1) The sale of products (goods) matter of the order proposal (commission) is submitted to thefollowing general sales conditions.
2) The products buy-sell contract is concluded with the acceptance from the Company’s side (Cosmogas Srl) of the proposal made by the Buyer (Contractor) on the basis of the present general conditions.
3) The buy-sell proposal made by the Buyer included in the commission must be considered as irrevocable for 4 (four) months starting from the date of formulation of the proposal. The Buyer also agrees that after this period the proposal is still valid even if not expressly revoked. Therefore, within the above mentioned term of 4 (four) months, the Company will be able to accept the present proposal in writing, and/or by the execution of the order with the delivery, even partial, of the products to the Buyer or to the forwarding agent/carrier: the Buyer is engaged since now to accept, within the same term, also partial deliveries of the products. The partial acceptance or the partial delivery, within the term permitted to the Company according to the contract, or anyway – after the expiry of this term, before receiving any news concerning the Buyer’s explicit revocation, will allow the Company to confirm in writing the proposal not yet accepted or executed, or execute it with the shipment of remaining goods. It’s understood between the Parties that the execution or partial
acceptance of the order by the Company does not involve the total acceptance of the order proposal.
4) All eventual changes to the order proposal made by the Buyer before the expiry of the term for the aforementioned acceptance and, anyway, before the Company executes, even partially, what required with the order, will have to be agreed by both Parties.
5) The buy-sell transaction is intended to be concluded ex works and thus the freight charges and all risks coming out from the products freight are at the expense of the Buyer, starting from the delivery of goods to the forwarding agent/carrier in charge. The obligation to deliver the sold products is accomplished by the Company with the delivery of the products
to the forwarding agent/carrier, that could be chosen by the Company or by the Buyer. If the sale is ex works, the Buyer assumes all costs for the shipment and all risks coming out from it. All claims for goods loss or damages during the shipment and for any discordance with the quantities and qualities marked on the documents necessary for the shipment, should be
addressed from the Buyer to the forwarding agent/carrier at the delivery, in compliance with the terms and delays agreed in the signed contract, and sent in writing, also by fax, to the Company and to the related Agent.
6) The delivery terms included in the order proposal cannot be considered either compulsory or fundamental for the Buyer if not explicitly stated. Therefore all deliveries delay, of any
nature and origin, could not give the Buyer the right to raise any demand of compensation or contract revocation. The Buyer could recede from the contract , with no compensation demand and with the eventual restitution of all payments on account, if the delivery doesn’t occur within 60 days from the date required for the delivery and for a cause imputable to the Company.
7) The goods prices are those resulting from the Company price list applicable at the moment of the subscription of the order proposal, with the application of the agreed discounts.
8) All payments will have to be done fully respecting the terms specified in the order proposal accepted by the Company, with the exception of all changes in the payments eventually fixed in writing between the Parties and resulting from the order acknowledgement. No claim of any nature concerning vices, faults and quality of the goods, even if admitted as valid by the Company, could raise any shortage, delay or suspension of payments, as any compensation on global or residual payments has to be excluded. Compensations and/or indemnities that will be recognised by the Company to the Buyer will be matter of a separate agreement and of independent compensations.
9) In case of delayed payments in comparison with all fixed due dates, the interests on overdue payments will be applied in compliance with the Legislative Decree 231/02, provided that the Company reserves the right to suspend all deliveries being executed and/or to revoke by full right ,simply in writing, all the order proposals previously accepted, added to the damages compensation for this default. With reference to the above- mentioned matters, in case of a worsening of the Buyer’s financial situation that could involve all future payments, according to the unquestionable opinion of the Company, as for the protest of a bill of exchange or for payment delays, the Company will have the right to ask the Buyer for C.O.D payment or equivalent warranties in order to proceed with deliveries. If the Buyer does not accept, the Company will cancel by full right, simply in writing, the corresponding contract, except for the right of the Company to get a compensation for not delivered goods.
10) If the Buyer does not accept the products to be delivered or in any case of revocation by the Buyer after the fulfilment of the buy-sell contract or during the fixed time term for the irrevocability of the proposal, he will have to pay an irreducible penalty corresponding to 50% of the order itself, and thus the Company will keep all eventual payments received on account for the order till the achievement of such amount, except in any case for the further damages compensation till the achievement of such amount.
11) The products (goods) could be delivered to the Buyer as an exhibition stock: in this case the products will always be property of Cosmogas Srl (the Company) , that has the right to demand their restitution at any time. The Buyer who receives these goods has to keep them with due diligence and professionalism and he must return them at his own expense and responsibility, if not differently stated, within 20 days from the restitution request sent by the Company. In case of non-restitution of the goods according to the abovementioned terms, the Company will issue an invoice headed to the Buyer with the applicable price list and discounts recognised for the sales of similar products. For what concerns all goods delivered for stock consignation, the Parties will rule their collaboration according to the specific fixed agreements. All sample goods are delivered free of charge and only for advertising purpose in order to develop and boost all sales. In case of cessation of any commercial relationship between the Parties, the Buyer has to return immediately all the remaining products, against the simple request sent in writing by the Company.
12) All information provided by the Company about each product included in catalogues and price lists must be considered as merely indicative. The quantity and quality of products will be those of the Company’s order acknowledgement. Each product will have its manual of instructions and its warranty and it must be sold and delivered with them to the final user with no third party interference.
13) The Company declares to the Buyer and to the final user that its products use guaranteed materials and components, that they have been produced in compliance with any technical rule and directive in force and it also grants the products with the full respect of the instructions provided with the manuals, with the content and the limits offered to the final user by the warranty conditions of each product.
14) The Buyer states as its domicile for all mail reception from the Company, the one marked on the order for the goods invoicing, except for any different specification sent in writing to the Company.
15) The Buyer declares to have been duly informed in compliance with Art.13 of Legislative Decree 196/03 (about personal data protection) and allows Cosmogas Srl to use all data given for any fiscal, commercial and administrative clearances. The Buyer has also been informed about the execution of its rights according to Art.7 of the above-mentioned Legislative Decree.
16) The order proposal hereby is submitted to the Italian law. Any dispute arising between the Parties with reference to interpretation, execution and resolution of the dispute itself will be of exclusive competence of the Italian jurisdiction. The competent Court is exclusively that of Forli.