GENERAL TERMS AND CONDITIONS OF SALE

1. Nature and effectiveness of the General Terms and Conditions of Sale

These General Terms and Conditions of Sale govern the terms, conditions and procedures relating to sales and commercial relations between OFFICINE D’AMICO S.R.L. (the “Seller”), with registered office in Cisternino (BR), C.da Pico no. 30, VAT No. 01848790745, and its Customers.

These General Terms and Conditions of Sale shall be deemed an integral and substantial part of any further agreement between the parties. In the event of any conflict between these General Terms and Conditions and other specific agreements between the parties, the latter shall prevail.

Only where the Customer qualifies as a “consumer” pursuant to Legislative Decree No. 206/2005 (“a natural person acting for purposes unrelated to any entrepreneurial, commercial, craft or professional activity carried out”), the mandatory provisions of Legislative Decree No. 206/2005 shall apply; these General Terms and Conditions of Sale and any further agreements between the parties shall apply insofar as they are compatible with the provisions of the aforementioned Legislative Decree.

2. Retention of title

The sale is made subject to retention of title in favour of OFFICINE D’AMICO S.R.L., which shall therefore remain the owner of the goods until the purchaser has completed payment of the full price. Until such time, the purchaser may not sell, pledge or transfer the goods elsewhere.

From the time of delivery, the Customer shall become solely responsible for any risk of loss, theft, destruction, deterioration or any other risk concerning the goods, including where caused by unforeseeable circumstances or force majeure, and in such cases shall remain obliged to pay the Seller the full outstanding balance of the agreed price.

In the event that the purchaser fails to pay an amount exceeding, in total, one eighth of the price, the contract shall be automatically terminated by operation of law. In such case, the Seller, without the need for formal notice of default, shall be entitled to the return of the goods and may recover the goods and/or manufactured products delivered wherever they may be located, including directly from construction sites and even if joined to or incorporated into property belonging to the purchaser. Any sums already paid by the purchaser shall be retained by the Seller as compensation for the damage suffered, without prejudice to any additional amount due for greater damage suffered.

3. Warranty and claims concerning goods

OFFICINE D’AMICO S.R.L. warrants that the goods sold shall be free from defects for a period of one year from the date of delivery.

Any apparent defects must be reported, under penalty of forfeiture of the warranty, within two days of delivery of the goods. Any hidden defects must be reported, under penalty of forfeiture of the warranty, within two days of their discovery.

Where the goods are delivered, on behalf of the Customer, to other companies for further processing, the period for reporting defects shall run from completion of the preceding processing operations carried out by OFFICINE D’AMICO S.R.L.

The warranty is limited exclusively to manufacturing defects attributable to OFFICINE D’AMICO S.R.L. The warranty excludes coverage of any direct or indirect costs.

Claims shall not release the Customer from the obligation to pay invoices by the agreed due dates. Unless the circumstances described above apply, any advance payments received shall be deemed definitively acquired by the Seller. Furthermore, OFFICINE D’AMICO S.R.L. may demand payment of the full price even where the Customer has failed to collect the goods.

The Seller accepts no liability for the use or installation of its products. In the event of an accepted claim, the defective item shall be returned to the Seller’s premises and shall be replaced if it cannot be repaired. Any compensation for damages is excluded, and suspension of payment of the agreed amounts shall not be permitted.

In any event, the warranty shall not apply in the following circumstances:

  • installation of products not carried out in accordance with the instructions supplied by OFFICINE D’AMICO S.R.L. and/or improper use of such products;
  • installation at temperatures below -10°C for polyester-coated products;
  • parts of fencing intentionally left without polyester coating for installation-related reasons;
  • damage caused by temperatures above 50°C;
  • damage caused during storage, handling, processing, installation or after installation of the product, including possible deterioration caused by incompatible products;
  • wind damage affecting privacy solutions;
  • fencing installed less than 3 km from the sea;
  • corrosion caused by abnormal levels of aggressive chemical agents or highly corrosive environments exceeding Class 3 (ISO 9223);
  • formation of red rust affecting less than 2% of the total coated surface of the product;
  • formation of white rust, colour loss or staining;
  • for privacy solutions: limited deformation that does not impair functionality;
  • formation of surface rust on stainless-steel components where functionality is not affected;
  • direct or indirect damage caused by wind and particularly adverse weather conditions such as storms involving hail and lightning.

Goods are transported at the Customer’s risk. Where delivery is made on a “franco destino” basis (delivery to destination), claims shall only be accepted at the time of delivery. Where goods are supplied on a “franco partenza” basis (delivery from the Seller’s premises), any defects must be reported during loading when the goods leave the Seller’s warehouses; OFFICINE D’AMICO S.R.L. shall not be liable for any subsequent claims.

No claims shall be accepted in relation to materials that have already been installed.

OFFICINE D’AMICO S.R.L. accepts no liability for products used for purposes other than those for which they are intended or where installation has not been carried out in accordance with accepted professional standards.

To extend the service life of products installed near the sea, it is recommended that fencing be washed frequently with fresh water. Abrasive products (insecticides, herbicides, solvents, etc.) must not be used near the fencing, as they may damage the natural characteristics of the product.

