Article 1. SCOPE OF APPLICATION OF THE GENERAL CONDITIONS
1.1. Scope of application
These general conditions of sale (the “General Sales Conditions”) govern all the agreements for the sale, from Ditre Italia S.r.l. (“Ditre”) to a retailer (the “Retailer”), of the products (the “Products”) bearing trademarks containing the “Ditre” logo included in the price list, at the end of which these General Sales Conditions have been printed, and that Ditre is willing to make available to the Retailer through the delivery of the relevant price list.
This General Sales Conditions form an integral and substantial part of all orders and order confirmations regarding the Products made by and towards each Retailer.
1.2. Amendments and supplements
The Products to which the General Sales Conditions refer are those indicated in Ditre’s price lists, in the footnote of which these General Sales Conditions have been reproduced, as applicable at the time of the acceptance of the order by Ditre, with the specifications and designs contained therein. Any amendments to the technical specifications of the Products requested by the Retailer must be accepted by Ditre in writing.
These General Sales Conditions exclude any other conditions in relation to the Products unless otherwise agreed upon in writing with Ditre. Any amendment or supplement to the General Sales Conditions by the Retailer shall be valid and binding only provided that it has been specifically approved in writing by Ditre.
Article 2. ORDERS
2.1. Submission procedure
Each order for Products (the “Order”) shall be made in writing or using a compliant form and shall include all necessary items for the correct identification of the Retailer (name or company name, address, telephone and email address) and of the Products ordered. Pursuant to and for the purposes of Articles 1329 and 1331 of the Italian Civil Code, each Order shall be intended as a proposal for the purchase of the relevant Products by the Retailer, governed by these General Sales Conditions, and shall be irrevocable for a period of 90 (ninety) days from the date on which Ditre receives such Order.
2.2. Completion of the Order
Each Order shall only be intended to have been accepted only when a written confirmation is given by Ditre to the Retailer (an “Order Confirmation”). In any event, Ditre reserves the right to reduce the quantities ordered in compliance with its own manufacturing and business needs, notifying the Retailer thereof in writing.
The Retailer shall be however required to check the Order Confirmation and, should he find any mistakes or differences in the Order Confirmation with respect to the Order or to any order made with respect to Products, he shall promptly notify Ditre thereof.
The acceptance by Ditre of one or more Orders cannot be deemed as a circumstance which may be relied upon in relation to the acceptance of future orders that Ditre remain free to refuse at its discretion, without such refusal may lead to any responsibility of Ditre itself.
2.3. Exclusive right
The issue of an Order Confirmation by Ditre shall not grant any exclusive rights to the Retailer. Ditre shall be entitled to enter into agreements with third parties for the supply of Products identical or similar to those included in the Order, even where such third party operates in the same territory in which the Retailer operates.
Article 3. PRICES AND TERMS OF PAYMENT
3.1. Retailer’s purchase price
The purchase prices to be paid by the Retailer are those indicated in the price list of Ditre as at the date of delivery of the Products in the Retailer’s country, inclusive of any discounts granted by Ditre to the Retailer in each Order and confirmed in the Order Confirmation, corresponding to those indicated in the relevant invoice issued in relation to the Order (hereinafter, the “Price”).
The aforementioned unit prices shall be intended net of VAT.
3.2. Ditre’ price lists
The Ditre price lists applicable in each country each time represent the recommended retail prices of the Products, net of VAT.
3.3. Payment conditions
The terms of payment of the Products, indicated in each Order and confirmed in the Order Confirmation, shall commence from the date of the invoice issued in relation to the performance of the Order, regardless of the actual date of delivery of the Products.
Should the Retailer fail to comply with the terms of payment set out in each Order, Ditre shall be entitled immediately to suspend the delivery of the Products, even relating to agreements that are already being performed, to immediately terminate the relevant agreement under Art. 1456 Italian Civil Code and to obtain compensation for any damage incurred.
