Validity of the terms and conditions:
The ‘General Terms and Conditions of Trade’ shall apply to all our deliveries and services provided no deviating conditions have been expressly agreed in writing and shall apply both to private and companies and even in the case of companies where no express reference is made to these terms and conditions in the course of a continued business relationship. The customer’s terms and conditions of trade shall not apply to us. Any deviating conditions and provisions indicated in letters drafted by the ordering party shall only apply if they have been accepted by us in writing.
Our offers are all subject to confirmation as regards the possibility of supplying and prices. The supply contract will only come into force when we have issued our written order confirmation. If the goods are supplied based on an order placed by the customer without any prior written order confirmation, the supply contract will come into force when the goods are delivered.
Delivery period and dispatch:
Delivery periods commence on the day the orders have been fully clarified as regards the order conditions and its fulfilment. They are subject to proper and punctual delivery by our own suppliers. Otherwise, we are entitled to withdraw from the contract without being obliged to pay compensation unless the customer is a consumer in which case this condition will only apply if we have concluded appropriate covering transactions and despite this have not been supplied. We undertake to immediately inform the customer about the failure to receive deliveries from our suppliers and to reimburse any payments that have already been made. The customer undertakes to collect the goods that have been ordered from the factory on the date notified for collecting the goods. If the customer fails to collect the goods he has ordered on the confirmed d ate and the customer is a businessperson, he will be obliged to pay € 1 per calendar day and per 100 kg to cover warehousing costs.
If a fixed collection date has been agreed upon, we will only be in arrears if we fall behind schedule by more than 14 days and this is the result of negligence or wilful intent on our part. Once this 14-day period has expired, the customer may grant us a period of grace of a fu rther 14 days. The customer will only be entitled t o withdraw from the contract once these four weeks have transp ired. The obligation to adhere to particular delivery periods does not apply in instances of force majeure, measures taken by sovereign authorities, industrial disputes, disruptions in operations, breakdown of machinery, transport problems, lack of raw materials, defects in components and soon provided we are not at fault. If the customer falls behind in his obligations, our duty to supply will be suspended. The customer will not be entitled to assert claims for compensation based on delays in delivery provided they are not caused through wilful intent or gross negligence on our part. If the dispatch of the goods has been agreed upon, this shall take place under the responsibility of the customer and in accordance with his instructions. The transfer of risk to the customer will take place when loading operations have concluded at the very latest.
Notification of defects, guarantee, liability:
Customers that are businesspersons are obliged to report all blatant defects, shortfalls or wrong deliveries immediately in writing, in any case within eight days, and customers that are private must do so within two weeks of receiving the goods, in any case before they are reprocessed, fitted or installed. In the case of hidden defects, they must be reported as soon as they are detected and in any case no later than two years after receipt of the goods. The goods must be examined as soon as they are received. Defects that have not been reported in good time shall be regarded as having been accepted. For goods that are installed in the open air, no guarantee is provided for the m aterials’ resistance to frost. Therefore, inquiries should be made beforehand about the properties of the materials. Materials in respect of which complaints have been lodged may not undergo further processing without our written approval; otherwise it will be impossible to acknowledge guarantee claims.
Our goods are natural products. In this respect, any visual or structural deviations from samples do not constitute defects. The samples supplied to the customer can only provide a general idea of the colours and structure of the stones and accordingly, no guarantee can be given that the colours and structural characteristics will coincide exactly with the sample provided. Our guarantee obligation is restricted to a replacement delivery, withdrawal from the contract, a reduction in the price or subsequent performance as we see fit. If sub sequent performance fails to resolve the problem, the custo mer is entitled to demand a reduction in the price or to withdraw from the agreement. Special properties of materials such as for example resistance to frost or heat and other properties will only be assured if they have been approved by us in writing. We are liable for the entire value of damage in case of violation of fundamental contractual duties, wilful intent, gross negligence on our part and on the part of a managerial employee and in the case of death or injury to body or health caused through wilful or negligent actions. Otherwise, we are only liable up to the invoice value of each contractual item.
Prices are ex work in euros without engagement. Offers, which are subject to the final conclusion of a contract, are only valid after we have issued our written order confirmation. If the costs of constructing the materials change for reasons beyond our control, we reserve the right to adjust the prices accordingly. This does not apply if the customer is a consumer. Unless otherwise stipulated, our invoices are payable within ten days of the date of invoice net without deductions and exempt from charges. In case of delays in payment, we are entitled to charge default interest in accordance with statutory provisions. We reserve the right to assert further claims for compensation.
