These general sales conditions govern the contractual relations between Pianca S.p.a. and its customers and, even if not expressly referred to, constitute an essential part of every order and every order confirmation for purchase of the goods marketed.
Any modification to the clauses listed below as well as any special conditions must be expressly agreed in writing between the parties.
2. Price list
The latest price list published and sent to Pianca S.p.a. customers replaces and cancels all previous price lists.
The characteristics and technical information contained in the price list, the illustrations and in advertising material in general must not be considered as definitive, but as purely indicative. In particular, light, fumes and other environmental factors can cause colour variations to an extent that may prevent perfect matching of items purchased at different times.
Differences in the appearance and/or colour of products cannot constitute a reason for complaints from the purchaser.
3. Modifications to products
Pianca S.p.a. reserves the right, at any time and without prior notice, to make any improvements and modifications to its products which it deems to be necessary or advisable, without altering the functionality of the said products.
Purchase orders must be submitted in writing, with all sections fully completed, and must also contain all information necessary to correctly identify the goods being ordered.
Each purchase order represents a contractual offer made by the customer and, therefore, does not become binding on Pianca S.p.a. until it has been accepted by the latter.
The seller reserves the right to accept or decline any order.
In the event of acceptance, orders are still taken on subject to availability.
Pianca S.p.a. is not in any way responsible for temporary or definitive non-availability of one or more products.
Any requests for variations to orders must be submitted to Pianca S.p.a., in writing, within 5 days of receipt of the order and the seller, after having checked feasibility, may communicate acceptance of the variation to the purchaser within a further 5 days. In the event of acceptance, the new price, payment terms or new delivery dates will be fixed by the seller and all other conditions will remain unchanged.
Any modifications requested by the customer will entail the reimbursement of costs sustained by the seller.
5. Cancellation of confirmed orders
In the event of cancellation of an order, on any grounds or for any reason, by the customer, the latter will be obliged to pay in full, to Pianca S.p.a., the amount of materials and supplies already ordered by the seller and/or the full price of orders that are already in production.
6. Confirmatory deposit
At the time the contract is agreed, Pianca S.p.a. may ask the purchaser to pay a confirmatory deposit not exceeding 30% of the value of the supply. This confirmatory deposit will be governed by art. 1385 of the Italian Civil Code.
7. Prices and payments
The selling prices, where not specified, are those in the current price list on the date of shipment, excluding VAT and ex works from Pianca S.p.a.
Payments must be made within the time and by the methods stipulated, paying the amount agreed, less any amount already paid as a confirmatory deposit, directly to Pianca S.p.a. or to persons authorized by it to receive payment. Any cheques, bills of exchange and/or credit transfers must however be considered as under reserve subject to collection and will never constitute a novation of the contractual relationship.
Any breach or delay in fulfilling the payment obligations undertaken will give the seller the right to consider the customer as having forfeited all rights to the benefit of any terms agreed, to suspend any further supply of goods, even if relating to other order offers, and to cancel any other commissions in progress, as well as to demand immediate payment of orders in progress and of any other invoice falling due, in all cases reserving the right to compensation for any further damages incurred.
Any delay in payment will incur interest on the sums owed, at the rate provided for by legislative decree no. 213/2002.
In the event that deferred payment terms are granted, ownership of goods rests with Pianca S.p.A. until payment in full of the agreed price. Consequently, Pianca S.p.A. reserves ownership of all items included in the consignment until it is paid for in full. Retention of title of items sold rests, therefore, with Pianca S.p.A., according to Article 1523 of the Italian Civil Code.
8. Financial difficulties of the purchaser
If, after confirmation of the order, Pianca S.p.a. becomes aware of any prejudicial actions against the purchaser (e.g. protests, seizures, distrains), or of situations of financial difficulties, it reserves the right, at its discretion, to suspend the contract and require specific guarantees, or to terminate the contract as per art. 1456 of the Italian Civil Code.
The delivery time indicated on the order confirmation can never be considered as binding; therefore the customer will not, in any circumstances, be entitled to refuse the supply because of late delivery.
Any delays by the seller in relation to the contractually agreed delivery dates will not, in any circumstances give entitlement to compensation for damages or for termination, even partial, of the contract.
Any request for variation of the delivery time must be submitted by the customer in writing, and approved by the seller; however, payment of the price must made on the initially agreed delivery date.
If the customer refuses delivery of the goods, he must himself arrange, at his own expense and upon written request from the seller, to collect the products covered by the contract within 10 days of the above-mentioned request and pay the residual price. After this period, Pianca S.p.a. will be released from any responsibility for damages, either direct or indirect, which may derive from storage of the goods in either the seller’s or the carrier’s warehouses.
10. Shipment and checks
The obligation to deliver the goods is considered as having been fulfilled at the time of delivery to the carrier.
The goods, even if sold carriage paid, travel at the entire risk of the purchaser and, therefore, any action to claim reimbursement or compensation for damage, shortages or anything else must be taken against the carrier.
The receiver must therefore check the number of packs and the condition of the packaging before collecting the goods and make, directly to the carrier, all necessary reservations for shortages or damage, for which Pianca S.p.a. cannot not in any case be held responsible. Transport costs are payable by the purchaser.
Any complaints and claims for faults and defects of the goods supplied must be submitted to Pianca S.p.a. in writing within 8 days of receipt of the goods.
No returns will be accepted without prior authorization by the supplier. If Pianca S.p.a. replaces the goods in question, the customer relinquishes any entitlement to compensation for damages. No complaint relating to the quality of the goods can be accepted as valid, even as an exception, unless the full amount owed by the customer has first been paid.
12. Intellectual and industrial property rights
Pianca S.p.a. is the exclusive owner of intellectual and industrial property rights.
The customer undertakes not to carry out any act incompatible with the ownership of such rights. In particular, advertising of the goods supplied, with photos or other media, without the prior written authorization of the seller.
13. Personal data protection
Pianca S.p.a. will process the customer’s personal data in compliance with data protection legislation; this data will be used exclusively for the purposes of completion of this contract and for the entire duration of the said contract.
In accordance with art. 7 of legislative decree no. 196/2003, the person concerned may access his own details and request that they be up-dated, corrected or cancelled.
14. Competent court
Any disputes relating to the application, execution, interpretation and termination of this contract are subject to the exclusive jurisdiction of the Treviso Court, with the exclusion of any other court.