4. Prices and payments

Prices shall be those set out in the price list in force at the time the offer is accepted or the order confirmation is issued. OFFICINE D’AMICO S.R.L. reserves the right to adjust sales prices and therefore the applicable price lists in the event of increases in raw material prices, labour costs or any other unforeseeable factor or circumstance and/or event of force majeure and/or unforeseeable circumstance resulting in increased production costs. Should such increases occur during the contractual relationship, OFFICINE D’AMICO S.R.L. shall be entitled to revise orders in progress and/or orders already placed and/or orders to be placed pursuant to agreements already entered into.

Payment terms and deadlines shall be agreed in advance between the parties. Payments shall be made without deductions or discounts at the Seller’s registered office or, where agreed, at another location.

In the event of late or non-payment by the agreed deadline, the Seller shall proceed with recovery of the outstanding amount, with interest accruing as provided by law.

5. Returns

Returns of goods that have been duly sold and have not been contested within the above-mentioned time limits shall not be accepted.

Where a return has been agreed, the goods must be delivered by the Customer to the premises of OFFICINE D’AMICO S.R.L. in excellent condition by the end of the month relating to the transport document (D.D.T.) to which they refer. Loading and unloading charges amounting to at least 30% of the price shall be deducted.

Returns shall not be permitted for custom-made or made-to-order products (goods not held in stock), which must be collected by the Customer. Any processing carried out on standard materials shall be charged at the price shown on the invoice.

6. Delivery terms. Unforeseeable events and/or events not attributable to the Seller

Delivery dates are not essential terms and shall not be binding upon the Seller.

OFFICINE D’AMICO S.R.L. shall not be liable to the Customer for any delay and/or non-performance resulting from force majeure and/or unforeseeable circumstances and/or events that could not reasonably have been foreseen and/or other causes not attributable to the Seller and/or beyond its reasonable control, including, by way of example and without limitation, industrial action, strikes, illness or injury affecting personnel, transport difficulties, power shortages, natural events, pandemics, wars, civil unrest, seizure measures, embargoes, laws or regulations issued by any local authority or administrative body, or failed or delayed deliveries by suppliers.

In the event of delays, the Customer shall not be entitled to claim any compensation, nor shall the Customer be released from its contractual obligations.

Where an advance payment has been agreed in connection with the sale, delivery times shall begin to run only from the date on which such amount is actually credited to OFFICINE D’AMICO S.R.L.

Where applicable, the advance payment must be made no later than 5 days after receipt of the order confirmation. If the Customer fails to make the advance payment within this period, the contract shall be deemed terminated.

7. Shipping and deliveries

Ties and/or metal straps are intended to secure the product and not for lifting or transportation purposes and are included in the price.

Transport and/or packaging costs, where indicated, shall be borne by the Customer. Goods are transported at the Customer’s risk.

Transportation shall be carried out in compliance with the Italian Highway Code currently in force, with particular reference to Articles 61, 62, 142, 164, 167 and 174.

Where transportation is arranged by OFFICINE D’AMICO S.R.L., products must be unloaded at locations accessible by articulated lorry. Any charges resulting from waiting times exceeding the normal unloading period shall be borne by the Customer.

Where transportation is arranged by the recipient, OFFICINE D’AMICO S.R.L. shall under no circumstances be liable for any damage, loss or shortage of materials occurring after loading, during transportation, or during or in connection with unloading operations, including where containers and/or packaging supplied by the Seller are used.

Where goods are collected from the Seller’s premises, collection must take place within the agreed deadline or, where no deadline has been agreed or where changes occur, within the period communicated by the Seller.

The Seller shall not be liable for any damage or other event affecting the goods or their preservation after such date.

In all cases, any storage costs or other expenses arising from the Customer’s delayed and/or failed collection of the goods, or from delayed and/or failed delivery to the Customer for reasons attributable to the Customer, shall be borne by the Customer.

8. Applicable law and jurisdiction

The application, performance, interpretation and every other aspect concerning these General Terms and Conditions of Sale, as well as any other agreement between the parties and any matter not expressly agreed between them, shall be governed by the Italian Civil Code and all other applicable provisions of Italian law.

The application of the 1980 Vienna Convention on Contracts for the International Sale of Goods is expressly excluded.

Any dispute arising in connection with the application, performance, interpretation or any other aspect concerning these General Terms and Conditions of Sale, as well as any other agreement between the parties and any matter not expressly agreed between them, shall be subject to Italian jurisdiction and to the exclusive jurisdiction of the Court of Brindisi.

9. Instructions for maintenance of the supplied material

The following rules should be followed to ensure a long service life for the fencing:

  • be familiar with the chemical and physical characteristics of the material;
  • periodically carry out normal cleaning operations using non-aggressive products;
  • schedule maintenance activities;
  • optimal cleaning consists of using any product suitable for delicate surfaces; use a neutral, non-abrasive cleaning product (e.g. a polish of the type used for car bodywork);
  • cleaning frequency is closely related to the aggressiveness of the atmosphere in the area where the fencing is installed, including industrial fumes, coal, etc., and substances containing chlorine (particularly present in areas up to 3,000 metres from the sea, in industrial fumes, etc.).

The following two cleaning schedules are therefore recommended:

  1. every 3–6 months in areas with low levels of industrial pollution or located away from the sea;
  2. every 1–3 months in areas with high concentrations of traffic and/or industrial pollution and/or located near the sea.

The Customer declares that they have read and approved these General Terms and Conditions of Sale.

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