We reserve the right to demand advance payment in cash or the provision of guarantees, even for orders that have already been confirmed, before the goods are dispatched or made ready for collection whenever we consider that this is necessary to ensure payment of the agreed price. In addition, if the customer has difficulties in making payments, we are entitled to require immediate payment of all outstanding and deferred invoice sums and/or to demand payment in cash or the provision of guarantees after the return of bills of exchange accepted in lieu of payment. Bills of exchange will only be accepted after appropriate agreement had been reached. Payments by means of bills of exchange or checks will only be valid when they have been redeemed. Any expenses incurred shall be borne by the customer. The customer herewith waives his right to exercise a right of retention from earlier or different transactions within the current business relationship. The customer may only set off his counterclaims against our claims if such counterclaims have been acknowledged by us and are either due for payment or have been legally established. Regardless of any complaints or defects upon delivery, the corresponding invoice must be paid as soon as it becomes due. The customer is advised of the fact that we engage the services of credit reference agencies.
Retention of title:
Until the claims ensuing from the contract have been fully satisfied, the delivered goods will be subject to an extended retention of title. If the customer is a legal entity under public law, a special fund under public law or a businessperson, the retention of title will also apply to any claims we assert against the customer and which derive from the current conditions of trade. In the case of payment by means of bills of exchange or cheques, the retention of title will continue until the bill of exchange or cheque has been fully redeemed. As long as our proprietary interest has not extinguished, any resale by the customer shall be carried out on our behalf and the customer will not be entitled to assert any resulting claims against us. Any goods obtained through processing of the goods supplied by us and subject to retention of title shall be regarded as having been manufactured on our behalf and shall become our property without our in curring any obligation as a result. The joining, commixture or confusion of the goods subject to retention of title with other goods not belonging to us results in the acquisition of joint property rights by us as set out in statutory provisions. In the cases described above, the customer must store the goods belonging to us or to which we have joint property rights on our behalf and at his expense.
If the goods subject to retention of title are sold or fitted in a building belonging to a third party or to the customer, the customer shall forthwith assign any claims ensuing from the sale of the goods, the installation of the goods or the sale of the property or property rights to the value of the goo ds subject to retention of title. We herewith accept this transfer of claims.
If the claim assigned to us exceeds our claim by more than 20%, we undertake to release the amount that exceeds the value of his claim if requested to do so. The customer is furthermore obliged to provide us with any information and documents we request and which are necessary to safeguard our rights. In particular, the customer must communicate the names and addresses of the obligors of claims assigned to us and if requested by us, he must notify the obligors about the transfer of claims. The customer is furthermore obliged to draft a document for us regarding the transfer of claims. The retention of title described above will also continue to exist even if our claims are incorporated into current invoices and the balance has been drawn and recognized.
The customer may not pledge or assign by way of security any goods subject to retention of title and claims deriving from the sale of such goods without our prior, written consent. He is obliged to notify us about any encroachments on our property, in particular compulsory execution measures taken by third parties, by submitting any documents required to oppose such measures. If cheques or bills of exchange are protested, payment is suspended or applications to initiate insolvency proceedings are lodged or such proceedings are opened, the right to continue to use, to use or to install the goods subject to the retention of title expires . If the customer breaches the contract and in particular, if he falls behind in payment of the purchase price, we are entitled to recover the goods after declaring our intention to withdraw and the customer is obliged to return them . Place of performance and place of jurisdiction: The place of performance for deliveries and payments is the registered office of Agglotech. If the customer is a businessperson, the place of jurisdiction is the County Court Verona or if we choose, the general place of jurisdiction of the customer. Italian law applies to deliveries to customers based abroad.
Any price reductions applied by us (rebate + cash discount + bonus) to the prevailing price lists will only take effect if the payment conditions are observed, in particular if invoices are paid within ten days of the date of invoice. In the case of late payment, suspension of payments, delays in payment or whenever in solvency proceedings are initiated in respect of the customer’s assets, the price reductions will no longer apply and additional charges will be levied. Unwarranted cash discounts etc. will be subsequently charged.
Modifications and supplements:
Modifications and supplements to the foregoing term s and conditions must be made in writing. If any single provision is ineffective, this will not affect the validity of the remaining provisions.