Ditre shall be entitled to withdraw from the agreement, by mere written notice, should suddenly occur certain objective facts, or however facts unknown at the time the Order was accepted, that cause Ditre to presume that the Retailer is going to be insolvent or unable to timely pay the agreed consideration.
3.4. Extensions and default interest
Due to the restrictions deriving from the insurance policies covering its trade receivables, Ditre is not allowed to grant extensions or derogations from the terms of payment agreed and set out in the Order Confirmations.
Default interest shall accrue in favour of Ditre on any amounts owed and not paid by the Retailer within the agreed terms, at the rate indicated by Article 5, Legislative Decree no. 231 of October 9, 2002.
In any event, Ditre shall be entitled to obtain the refund of all costs incurred due to the Retailer’s late payment.
Article 4. DELIVERIES
Unless otherwise agreed in writing and resulting from the Order confirmed by Ditre, the Products shall be delivered Ex Works (EXW - Ex Works, Incoterms 2020).
The Retailer will remain exclusively responsible of all the risks and costs arising from the failure or delay to take delivery of the Products at the place of destination and within the agreed delivery timescale. The places of delivery will be the ones indicated on each Order Confirmation.
4.2. Delivery terms
The delivery terms indicated in the order confirmation are indicative of the average delivery time usually estimated at the time of order confirmation. These terms, upon notice to the Retailer, however, may be subject to changes due to production requirements, unexpected events and market fluctuations.
4.3. Notice to perform and termination of a sale
If the Products are not delivered upon the agreed terms, the Retailer shall be entitled to terminate the agreement pursuant to Art. 1454, Italian Civil Code, through a notice to perform, requiring Ditre to deliver the goods within a period of not less than 20 (twenty) days and the warning that failure to do so shall imply the termination of the agreement.
4.4. Minimum orders, delivery in several batches and change in quantities
Ditre reserves the right to deliver the Products ordered in several consecutive batches, at no additional cost for the Retailer.
Unless otherwise agreed in writing between the parties, in case of separate deliveries, the payment term of each lot of Products shall commence as from the relevant date of delivery. The quantity of Products per package is predetermined. Ditre reserves the right to adjust the quantities of Products requested, taking into account the need to keep the individual packaging intact.
Unless otherwise agreed in writing and resulting from the Order confirmed by Ditre, for orders totalling less than Euro 500.00 (five hundred Euros/00), the Retailer shall be required to pay a contribution of Euro 50.00 (fifty Euros/00) to the transport costs.
4.5. Ownership of the products
Without prejudice to the transfer of the risk to the Retailer upon delivery, the property right of the Products sold under these General Sales Conditions shall remain with Ditre until the actual payment in full of the Price according to the terms set out in the Order and the Order Confirmation.
Article 5. COMPLAINTS, WARRANTIES AND RETURNS
a) Defects or discrepancies in the bill of lading on delivery
Any disputes or complaints regarding the quantities of the Products and any reserves about damage to the delivered Products or their packaging (e.g. broken, damaged or missing packages) must be carried out as follows, under penalty of forfeiture: (i) made in writing by the Retailer to the carrier at the time of delivery and (ii) communicated by the Retailer to Ditre no later than 48 (forty-eight) hours after the time of delivery.
b) Apparent defects of the Products
The Retailer must notify Ditre in writing of any complaints relating to apparent defects, even those of an aesthetic nature (where not included in those referred to in point a) above), meaning those that can be detected through the ordinary diligence of the professional operator (e.g. missing Product parts in relation to those identified in the list of components included in each package, scratches, abrasions, dents, abnormal opacity of external surfaces, etc.), under penalty of forfeiture as follows:
- no later than 8 (eight) days from discovering the defect and in any case before the assembly of the Products at the end customer’s premises;
- with written notice that shall include (i) photographic documentation certifying the presence of defects, (ii) a brief description of the defects and the methods that led to their discovery.
The Retailer therefore hereby acknowledges and accepts that it shall be its responsibility to verify the Products and to notify Ditre of any apparent defects, before assembling of the same products at the end customer’s premises.
