1 • Subject matter and Scope of application

1.1. These general conditions define the terms of sale between Verzellesi srl and its Customers.
Purchases made by e-mail, telephone, fax or post also imply acceptance of these general Conditions of Sale, which may be read directly at the website: http://www.verzellesi.it/
These General Conditions of Sale shall take precedence over any other contractual term or condition contained elsewhere, over any other rule in commercial uses or practices, as well as regulations deriving from practices developed between the parties, except in the event of express departures accepted in writing by Verzellesi srl or expressly indicated in the order confirmation issued by Verzellesi srl (hereinafter referred to as the "Order Confirmation").

2 • Orders

2.1. The orders placed with Verzellesi srl staff or agents, also if undersigned by the agent or by the company officer, are binding on Verzellesi srl only after Verzellesi srl has given its written approval.
Specifically with reference to orders placed with Verzellesi srl staff or agents, Verzellesi srl reserves the time period of 7 working days from when the order is received in the registered office of the firm to confirm and accept or, conversely, to cancel and refuse the order.
In all events, if the order has not been expressly cancelled and refused in writing by Verzellesi srl within the aforementioned time period of 7 working days, the order shall be considered as accepted and approved.

2.2. Upon forwarding the first Order Confirmation, Verzellesi srl shall also send the Customer these General Conditions of Sale that the Customer shall return duly signed.

2.3. The Customer declares to be aware that every supply of goods carried out by Verzellesi srl shall in any case be considered as regulated and subject to the contents of these General Conditions of Sale, also in the event of the failed return of the General Conditions of Sale stamped and undersigned for acceptance.

3 • Changes in orders

3.1. Orders already received and approved may not be changed or cancelled without Verzellesi srl's written consent. Any costs already sustained and deriving from the cancellation of, or change to, the order shall be borne by the Customer.

4 • Prices

4.1.When delivery terms are not specified in a single offer and/or supply contract, the products are sold «EX WORKS» (Incoterms 2000) by Verzellesi srl.

4.2. In the event that delivery terms differ from «EX WORKS», the goods shall always travel at the Customer's risk and danger, even if a "Free at Destination" price has been agreed.

4.3. All prices shall be considered as being in euros and net of VAT.

4.4. Prices may vary at any moment without Verzellesi srl being obliged to give any notice.

4.5. The Customer shall also bear any costs for excise duties, customs duties and anything else, or for missed appointments with the carrier.

5 • Shipment/collection of products - complaints

5.1. Upon receipt/collection of the product the Customer shall check the completeness of the packages and the corresponding quantities and quality against what is stated in the accompanying document.
The customer is obliged to check the goods upon their arrival. The check must relate to possible damages, missing goods, apparent defects or flaws or non-conformity of the delivered products in relation to the order and the transport document, as well as the quality, quantity, sizes and type of articles received.
The check must also refer to the condition of the packaging.
Any damage, shortages or tampering of the packaging or its contents, discrepancies and/or deformities, must be immediately reported and for this purpose the Customer should describe such shortcomings in detail on the transport documents, otherwise accepting the product in question as seen and liked.

5.2.For the purpose of the validity of the complaint the customer must:
◦ specify their precise and motivated reservations on the transport document ; general reservations, such as "subject to unpacking", "subject to verification" or similar are ineffective and insufficient.
◦ confirm the aforementioned reservations regarding missing or damaged goods and/or formulate other possible reservations within 8 working days from the delivery by registered post with acknowledgement of receipt or fax.
The signature of the transport document without precise and motivated reservations implies acceptance of the goods on the part of the customer.
The reporting of flaws and/or defects must in any case be made in writing – by registered letter with acknowledgement of receipt or fax – to Verzellesi srl within 8 working days from the delivery of the goods (for evident flaws) or from the discovery of the flaw (hidden flaws).
The reporting of flaws and/or defects shall be considered as validly and promptly made only if carried out within the aforementioned terms and only if made in writing; telephone or verbal complaints shall not be accepted.

5.3. For the reporting of hidden flaws it is necessary to furnish Verzellesi srl with all necessary documentation (photos, reports etc…) for establishing the disputed value. After our technicians' examination, in the event that the complaint is upheld, our obligation is limited to the replacement of the goods to the same delivery address as the first supply, subject to the return of the first supply.

5.4. The customer does not have the right to request the termination of the contract, compensation for damages and the reimbursement of expenses sustained for any reason. Complaints do not give the customer the right to suspend payment of the invoice relating to the disputed goods.

6 • Delivery terms

6.1. Delivery terms, where specified, are indicative and not binding on Verzellesi srl. in any way, with exemption from any liability in this regard. Chance events or cases of force majeure, strikes, lock-outs, shortages of raw materials, restrictions on the part of central or local Public Authorities or any other reason that leads to a delay in delivery, shall not imply for the buyer the right to request any sum by way of compensation, or interest, or subsidies on the agreed price. In the aforementioned cases, Verzellesi srl. reserves the right to choose the measures to be taken.

6.2. In any case a tolerance period of 60 days in the terms of delivery in favour of the seller is agreed, after which the purchaser may withdraw from the contract by giving written notice by registered letter with acknowledgement of receipt to be sent to Verzellesi srl's registered office within 15 days from the expiry of the aforementioned tolerance period. In this case the seller shall be obliged exclusively to return the sum paid by way of a down payment, increased by interest at the legal rate and excluding any liability of the seller for damages deriving from the delay or total or partial failed delivery.

