GENERAL SALES TERMS & CONDITIONS
These General Sales Terms & Conditions ("General Conditions") govern all contractual relationships (hereinafter "Contract") to be stipulated between the company Stratosfera Srl, with registered office in via Novarino n. 3/5, 23899 Robbiate (LC) - Italy, Tax Code/VAT Number 01715320139 (hereinafter also "Stratosfera" or "Supplier") and the Customer ("Customer" or " Purchaser"), with regards to the sale of all products referred to in the orders received and accepted by Stratosfera.
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1.Orders and Order Confirmation
1.1. In sending the purchase order, the Purchaser acknowledges that the technical, functional and aesthetic characteristics of the products ordered have been carefully examined and that they have been considered suitable for the intended direct or indirect use.
1.2. The prices are net of VAT and also do not include shipping and transport costs, which – pursuant to clause 4.2 below – shall be borne by the Purchaser, unless agreed otherwise.
1.3. The Contract between Stratosfera and the Customer shall be considered concluded when the Customer receives the Order Confirmation from the Supplier, which is considered accepted by the Customer in case no dispute by the Customer within 24 hours of receipt.
1.4 The goods are sold using the "gross weight weighted on the net weight" method. Therefore, the amount of goods indicated in the Order Confirmation may undergo any increase or decrease by 5% in the amount, unless otherwise agreed between the parties.
2.Payments
2.1. The payment of the purchase price of the products shall be made by the Purchaser according to the terms and the method described in the Order Confirmation.
2.2. In the event of a late payment, without any prior notice, Stratosfera will charge to the Customer the interests pursuant to Italian Legislative Decree 231/2002, from the due date until the payment date. In this case, the Customer will automatically forfeit the benefit of the deferred payment as set forth in art. 1186 of the Italian Civil Code and shall not raise any objection against the Supplier.
2.3. In case the Customer fails to pay the purchased goods, either partially or totally, according the agreed terms, Stratosfera may legitimately suspend the fulfilment of its obligations towards the Purchaser, even if they are related to a different supply. In the event of a delay in payments exceeding 30 days, Stratosfera may consider terminated all existing supply agreements, according to art. 1456 of the Italian Civil Code, and may take legal action in order to claim any damage suffered.
3.Delivery terms
3.1 Each delivery date indicated in the Order Confirmation is to be considered as purely approximate and not mandatory. Therefore, the Supplier shall not be responsible if the delivery of the goods occurs after the stated delivery date and, in any case, the Customer will be required to accept the delivery of the goods.
4.Shipment of goods and transfer of the risks.
4.1 The goods supplied by Stratosfera are placed on wooden pallets, of a suitable size for the quantity of products ordered. As a general rule, Stratosfera arranges non-stop pallets with a height of no more than 120cm. Any special requests must be specified when placing the order request.
4.2 Unless expressly agreed otherwise, the products are sold "ex works". Therefore, any shipping, transport and insurance costs of the goods remain the sole responsibility of the Purchaser.
4.3 The transfer of risks from the Supplier to the Purchaser occurs as soon as the carrier – even if chosen directly by Stratosfera – takes over the goods.
4.4 In the event that the customer expressly wishes to collect the ordered products from Stratosfera warehouse, Stratosfera will send the Customer a notification as soon as the goods are ready.
The Customer is then required to collect the products within 5 days.
In the event of any delay in the collection of the goods, the Supplier will charge the Buyer for the storage costs and, after 5 days from the forwarding of the notification, the contract will be considered terminated due to Buyer's fault, with Stratosfera’s right to obtain the payment of the goods sold, storage costs and any greater damages.
5.Goods acceptance and returns
5.1. Upon receipt of the goods, the Purchaser must promptly check if all the Products received correspond with the relative shipping documents and verify their correspondence with the promised quantity and quality requirements. The Purchaser must report in writing the quantity and/or quality defects of the Products, via certified e-mail, including the description of such defects (or of any undelivered Products), within the mandatory time limit of 8 days from delivery or 8 days from the discovery of such defects if hidden.
The report must also contain all the data indicated on the labels placed on the delivered pallets, which include the identification information of the supply: item of sale, type of product, quantity in kg and number of sheets, Pallet ID.
5.2 The costs of packaging, shipping and insurance, among others, for the purpose of the return, shall be exclusively borne by the Customer.
