal, and undertakes where possible to apply the current price list for sales to the public recommended by the SUPPLIER, and therefore undertakes not to organises sales and/or stock clearance sales at discounted prices that could damage the reputation of the PRODUCTS.
7.2 Upon acceptance, an ORDER is considered to be granted to and valid only for the sales outlet expressly defined in the order. The CLIENT can therefore only sell the goods at the sales outlet and only directly to the final consumer. The CLIENT shall therefore refrain from transferring goods to a sales outlet other than that specified in the order, or assigning them to other firms or make remote sales. Internet sale are expressly forbidden under this agreement, unless expressly authorized by the SUPPLIER.
7.3 Without prejudice to the laws and regulations in force, the CLIENT is forbidden from carrying out any act that amounts to unfair competition against the SUPPLIER and/or its products with specific reference, but not limited, to fraudulent imitation of goods and in any case acts contrary to the principles of professional decency.
7.4 The CLIENT undertakes not to apply for registration and/or protection of any trademarks, patents and/or proprietary rights that are the same as and/or similar to those owned by the SUPPLIER and/or used to give its products their distinctive qualities.
ART.8 PAYMENT TERMS
8.1 All prices are considered to be exclusive of VAT. Unless otherwise agreed and specified in the ORDER in question, invoices will be paid within 60 (sixty) days of their issue, except where the invoice itself provides for alternative terms of payment. In such cases, the latter terms will prevail and therefore be considered as the only applicable terms.
8.2 The prices given may be subject to variation, and in such case, notice will be given in writing by the SUPPLIER to the CLIENT, in the event of changes to employees’ wages based on national bargaining agreements or additional increases in the costs of raw materials subsequent to signing the ORDER.
8.3 Prices not including taxes of any kind, if required, analysis, costs of documents, insurances and certificate of any kinds.
8.4 The terms and conditions as well as the currency of payment are those stipulated by the order in question. In the event of delays in payments, the CLIENT will pay the SUPPLIER, without any prior need for a default action to be brought, with interest due at the current annual bank interest rate increased by 3 (three) per cent from the time of expiry of each invoice until the date the amount due is effectively cashed in by the SUPPLIER.
8.5 The SUPPLIER does not acknowledge any discounts, deductions or other sums withheld for whatever reason by the CLIENT, unless expressly set forth in the ORDER and restated in the order confirmation.
8.6 In the event of delayed payment of overdue invoices by the CLIENT, or in the event that the CLIENT is experiencing financial difficulties or its assets are depreciating, the SUPPLIER reserves the right at its sole discretion to suspend any further ORDER and/or consider part or all of the outstanding part of the agreement terminated, or may demand payment in cash or payment backed by a Bank Guarantee (opening a confirmed irrevocable letter of credit – Bank Guarantee) for any subsequent supply.
8.7 In any case, payments made to parties other than the SUPPLIER will not be considered valid, including those made to agents and/or external collaborators of the same.
ART. 9 RETENTION OF PROPERTY – USE OF TRADEMARKS
9.1 All products will remain the property of the SUPPLIER until such time as they have been fully paid for at the full price as set forth in the ORDER, and to the extent permitted by the laws of the country in which the products are found. All and any further retention of PRODUCTS by the CLIENT is therefore not permitted.
9.2 The CLIENT is absolutely forbidden from assigning or using in any way whatever the trademark(s) relating to any goods ordered or purchased. This prohibition shall apply even with reference to advertising and promotional activities (regardless of how they are carried out, but with specific reference to the media, websites, and fliers, etc.) relating to PRODUCTS sold by the CLIENT and its sales activities in general, unless such is authorised by the SUPPLIER, in which case, agreement may be granted only in relation to specific projects subject to its prior approval.
ART. 10 TERMINATION
10.1 The SUPPLIER may at its sole discretion cancel any outstanding ORDERS, where the CLIENT breaches any of the following obligations:
– art.7 conditions of sale -art. 8 payment terms
-art. 9 retention of property – use of trademarks
ART. 11 MISCELLANEOUS
- Any communications relating to the current General Conditions of Sale, including ORDERS, may also be validly made by fax and email with delivery prrof.
- Any special terms, exemptions and/or amendments to these current General Conditions of Sale will only be valid if specifically agreed in writing between the SUPPLIER and the
ART. 12 APPLICABLE LAW AND JURISDICTION
12.1 Italian law applies to this Agreement. Furthermore, the Vienna Convention on Contracts for the International Sales of Goods is excluded from the remit of this Agreement.
12.2 For any disputes arising between the parties in relation to the interpretation, validity and enforcement of this agreement and/or ORDERS, the Court of Verona (Italy) will have exclusive jurisdiction, on the understanding that the SUPPLIER nonetheless retains the right, and at its sole discretion, to take action against the CLIENT before the court with jurisdiction over the area in which the latter is domiciled or before any other court having jurisdiction pursuant to law.
The CLIENT hereby declares that he expressly agrees to the following provision for the intents and purposes of Articles 1341 and 1342 Italian Civil Code:
ART.4 TRASPORTATION AND SHIPMENT
ART.5 DELIVERY TERMS
ART.7 CONDITIONS OF SALE
ART.9 RETENTION OF PROPERTY
ART.12 APPLICABLE LAW AND JURISDICTION