In the event that the Products show apparent defects, the Retailer undertakes to refrain from assembling them, unless otherwise communicated in writing by Ditre.
c) Non-apparent defects of the Products
Any complaints relating to non-apparent defects, in the sense specified above, or concerning the functional profile of the Products (e.g. consistency and conformity between the parts of a Product, such as size anomalies, which can only be identified during the assembly phase), must be stated in writing to Ditre no later than 8 (eight) days after their discovery, based on the same formal procedures provided for in point b) above.
The Products shall not, in any case, be eligible to be the subject of disputes and complaints beyond 12 (twelve) months after delivery.
5.2. Warranties and limitations of liability
The warranty for the Products is limited to those cases in which flaws or defects are directly and exclusively attributable to Ditre. Any alteration in the Products’ packaging or any tampering therewith by the Retailer or third parties, as well as any non-compliance with the cautions and provisions regarding preservation, maintenance, use and control of the Products in accordance with the best practices of the sector, shall result in the forfeiture of the warranties provided by Ditre in relation to any defects of the Products; being the compliance of the Products with the indications included in each Order confirmed in the Order Confirmation verified with reference to the condition and quality of the same Products at the time the risk therein is transferred to the Retailer.
It is understood that Ditre hereby declines all responsibility for the assembly of the Products at the end customers’ premises, which shall remain under the direct management and responsibility of the Retailer.
In no event Ditre shall be deemed liable for indirect or consequential damages and/or loss of profits which the Retailer may incur as a consequence of defects in the Products, such as (but not limited to) cancellation of orders by any customers, penalties for late deliveries or refunds of any nature, as well as for losses which the Retailer could have avoided by following Ditre’ reasonable suggestions and instructions, or caused by the Retailer’s failure to adopt all suitable safety measures in accordance with the best practices of the sector.
In all cases of return, the Products shall be made available for their relevant collection at the time and in the way requested by Ditre. No return of Products shall be accepted unless previously authorised in writing by Ditre further to the receipt of the relevant request form duly and entirely completed.
The authorisation to the return granted by Ditre shall also be valid as an Order Confirmation for the delivery of replacement products, which shall be duly invoiced.
Returns shall only be made through the transport vehicles authorised by Ditre and the relevant Products shall be accompanied by the return authorisation document. Returns of Products shall be delivered to Ditre within 60 (sixty) days after Ditre’ authorisation. If, on at least 2 (two) occasions, the Products to be returned are not delivered upon transit of the transport vehicle authorised by Ditre, the authorisation to return them shall be automatically intended to be null and void, and the Products shall be entirely paid at the terms indicated in the original Order.
Use of carriers other than Ditre’ transport vehicles must be previously authorised by Ditre.
The return shall be made using the original packaging, or a substitutive packaging suitable to properly protect the Products during transport.
Ditre shall always be entitled to verify the integrity of the Products returned and, where appropriate, to refuse the return or, if damage is caused as a result of unsuitable packaging, to charge the Retailer for the additional costs for repairs.
Once the Products and the presence of flaws and defects for which the Products have been returned have been verified, Ditre shall notify the Retailer thereof and issue a credit note with respect to the invoice issued for the performance of the Order.
If the criteria for the return procedure activated by the Retailer are not met, this latter shall remain bound to pay the Price for both the Products returned and those delivered as replacement.
Retailers have no right to offset the credit deriving from the returned Products against debt owing for Products included in separate Orders.
Article 6. TAXES, RATES
All taxes and duties payable on or in relation to the Products purchased shall be borne by the Retailer. The consequences of any amendments to the law during the period of performance of the agreement shall be borne by the Retailer even in case of delays in delivery of the goods.
Article 7. RESALE OF PRODUCTS
7.1. Verifications and controls
Ditre shall be entitled to request at any time information on the procedures for sale of Products and the characteristics of the final customers of each Retailer.
Article 8. INTERNET SALE
The Retailers may sell the Products via the internet in accordance with the obligations set out below and with Ditre’s branding policy, without prejudice to any other applicable provisions agreed in writing with Ditre.