7 • Contractual tolerances

7.1. Characteristics and technical details – weights, measures, surfaces, shapes, dimensions, colours and other data – are indicative and not binding, and may be modified by Verzellesi s.r.l. without notice.

8 • Characteristics and technical details

8.1. For all products manufactured and/or marketed by Verzellesi srl, contractual tolerances are +/- 10 % on dimensions and capacity; +/- 5 % on nominal weight (if expressly stated in the offer and/or in the contract entered into).

9 • Right of withdrawal and suspension of execution of the order

9.1. In the event of delay in payments on the part of the Customer, Verzellesi srl. herewith reserves the right to suspend, also without notice, and/or withdraw from any contracts in force, also if different from those to which the delay or failed payment refers. The above provision does not give the Customer any right to indemnity or compensation of any sort.

9.2. Verzellesi s.r.l. also reserves the right to withdraw and/or suspend execution in the event of claims, also by third parties, against the Customer and/or other signs of insolvency.

9.3. In the event of a change in the financial circumstances of the buyer, Verzellesi srl reserves the right to request from the buyer the issue of guarantees, also bank guarantees, also after the completion of the order, it being understood that, otherwise, Verzellesi srl shall have the right to suspend the delivery.

10 • Penalty clause

10.1. It is agreed that in the event of the breach of the buyer's obligations (including the refusal to collect or accept the goods), the sums paid by way of a down payment upon entering into the contract shall be withheld by Verzellesi srl as a penalty, without prejudice to the seller's right to demand compensation for further damages.

11 • Payments - Outstanding payments – Interest - Forfeiture of the "beneficio del termine" (the benefit given to the debtor by a contract which provides the possibility to pay a sum in different instalments)

11.1. The exact means of payment as well as the terms of payment shall be agreed on each occasion for each single order

11.2. The customer may not avoid honouring outstanding payments in particular months such as August or December. Every due payment date must be respected without any possibility of deferment

11.3. Failed payment within the established terms, which must be considered as final and cannot be extended or departed from, shall moreover give Verzellesi srl the right to demand any remaining amounts still due in a single payment, with the forfeiture of any beneficio di termine.
In the event that payment of each invoice over a number of instalments is provided for, the failed payment even of a single instalment implies that the entire credit is due to Verzelleis srl, the customer being considered as immediately forfeiting any beneficio del termine.

11.4. In the event of delay in payments at the agreed due date, interest at the legal rate shall automatically accrue on the amounts owing, and without the need for any formal notice.

11.5. The allocation of payments made by the customer shall be established exclusively by Verzellesi s.r.l., and that is, in departure from art. 1193 of the Civil Code.

12 • Retention of title

12.1. In the event that payment of each invoice over a number of instalments is provided for, the goods shall be considered as sold with retention of title as per art. 1523 and following of the civil code and, as a result, the sold goods shall remain the property of Verzellesi srl until complete payment of the price.

13 • Warranty

13.1. All our products are tested in our factory. Our products are guaranteed for 2 years against manufacturing defects, provided that the instructions set out in the documents relating to installation, use and maintenance, in the catalogue and on labels on the products are complied with.

13.2. The warranty offered by Verzellesi srl loses validity and the company is relieved of liability in the following cases:
◦ failed compliance with the installation and/or maintenance instructions as set out in the aforementioned documentation;
◦ the product has been is modified, disassembled or tampered with;
◦ the improper use of the product or failure to comply with the instructions for use of the product contained in the aforementioned documentation and in the catalogue;
◦ maintenance has not be carried out as stated in the catalogue;
◦ the product has been overloaded with respect to its specified capacity or has been used for applications not conforming to the one specified for the product.

13.3. Verzellesi srl, moreover, may not be held liable for flaws, defects and/or damages that occur, directly or indirectly, in the following cases:
◦ storage of the product without protection or prolonged storage or in any case incorrect storage;
◦ negligence, assembly, installation and maintenance errors and the use of products not conforming with the technical specifications referred to in the catalogue;
◦ modifications or transformations of the products or their parts carried out by the customer or third parties in general.
Verzellesi srl may not, moreover, be held responsible for any damages that may directly or indirectly affect persons or things as a result of incorrect installation, use and maintenance of the sold products on the part of the customer or of third parties.

14 • Privacy

14.1. Pursuant to and by the effects of art.13 of Leg. Dec. 196/2003, Verzellesi srl. informs the customer, who shall take note, that the personal data furnished shall be processed, both manually and with computerised means, by Verzellesi srl with registered office in Campagnola Emilia, Via Zuccardi no. 20/21. This processing is necessary for the execution of the obligations deriving from the contractual relations and therefore does not require the Customer's consent. In accordance with art. 7 Leg. Dec. 196/2003, the customer may exercise their relative rights, including the right to consult, amend and cancel their data or to object to their data being processed for legitimate reasons, by contacting: Verzellesi srl, Via Zuccardi n. 20/21 Campagnola Emilia.

15 • Court of jurisdiction for disputes

15.1. For any dispute relating or connected to the contracts to which these general conditions of sale apply, the parties expressly agree that the exclusive court of jurisdiction shall be the Court of Reggio Emilia.