1) Definitions
1.1 For the purpose of the present general conditions of sale (hereinafter referred to as “Conditions of Sale”), the following terms have the meaning hereby assigned:
- “LABEL MARK”: Label Mark S.r.l.;
- “Customer”: any company, institution, or legal entity purchasing Label Mark’s products
- “Products”: goods produced, assembled and/or sold by Label Mark;
- “Order/s”: any proposition of purchase of the Products sent by the Customers to Label Mark exclusively via fax, e-mail;
- “Sale/s”: each sale contract concluded between Label Mark and the Customer, following the receipt by the Customer of the written acceptance of the purchase order by Label Mark;
- “Intellectual Property Rights”: all Label Mark’s intellectual and industrial Property Rights both registered or not, including, without limitation, the rights related to: patents for inventions, designs, utility models, Brands, know-how, technical specifications, data, as well as any application or registration related to these rights and any other rights or form of protection of a similar nature or having an equivalent effect.
2) Purposes
2.1 The present Conditions of Sale are applied to all Products Sales. In case of any inconsistency between the terms and the conditions set forth in these Conditions of Sale and the terms and conditions agreed in the individual sale, the latter shall prevail. Label Mark will not be bound by general conditions of purchase of the Customer (hereinafter referred to as “GCP”), even in the event that reference is made to them or they are contained in the orders or any other documentation from the Customer, and, without the prior written consent of Label Mark. GCP won’t be binding for Label Mark, even for acquiescence effect.
2.2 Label Mark reserves the right to add, modify or delete any previsions of these Conditions of Sale, provided that such additions, modifications or cancellations will be applied to all sales concluded from the thirtieth day following the notification to the Customer of the new Sales Conditions.
3) Orders and Sales
3.1 The Customer shall send to Label Mark the specific Purchase Orders containing the description of the Products, the quantity requested, the price and the requested delivery terms.
3.2 The Sale shall be deemed as complete: (i) when the Customer receives from Label Mark a written confirmation (such confirmation will be sent by e-mail, fax o electronic means) which is in compliance to the terms and conditions of the Order (ii) or, in case the Customer receives by Label Mark a written confirmation containing terms that differ from those contained in the Order, if after two working days from the receipt of the confirmation containing different terms Label Mark does not receive objections by the Customer; (iii) or, in absence of a written confirmation by Label Mark, when the product will be delivered to the Customer.
3.3 The Orders regularly accepted by Label Mark can not be cancelled by the Customer without Label mark’s written consent.
4) Products price
4.1 The prices of the Products will be those stated in the Order and confirmed in writing by Label Mark upon acceptance of the Order. Except as otherwise agreed by writing between the parties, the above mentioned prices are agreed ex-works, excluding VAT and discounts. These prices do not include the transport costs from Label Mark warehouse to the Customer. These costs should be borne separately by the Customer.
4.2 Label Mark will retain the ownership of the Products until the complete payment of their price. The Customer must carry out all formalities required by the local laws in order to give validity and enforceability to this reservation clause property against all third parties, even operating the enrollment in any appropriate register, where locally required.
4.3 Label Mark reserves the right to modify unilaterally, without previous notice and with immediate effect, the price stated in the price list in case the adjustment is due to circumstances that are out of Label Mark’s control (for example: an increase in price of the raw materials and in the labor costs or changes in exchange rates). In all other cases, the change will be communicated to the Customer and will affect all the Orders received from Label Mark starting from the thirtieth day following the date on which the changes were notified to the Customer.
5) Terms of delivery
5.1 Except as otherwise agreed by writing between the parties, Label Mark will deliver the ex-works Products at its plants, as defined in the INCOTERMS published by the international Chamber of Commerce in their latest version, in force at the time of delivery. If requested, Label Mark will handle the transport of the Products at the Customer’s risk, cost and expense.
5.2 The delivery should take place within the period stated in the Order as accepted in the Order confirmation or, if the deadline was not mentioned in the Order, within the period of 60 days from the first working day following the confirmation of each Order. The delivery terms are approximate and not imperative terms, pursuant to art. 1457 of the Civil Code and, in any case, do not include the transportation time.
5.3 Except as provided in point 5.2, Label Mark will not be held liable for delays of delivery failures due to circumstances that are out of its control, such as, but not limited to and without demanding completeness:
- Inadequate technical data or inaccuracies or Customer delays in transmitting the information or data necessary for the shipment of the Products;
- difficulties in obtaining the provision of raw materials;
- problems related to the production or the orders planning;
- total or partial strikes, power failures, natural disasters, measures imposed by public authorities, difficulty in transportation, due to force majeure, civil unrest, terrorist attacks and all other extenuating circumstances;
- delays by the shipping company.
5.4 The occurrence of some of the events listed above will not entitle the Customer to claim compensation for any damages or compensations of any kind.
6) Transport
6.1 Except as otherwise agreed by writing between the parties, the transport will always be at Customer’s risk and cost. In case Label Mark is required to deal with the transport of the Products, according to art. 5.1, Label Mark will choose the means of transport that deems as most appropriate in absence of specific instructions from the Customer.
