1. Applicability of the conditions
1.1 These General Terms and Conditions of Sale (hereinafter GTCS) regulate all contracts, present and future, entered into between Italgel S.r.l. (hereinafter Italgel) and the Client.
1.2. Client’s general terms and conditions shall not apply unless expressly accepted in writing by Italgel
2. Conclusion of the contract
2.1. Client’s order, which Italgel has the right to accept or refuse, implies full and complete acceptance of these GTCS.
2.2. The contract is deemed to be concluded only upon the issuing of an order confirmation by Italgel.
3. Payment of the price
3.1. Price and payment are regulated by the order confirmation. Should a delivery of products be scheduled to take place more than 30 days following the issuing of the order confirmation, Italgel reserves the right to change the price for the supply if the market price of the raw material increases.
3.2. The price and any other amount payable by Client to Italgel for any reason is due at Italgel’s place of domicile.
3.3. The Client shall pay the price notwithstanding any claim or contestation for whatever reason. In the case of failure to comply with payment terms by the Client, Italgel shall be entitled to suspend deliveries also in the case of supplies other than those to which such default refers, and shall be authorised to demand immediate payment in advance of all amounts due by the Client, without prejudice to Italgel’s right to terminate the contract with immediate effect and to claim compensation for damages.
3.4. Products are sold with retention of title and shall remain the property of Italgel until full payment of the price by the Client.
4.1. Delivery is regulated by the order confirmation; delivery terms are never deemed to be strict for both Italgel and the Client, also according to art. 1457 of the Italian Civil Code.
4.2. At the time of delivery Client is required to verify that the packaging is intact and is not damaged and not altered; it is also required to verify that type and quantity of products received comply with the order confirmation.
4.3. Any complaint regarding packaging and/or type and/or quantity and/or visible defects in the products delivered must be notified, under penalty of forfeiture, by the Client to Italgel by means of communication which ensures proof of receipt within and no later than 4 (four) days from the time of delivery.
5. Storage and preservation of products
5.1. Delivered products must be stored inside an enclosed space, keeping the packaging untouched and intact, in a fresh, dry and not moist place, free from odours and aromas; they must be placed on plastic or wood pallets, to be kept at appropriate distance one from another and from the wall. Delivered products must furthermore be stored (a) in a place free from pests where an appropriate pest-control is applied, (b) in such a way to avoid any contamination with other products, and especially allergens.
6.1. Italgel warrants that the delivered products comply with the indications of the order confirmation and that the products are free from any defects which could make them unfit for the purpose for which they are intended for or which could decrease their value appreciably. Warranty time is 5 (five) years from the date indicated in the analysis certificate which is sent to the Client together with the delivered products.
6.2. Any defect under art. 6.1. shall be notified by the Client to Italgel, under penalty of forfeiture, in a detailed way, using a means of communication which ensures proof of receipt, within and not later than 8 (eight) calendar days from the time at which the defect is discovered. In any case, Client’s right to claim for product defects shall expire definitively after 1 (one) year from the delivery of the defective products by Italgel.
6.3. Should Italgel require so, the Client shall return defective products at its own expenses to Italgel, which, should the claim be proved to be grounded, shall replace them. The warranty set forth in this art. 6 is in lieu of any other liability or remedy for non-conformity of the products. The Client shall not have the right to raise any other claim for damages or seek a reduction in the price or cancellation of the contract.
6.4. In any case, in addition to what above, Italgel shall not be responsible for products’ defects (a) resulting from failure in storing the products according to article 5 above, or (b) discovered or notified after product's expiry term, or (c) for which Italgel is not liable.
7. Jurisdiction and governing law
7.1. Any disputes resulting from or in any way connected with the sale contract shall be subject to Italian jurisdiction and to the exclusive competence of the Court of Torino.
7.2. Italian law applies to the sales, excluding application of the Vienna Convention of 1980.
Pursuant to and within the meaning of articles 1341 and 1342 Italian Civil Code, the following articles are explicitly approved by the Client: 3.1. (Italgel’s right to change the product’s price); 3.3. (payment due also in the case of Client’s complaints, Italgel right to suspend deliveries, to ask for immediate and advanced payment and right to terminate the contract); 3.4. (retention of title); 4.1. (exclusion of Italgel’s liability for delay in delivery); 4.3. (term to report defects in type or quantity or packaging or visible defects); 6.1. (warranty term); 6.2. (term to report product’s defect and action expiration term); 6.3. (limitation of Italgel’s liability for product defects); 6.4. (exclusion of Italgel’s liability for product defects); 7.1. (competent court and jurisdiction).