5.3 The Purchaser agrees to make the disputed Products available free of charge, upon Seller’s request, for their inspection; this inspection will be carried out by the Seller or by a person appointed by the Seller.
5.4 Any supply for which no dispute has been raised in accordance with the procedures and terms indicated above is considered approved and accepted by the Purchaser.
5.5 The notification of a report of faults or defects shall never have as a consequence the annulment or reduction of the order by the customer and, in any case, the failure to respect the agreed payment deadlines.
5.6 Any return must always be previously agreed with Stratosfera and can only be accepted if the material and its packaging are perfectly intact. The disputed goods must be returned free of all costs and with an accompanying note that includes the reasons for the return.
5.7 Upon receipt of the returned goods, for any appropriate decision by Stratosfera, the Supplier will check the weight of the returned goods, and shall inspect them if necessary, in the event that the Purchaser has reported any defects in compliance with these General Conditions.
6.Warranties
6.1 The Supplier's guarantee regarding the quality of the products supplied is limited to what is stated in the technical data sheet of the product, which the Purchaser declares to know.
6.2 The Supplier, within the said limits, only guarantees the products delivered correspond to those ordered and does not warrant their suitability to satisfy specific needs of the Purchaser or third parties.
6.3 Unless otherwise stated in the offer or in the Order Confirmation, the warranty - also considering the nature of the products sold by the Supplier - will last for 60 days from the date of delivery, notwithstanding art. 1495 of the Italian Civil Code.
6.4 Within this warranty period, the Supplier, at its own discretion, undertakes to replace the goods or refund the relative invoiced value, in the event that the Customer has reported any fault or defect strictly within 8 days of delivery.
6.5 In any case, the guarantee will become ineffective in cases where any faults, defects or discrepancies are connected to an incorrect use and/or storage or non-compliance with the intended use and structural characteristics of the products and with any instructions/warnings provided by Stratosfera.
7.Supplier’s liability limitation and exemption.
7.1 Without prejudice to the mandatory provisions of law, the Supplier's liability shall be limited exclusively to the amount of the price of the products included in the Contract with the Customer.
7.2 The Supplier will not be responsible for failures or delays in the execution of any of the obligations, pursuant to the Contract, caused by Acts of God, which are beyond its reasonable control (including, but not limited to, strikes, lockouts, union unrest, fires, floods, earthquakes, landslides, impossibility of using railways, sea shipments, air shipments, transport, impossibility of using telecommunications networks), as well as in the event of a generalized shortage of raw materials.
In this circumstance, the Supplier shall make an effort to inform the Customer about the cause of exemption from liability and the new foreseeable delivery dates, which in any case always remain approximate.
7.3 If the cause of exemption from liability still persists for a relevant period according to the specific nature of the business transaction and the needs of the parties, each Party shall have the right to terminate the contract by written notice to the Counterparty.
7.4 The Purchaser shall bear the responsibility deriving from the respect of the laws and safety regulations relating to the use of the products purchased. Therefore, the Supplier shall not be in any way responsible for direct and/or indirect damages caused to persons and/or properties, deriving from improper use of the products supplied, nor, even indirectly, for the failure or inadequate operation of the products and / or consequential damages.
8.Jurisdiction, Applicable Law and Competent Court
8.1 The supply agreements, and therefore the individual sales contracts between the Supplier and the Purchaser, shall be governed by Italian law.
8.2 For any controversy deriving from the interpretation, performance and application of the Contract, the Parties agree on the exclusive Italian jurisdiction and the Court of Lecco shall be the sole and exclusive Court of jurisdiction, with the exclusion of any other possibly competent court.
9.Final clause
9.1 Any waiver and/or exception to these General Condition must be approved by the parties only in writing.
9.2 These General Conditions are drawn up in Italian and in English. In the event of any conflict between the Italian and English versions, the Italian version shall prevail.
Date:
Stratosfera Srl [Customer]
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Pursuant to and by effect of articles 1341 and 1342 of the Italian Civil Code the Customer expressly approves these clauses: 2 (Payments), 3 (Delivery terms), 5 (Goods acceptance and returns), 6 (Warranties), 7 (7. Supplier’s liability limitation and exemption), 8 (Jurisdiction, Applicable Law and Competent Court).
[Customer]
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