8.1. Domain name
The Retailer is not allowed and may not proceed in recording any domain name containing, in whole or in part, the brand literal logo Ditre. In the event that the Retailer intends to market the Products via a website (the “Website”), this latter must inform Ditre of such intent by communicating the name or domain names used.
8.2. Contents of the Website
The Website must be professionally designed and must be kept up to date from a technical point of view.
Visitors to the Website must clearly understand that it is the Retailer’s Website and not the official Ditre website. The lay out and contents of the Website shall not cause any confusion to the end consumer in this respect.
The Website shall include:
· mandatory details of the Retailer (name, services offered to the public, contact details and address, legal information, privacy requirements);
· a clear indication on each page of the Products for which the sale is promoted;
· a clear link to the Ditre website on each page where the sale of the Products is promoted, without, in any event, using the Ditre logo.
8.3. Obligations on the Retailer
The Retailer must manage a physical store for the entire duration of the contractual relationship and shall not be able to operate only as a virtual store.
The Retailer must grant to the purchasers a secure payment system.
The online sales shall be made in strict compliance with any applicable mandatory consumer protection regulation, including the rules of the State where the client is located at the moment of the purchase. Failure to comply with any applicable mandatory consumer protection regulation will trigger Ditre’ right to immediately cease the supplies to the Retailer, also in respect of orders already accepted.
It is expressly forbidden that Retailers have their registered offices or their points of sale outside the European Union and which sell Products via the internet inside the territory of the European Union without the prior written consent of Ditre.
Article 9. NO USE OF TRADEMARKS
The Retailer is expressly forbidden from using the trade mark that characterizes the Products for promotional or advertising purposes without the prior written consent of Ditre.
Article 10. PRIVACY
During the performance of this contract it will be possible to transfer one another, or, anyhow, make available managers, employees and collaborators’ personal and contract data (biographical data, company e-mails, office and company mobile phone numbers, etc.), for the respective contact persons, who, dependant on the duties and responsibilities, manage the contract and/or follow its execution. Therefore, both Parties shall process these personal data to the extent that they are strictly necessary for the execution of the contractual and legal obligations connected to them. The data will be stored until the completion of the mutual services subject of the contract and later, on account of the limitation period foreseen for company acts and documents. The single employee or collaborator can exercise all the rights listed in Articles 15 to 21 of the GDPR, without prejudice to the limits and the conditions provided for by the applicable legislation.
Article 11. APPLICABLE LAW AND JURISDICTION
11.1. Applicable Law
These General Sales Conditions are governed, to all effects and purposes, by Italian law, expressly excluding application of the uniform provisions set out for the international sale of movable assets by the Convention of Vienna and other international conventions endorsed by Italy.
Any dispute which may arise from, or however relate to, these General Sales Conditions shall be subject to the exclusive jurisdiction of the Court of Treviso.
Article 12. MISCELLANEOUS
All communications addressed to Ditre under these General Sales Conditions shall be made in writing and sent to Ditre’ legal representative at the address indicated in the invoice.
The Retailer may find information relating to Ditre’s policy and the Products and the Ditre brand on the www.ditreitalia.com website.
Pursuant to and for the purposes of Articles 1341 and 1342 Italian Civil Code, the Retailer declares that he has carefully read and understood, and he specifically accepts, the following clauses of Ditre’ General Sales Conditions:
Art. 1.1. (Scope of application);
Art. 2.2. (Completion of the Order);
Art. 3.3. (Payment conditions);
Art. 3.4. (Extensions and default interest);
Art. 4.1. (Delivery);
Art. 4.2. (Terms of delivery);
Art. 4.4. (Minimum orders, delivery in several batches and change in quantities);
Art. 5. (Complaints, warranties and returns);
Art. 7. (Resale of Products);
Art. 8. (Internet sale);
Art. 11. (Applicable law and jurisdiction).
8/2/2021 3:39:42 PM