General terms and conditions of sale
These general terms and conditions take precedence over other terms and conditions contained anywhere, for sales, offers, orders, order confirmations between Iso.Stamp. Isolanti Stampati S.r.l. (Seller) and the buyer (Customer). Any changes to these general conditions must be made in writing under penalty of nullity.
The contract is concluded by sending the order confirmation or direct execution pursuant to art. 1327 of the Italian Civil Code.
The seller reserves the right to accept, ratify or reject the business and sales proposals promoted by authorised agents or sales representatives, to be understood as formulated with the clause «subject to approval.» It is the responsibility of the Customer to promptly provide the drawings and technical specifications useful for the creation of the product, excluding the responsibility of the Seller with respect to the technical correctness of these documents.
2. Delivery terms
The delivery terms will refer to the INCOTERMS in use and will be indicated in the offer and on the invoice. Failure to collect within the agreed terms does not affect the seller’s right to the collection of the agreed consideration, plus any charges, interest and expenses for the storage of the goods.
In the event of delay in delivery attributable to the Seller, the amount of any refundable damage, without prejudice to the need for rigorous proof pursuant to art. 2697 of the Italian Civil Code, must be contained within the maximum amount of 1% of the value of the product or only of the products delivered late in the case of complex lots, with express waiver of further damage.
The transfer of ownership of the product takes place only upon full payment of the consideration due under the contract.
In the case of a request for storage of goods in addition in prompt delivery, if the customer does not collect the goods within the terms and in the quantities agreed from time to time o does not comply with the relative payment deadlines, the seller may demand the immediate collection of all the goods placed in stock and the payment of the entire consideration, as well as any supplies already planned and any further cost of placing in stock and/or disposal.
3. Fees and payments
The prices indicated in the order confirmation issued by the Seller or in the contract between the parties shall apply.
It is the seller’s right to unilaterally modify the prices thus determined by written notice due to variations in production or supply costs. Unless otherwise stated, the price is for goods with standard packaging as per the offer, it also being understood that any other expenses (e.g. special packaging), charges, taxes, transport and insurance shall be borne by the Customer.
The Customer shall pay the price to the Seller within the terms indicated in the contract and in the currency specified therein. Any bank charges or fees are to be understood as borne by the Customer.
4. Late payment or non-payment
In the event of delayed or non-payment, the Seller has the right to suspend the supplies in progress relating to all consignments and orders to the Customer until the full payment of the outstanding fees and expenses, including legal interest for late payment, legal fees and outstanding costs, excluding any supplementary, compensatory or compensation rights also for production stoppage on the part of the Customer.
5. Seller’s Guarantee
The Customer is required to immediately verify the delivery of the integrity of the goods and to promptly report any defects to the seller, with this excluding any value to generic references or partial acceptance with reservation of the products. The seller guarantees the conformity of the products with respect to and within the limits of the specifications reported in the technical drawings, in the contractual documents and any certifications referred to, for a period of 12 (twelve) months from the date of delivery. The guarantee lapses and does not apply in the following cases: (i) incorrect use, failure or lack of maintenance or incorrect storage of the products by the Customer; (ii) interventions, repairs, maintenance, tampering carried out by third parties without prior authorisation from the Seller; (iii) damage attributable to the Customer or third parties; (iv) in any case, if the Customer has not fulfilled the full payment of the sales price.
In any case, the Customer undertakes to notify the Seller in writing of the defects within 8 (eight) days under penalty of forfeiture from the date of arrival of the goods of discovery in the case of hidden defects and in any case within 1 (one) year from the delivery of the goods. (email: isostamp@isostamp.com) The Customer undertakes to make the defective product available to the Seller who may, alternatively and at its own discretion: (i) correct the faults or defects; (II) proceed with the replacement. Any other assistance activities are calculated in addition through a specific sales offer.
6. Liability
The Seller’s liability is excluded in the event of faults or defects deriving from the design from drawings or technical indications elaborated or sent by the Customer or by its appointee. The Seller’s liability for damages resulting from the transport to be borne by the Customer is also excluded.
It is the exclusive responsibility of the Customer to ensure that the products comply with the laws of the country of destination and promptly inform the Seller of any changes to be made, in good time and in any case within 30 (thirty) working days prior to the estimated date of delivery. In this case, the Seller has the right to withdraw from the contract and to withhold any advances received, also by way of confirmation deposit, up to the amount of any expenses incurred on behalf of or in the interest of the Customer.
7. Know-how and confidentiality
By placing the order or signing the contract, the Customer undertakes to keep confidential and not to disclose the technical and commercial information, including the tariffs applied, communicated by the Seller for the entire duration of the contract and the following 2 (two) years. The Seller does not authorise the use of confidential information for purposes unrelated to or not previously communicated with respect to the main contract and reserves any useful action, including judicial, to protect its know-how.
The sales contract does not concern the trademarks, inventions, projects, drawings relating to them and drawn up by the Seller, which will remain the exclusive property of the Seller, who will be responsible for all property rights, use and economic exploitation of the works and inventions.
8. Unforeseeable circumstances and force majeure
The Seller may not be held responsible for the non-fulfillment, even partial, or for the delay of one of its obligations if a state of force majeure is declared (e.g. pandemic, war, military mobilisation, insurrection, requisition, international sanction, seizure, embargo, general strike, trade union conflicts, lockdown, transport, port or airport blockades, natural disaster, disaster, fire, corporate disaster and the like, even if concerning its supply chain of necessary components), or there is another unforeseeable, unavoidable or unreasonably burdensome impediment.
The Seller is required to promptly give notice of the occurrence or lack of the cause of force majeure. The new terms for fulfillment will be agreed by mutual agreement between the Seller and the Customer, without prejudice to the right of each party to terminate the contract in the event of persistence of force majeure beyond 270 days, excluding in this case the occurrence of additional charges or rights on the part of the parties.
9. Applicable law and jurisdiction
These general conditions and the individual contracts and/or commercial orders referred to therein are subject to the provisions of Italian law. Any dispute concerning the interpretation, execution and fulfilment of the contract and these general conditions will be referred to the Court of Treviso.
10. Processing of Personal Data
The data collected shall be used for the purposes related to the execution of the Contract, in accordance with Reg. EU 2016/679 and Legislative Decree 101/2018. The Customer may exercise the rights provided for in the manner disclosed in the specific information.