GENERAL SALES CONDITIONS

GENERAL SALES CONDITIONS

Art. 1 Scope of application

These General Conditions govern all supply relationships between the parties. Even in the case of exceptions agreed upon in writing, the following conditions will continue to apply unless expressly stated otherwise. Any general purchase conditions drawn up by the Buyer shall not apply in business relations between parties unless expressly accepted in writing by Barozzi Srl and, in any case, any such conditions must comply with the following General Conditions and shall not invalidate their effectiveness.

Art. 2 Contract formation

The Purchaser's acceptance of an offer shall automatically entail acceptance of the Sales Conditions, as shall Barozzi Srl's order confirmation, whether it be in written form, electronic, or any form of communication whatsoever. The offers made by agents, representatives and trade auxiliaries of Barozzi Srl are not binding for the latter until they are confirmed in writing by said Barozzi Srl. The sales offers made by Barozzi Srl have a validity of 30 days starting from the composition of the same and limited to the complete supply of what is quoted in the same. Once the aforementioned term has expired, the offer will no longer be valid, except for different written agreements (Supply Contract signed by both parties). In any case, the sales offers do not include the supply of manuals, training courses, start-up assistance and other similar services, except in the case in which these services are expressly included in the offer.

Art. 3 Technical data and documents relating to supply

Technical data regarding products supplied and illustrated in catalogues, price lists, circulars or other illustrative documents drawn up by Barozzi Srl, as well as sample specifications, are merely indicative and are not binding, unless indicated in the offer of sale or in the order confirmation. Barozzi Srl reserves the right to modify the formulation of its products at any time in order to improve its performance, upon notice to the Purchaser in case of substantial changes.

Art.4 Prices and Payments

The prices of the products refer to the price list in force at the time of acceptance of the offer of sale by the Buyer, or the issue of the order confirmation by Barozzi Srl. Barozzi Srl reserves the right to modify at any time the price list in effect, upon written notice to the Purchaser, in the event that there is an increase in the cost of raw materials, labour or any other factor that determines a significant increase in production costs. The prices of the products always mean Franco Fabbrica (EXW Incoterms 2010), without prejudice to different written agreements between the parties. Payments must be made in accordance with relevant instructions given in the offer of sale or in the order confirmation. Payments and any other sum due for any reason to Barozzi Srl must be made at the home of the same. Any payments made to Barozzi Srl agents, representatives or sales assistants shall be deemed unpaid, and shall therefore not release the buyer from their obligation, until Barozzi Srl has received the payment.

Unless otherwise agreed, payments will be made in Euros. Prices expressed in other currencies may vary in accordance with exchange rate fluctuations. Any delay or irregularity in payments gives Barozzi Srl the right to:

  1. a) suspend deliveries, even if unrelated to the payment in question;
  2. b) vary the terms of payment and discount for future supplies and also request advance payment or additional guarantees;
  3. c) demand interest on overdue payments, with effect from the due date for payment and without need for formal notice. In such case, the default interest rate will be as provided for in the regulations currently in force for commercial transactions (in particular the Italian legislative decree D.lgs. 231/2002 and subsequent amendments), subject in any case to the right to claim compensation for additional damages incurred. In such cases, any outstanding amounts due to Barozzi Srl will immediately become payable. The Purchaser will be required to make payments for products even in the event of exceptions, disputes or controversies that will only be defined after payment has been made. The buyer waives the right to offset any debts with claims against Barozzi Srl.

Art. 5 Retention of Title

The delivered products remain the property of Barozzi Srl until full payment is received.
Art. 6 Delivery

Unless otherwise agreed, the supply of Products is defined as Ex-Works (EXW Incoterms 2010) and therefore the risks related to supply pass to the Purchaser when the products are made available for collection. The terms of delivery are only indicative and are calculated on working days and therefore any liability of Barozzi Srl is excluded for all damages deriving from anticipated or delayed delivery, total or partial. If the Purchaser is not in order with the payments relating to other supplies, the running of time of delivery is suspended and Barozzi Srl may delay delivery until the Buyer has paid the amounts due. On the quantities delivered, the Purchaser grants Barozzi Srl the tolerance of use. If, for reasons not attributable to Barozzi Srl, the Purchaser or designated carrier fails to collect merchandise, Barozzi Srl, upon notice to Buyer, may stock them at the buyer's expense.

Art. 7 Justifiable delays

Barozzi Srl will not be responsible for failing to comply with its contractual time obligations to the extent that such failure arises, directly or indirectly, from:

  1. a) reasons beyond Barozzi control/force majeure;
  2. b) Buyer's actions (or lack thereof) including failure to forward information and approvals needed to perform work and product provision;
  3. c) Buyer fails to comply with payment terms;
  4. d) inability to obtain materials, components or services needed to carry out work and supply products.

In the event that any of the above occur, Barozzi Srl shall notify the Purchaser and provide a new estimated date of delivery. In case of delays caused by the Buyer or Buyer's contractors or suppliers, Barozzi Srl may adjust the price accordingly.

Art. 8 Technical regulations and responsibilities.

Barozzi Srl products are compliant with legislation and technical regulations in force in Italy. The Buyer shall therefore assume responsibility for verifying any existing differences between Italian regulations and those in force in the country of product destination, holding Barozzi Srl indemnified.

Barozzi Srl warranties on product performance is limited to use, destinations, applications, tolerances, etc.. expressly stated.

Art. 9 Preservation, storage and application

All products must be kept and stored at a maximum temperature between +5°C and +35°C taking care not to leave them in direct sunlight. The same procedures must also be observed for transport; from the moment the container leaves the production plant, Barozzi Srl will no longer be responsible for it.