7) Payments
7.1 Unless otherwise agreed by writing between the parties, Label Mark, at its discretion, will issue the invoices upon acceptance of the Order or upon delivery of the Products.
7.2 Unless otherwise agreed, the payment must be made in Euro and within 30 days from the last day of the month in which the invoice have been issued.
7.3 The missing payment within the time agreed will entitle Label Mark to ask the Customer to pay the interests due at the rate established by the L.D. n. 231/02.
7.4 The missing or delayed payment exceeding 30 days will give Label Mark the right to interrupt the delivery of the Products and dissolve each signed Sale. The interruption of the delivery of the Products or dissolution of the Sales won’t give the Customer the right to claim any damages.
8) Non-compliance
8.1 Any discrepancy between the Products delivered to the Customer and the type and quantity indicated in the Order should be reported in writing to Label Mark within 5 days from the delivery date. In case the claim is not made within the said period, the delivered Products will be considered in compliance to the Order of the Customer.
9) Guarantee
9.1 Unless otherwise agreed in writing between the parties, Label Mark guarantees that the Products are guaranteed ex-works.
9.2 The guarantee won’t work for those products whose defects are due to: (i) damages caused during transportation; (ii) their negligent or improper use; (iii) Failure to follow Label Mark’s instructions related to operation, maintenance and conservation of the Products; (iv) repairs or modifications made by the Customer or third parties without Label Mark’s prior written authorization.
9.3 Provided that the claim of the Customer is covered by the guarantee and notified within the terms referred to in this article, Label Mark will undertake, at its discretion, to replace or repair any Products or parts that present defects. The Customer must report the presence of defects in writing to Label Mark within 5 days from the delivery of the Products if the defects are evident or 8 days from the discovery. In case of hidden or undetectable defects, the Products subject to complain must be immediately shipped to Label Mark, or in any other place that the latter will indicate from time to time, with transport costs at the Customer’s charge unless otherwise agreed between the parties, in order to allow Label Mark to make the necessary controls. The guarantee does not cover damages or defects arising from problems caused by, or connected with, parts assembled / added directly by the Customer or by the final consumer.
9.6 In any case the Customer may not assert any Guarantee complain towards Label Mark if the price of the Products has not been paid with the conditions and terms agreed, even in the case where the non-payment of the price, under the conditions and terms agreed, refers to different Products from those for which the Customer wants to enforce the Guarantee.
9.7 Label Mark does not concede any Guarantee of conformity of Products to rules and regulations of countries outside the European Union. No other expressed or implied guarantee is granted with respect of the Products, such as the qualifying guarantee for a particular purpose.
9.8 Without prejudice to what is stated in art. 9.3 and except in case of fraud or gross negligence, Label Mark won’t be responsible for any damages incurred and/connected to the Products defects. In any case, Label Mark shall not be liable for indirect or consequential damages of any kind, such as, for example, losses resulting from the Customer’s inactivity or loss of earnings.
9.9 In case the same defect of a Product occurs repeatedly and is attributable to the same cause, Label Mark will refund, within the limits set forth in the next art. 9.10, the direct losses supported by the Customer and duly documented in connection with a campaign of withdrawal from the market of the defective Products, and any other additional costs related to the repair or replacement of the Products, provided that the Customer has committed to reasonably limit the losses that Label Mark might suffer.
9.10 In any case, Customer’s right to compensation for damages will be limited to a maximum amount equal to the value of the Products that present defects.
10) Intellectual Property Rights
10.1 The Intellectual Property Rights are Label Mark’s complete and exclusive property and their communication or use within the present Sale Conditions does not create, in relation thereto, any right or pretense for the Customer. The customer undertakes not to take any action inconsistent with the ownership of the Intellectual Property Rights.
11) Termination clause
11.1 Label Mark may terminate the single sale, pursuant to art. 1456 of the Italian Civil Code, at any time, by written notice to the Customer, in case of breach of the obligations laid down in articles: 4 (Products price); 7 ( Payments); 10 (Intellectual Property Rights).
12) Change in Customer’s Patrimonial Circumstances
12.1 Label Mark has the right to interrupt the fulfillment of the obligation arising from the Sale of the Products, according to art. 1461 of the Italian Civil Code, if the Customer’s Patrimonial Circumstances will become such as to put in serious danger the achievement of the service, unless an appropriate guarantee has been lent.
13) Legal address, governing law and jurisdiction
13.1 Label Mark is legally domiciled at its Headquarters.
13.2 The Sales Conditions and any single Sale are governed by and interpreted in compliance with the Italian Law with exclusion of the Vienna Convention dated 1980 on International sales and goods contracts.
13.3 Any disputes arising out or related to the present Sales Conditions and/or to any other sale, will be subject to the exclusive jurisdiction of the Court of Verona.
13.4 Except as agreed in the previous art. 13.3, Label Mark reserves the right, when promoter of a lawsuit as plaintiff, to promote such action in the place of residence of the Customer, in Italy or abroad.Change in Customer’s Patrimonial Circumstances.