All products must be applied with a temperature not higher than +35°C both of the air and of the support. If dilution is required, use clean drinking water. The substrate must be clean, dry and free from dust, impurities of any kind. Any serious defects in the support must be reported to Management before starting the painting operations.

Art. 10 Patents

Barozzi Srl agrees to indemnify and hold the Purchaser exempt from any responsibility deriving from any legitimate claim by third parties regarding any counterfeiting or violation of industrial property rights for the products supplied by Barozzi Srl. In the event of claims by third parties, the Buyer shall promptly notify Barozzi Srl and provide assistance and any information that may be useful for contesting such claims.

The above provisions will not apply to all those products manufactured on the project, design, instructions and/or technical specifications provided by the Purchaser, for which Barozzi Srl assumes no responsibility for any infringement of industrial property rights of third parties, of which the Buyer will be solely responsible.

Art. 11  Warranty

Barozzi Srl guarantees that the products supplied correspond to quality and description as set out in the contract and that they are free of defects that could render them unfit for the specified use. The warranty for production defects is limited to the defects of the products that are due to defects in the material used or to production problems attributable to Barozzi Srl.

Unless otherwise agreed, the warranty is valid for 12 months from the date of delivery. The aforesaid warranty is operative provided that the products have been correctly stored and used in compliance with the instructions contained in the technical sheets provided by Barozzi Srl, no modifications or alterations have been made to the products without the prior written authorisation of Barozzi Srl and that the defects were found to have not been caused by chemical or meteorological agents or by incorrect preparation of the support. The Purchaser shall verify product conformity and absence of visible defects no later than eight days from the date of product delivery and, in any case, before usage.

The Purchaser must report any obvious defects or faults in writing no later than 10 days from the delivery of the products, while the report of any hidden defects must be made within 10 days of the discovery of the defect and in any case not later than the warranty period. Complaints must be presented in writing to Barozzi Srl according to the instructions and methods provided by the same, indicating in detail the defects or non-conformities found. The Buyer shall forfeit the warranty if they do not allow Barozzi Srl to carry out reasonable checks, or if they fail to return faulty products within 10 days from requested date. Following a regular complaint by the Purchaser, Barozzi Srl, at his discretion, may: a) replace defective products; b) supply free products at the Purchaser's premises (DAP Incoterms 2010) products of the same kind and quantity as those found to be defective; c) issue a credit note in favour of the Purchaser for an amount equal to the value indicated on the invoice for the returned products. In such cases Barozzi Srl may demand that the faulty product be returned. All products will be the property of Barozzi Srl. Unless otherwise agreed between the Parties, it is understood that all expenses related to interventions made by the technical help team of Barozzi Srl will be supported by the same.

In the event that the defects found on the products are not attributable to the responsibility of Barozzi Srl, the costs of reworking, disposal and/or replacement of the products will be charged and invoiced to the Purchaser. The warranty referred to in this article, absorbs and replaces all legal warranties for defects and conformity and excludes any other possible liability of Barozzi Srl however originated by the supplied products; in particular, the Buyer shall not make other claims for damages and in no event Barozzi Srl shall be held liable for indirect or consequential damages of any kind and/or type.

Art. 12 Damage compensation

Barozzi Srl's liability, whether arising from the execution or breach of contract, warranty or strict liability, cannot in any case exceed the value of the product concerned. In no case shall Barozzi Srl be liable for loss of profit or loss of profit or for failure to use the product. 

Art. 13 Confidentiality

The Purchaser consents to (i) process the information/data/drawings/know-how/documentation received and/or

learned from Barozzi Srl as confidential, to (ii) limit the use of such confidential information/documents and their access for purposes related to the execution of the contract. Confidential information/documentation may not be reproduced without prior written agreement from Barozzi Srl, and all copies thereof will be immediately returned upon request by Barozzi Srl. The above provisions do not apply to information that: (i) is in the public domain or has become public (not due to disclosure from Purchaser, its employees or associates) (ii) information in the Purchaser's knowledge prior to dealing with Barozzi Srl (iii) information disclosed by sources that are not subject to the restrictions herein (iv) information disclosed to third parties following express written authorisation from Barozzi Srl.

Art. 14 Miscellaneous

The assignment by the Purchaser of the rights or obligations deriving from the contract, without the prior consent written by Barozzi Srl, will be considered void. Barozzi Srl reserves the right to assign claims arising from the contract to third parties at any time, subject to prior written notification sent to the Purchaser.

The total or partial invalidity of one or more clauses contained herein shall have no effect on the validity of the remaining provisions. It is understood that any tolerance for violations of these Terms and Conditions shall in no way be construed as a waiver to exercise the rights and/or faculties related to them.

Art. 15 applicable Law and competent Court

The Terms and Conditions herein and the related contracts shall be governed by Italian law. For all disputes relating to, or in any case connected to, the contracts covered by these Terms and Conditions, the Court of Pistoia shall exercise exclusive jurisdiction. Notwithstanding the foregoing, Barozzi Srl will have the right to act at the Purchaser's court.

Revere (MN), ........

Barozzi Vernici S.r.l.                                             Buyer

_______________________                             ____________________________

Pursuant to and for the purposes of art. 1341 and 1342 of the Italian Civil Code et seq. the parties expressly agree to the following clauses:

Art. 4 Prices and Payments

Art. 6 Delivery

Art. 11  Warranty

Art. 12 Damage compensation

Art. 13 Confidentiality

Art. 14 Miscellaneous

Art. 15 applicable Law and competent Court