Terms and Conditions of Sale
Terms and Conditions of Sale
November 2022
General terms and conditions of sale
1 - DEFINITIONS
1.1 “Customer”: the issuer of the purchase order sent to Matteograssi S.r.l.
1.2 “Products”: the goods marketed by Matteograssi S.r.l. forming the basis of the purchase order sent by the Customer.
1.3 “Contracts”: all current and future sale contracts between Matteograssi S.r.l. and the Customer upon acceptance, either by issuing confirmation of the order or by commencing production, in accordance with the purchase order sent by the Customer to Matteograssi S.r.l
2 -PURPOSE
2.1 The General Terms and Conditions herein, subject to any exceptions expressly agreed in writing by Matteograssi S.r.l. and by the Customer (hereinafter also referred to jointly as the “Parties” or individually as the “Party”), and which will be conditional to all current and future Contracts of which they are an integral part of.
2.2 The General Terms and Conditions herein supersede any other General Terms and Conditions previously endorsed by the Parties.
2.3 Any General Terms and Conditions of purchase from the Customer will not be applied to future Contracts unless expressly approved in writing by the Parties.
3 - PURCHASE ORDERS AND THEIR ACCEPTANCE
Each purchase order sent to Matteograssi S.r.l. will have to be endorsed by the Customer or its representative. Matteograssi S.r.l. reserves the absolute right to accept or reject each purchase order received from the Customer via confirmation of order in writing.
4 - PRICES
4.1 Unless otherwise agreed in writing between the Parties, the price of the Products are those shown in the price list, which cancels and replaces any previous agreements and is the only basis whereby the Customer’s order for formalising the order. Matteograssi S.r.l. reserves the right to change the price list at any time and without prior notice.
4.2 The prices shown in the price list do not include any cost associated with assembly or installation of any Product within the purchaser’s premises. Where the cost of transport is relevant under articles 5, these charges will be added to the prices shown in the price list according to the terms referred to therein.
4.3 Matteograssi S.r.l., in order to maintain and improve the quality of its Products, reserves the right to make changes at any time to the materials, finishing elements during the manufacturing process of the Product, without causing damage to the aesthetic or functional condition of the Product.
5 - DELIVERY TERMS AND METHODS
5.1 Terms and Conditions for delivery of the Products as notified to the Customer when accepting the purchase order are not to be construed as an indicator of the week for shipment of the Products from the factory and for consigning to the forwarding agent. Therefore, if the terms for delivery expire and the Products are not fully or only partially delivered, Matteograssi S.r.l. shall not be liable for any damages suffered by the Customer due to the delay. Should Matteograssi S.r.l. fail to deliver the Products after 60 (sixty) days from the delivery date as indicated to the Customer when the order was accepted, the Customer shall be entitled to withdraw from the Contract, except for a cause not attributable to Matteograssi S.r.l. and without prejudice, in any case, to the absence of any other responsibility with reference to the latter.
5.2 For all delivery destinations, the Products are available ex-factory. Deliveries including taxes and duties to be discussed and agreed on a case by cases basis depending on the destination country and quantities involved within the order.
6 - PRODUCT TRANSPORT
The Customer, upon delivery of the Products, must immediately ensure that the Products are complete in quantity and type, corresponding to the Products as shown on the purchase order which was accepted by Matteograssi S.r.l. Any change in quantity or any divergence or variance in the Products from that shown on the purchase order must be notified immediately to Matteograssi indicating and affixing the relevant details on the delivery document T.D.D. or on the carriage note and countersigned for approval by the forwarding agent. These documents must be immediately sent to Matteograssi S.r.l.
7 - CONDITIONAL SALE
7.1 Pursuant to articles 1523 and following the Civil Code, even when an instalment payment of the price has not been agreed upon, Matteograssi S.r.l. sells its own Products with conditional sale until the full payment of the price has been paid by the Customer.
7.2 If an agreement has been made to pay the price of the Products by instalments failure to pay even one instalment which amount is equal to or greater than one eighth part of the overall price to be paid, this will imply that the Customer will lose the benefit of the terms with regard to the remaining instalments and Matteograssi S.r.l. will be entitled to cancel the contract. In this case, any amount already paid by the Customer will be withheld by Matteograssi S.r.l. by way of indemnity, except for the reparability of the subsequent damage.
8 - PAYMENT TERMS AND METHODS
8.1 The terms of payment will be agreed upon by the Parties as referred to in the purchase order.
8.2 The failure to pay or any delayed or incomplete payment if even relative to one invoice will give the right to Matteograssi S.r.l. not to fulfil any other purchase orders received from the Customer which was already accepted, including the right to request compensation for any damages suffered .
8.3 Due to the failure by the Customer to pay or where payment has been delayed or incomplete , the Customer will be obliged to pay, interest in accordance with Legislative Decree no. 231 of October 9th, 2002. on each outstanding invoice.,
9 - RETURNS
Any Product to be returned is at Matteograssi’s exclusive discretion and prior approval upon the specific request by Customer. The transportation of returned Products authorized by Matteograssi S.r.l. will be by Matteograssi S.r.l. , or by its recognized and dependable forwarding agent. It will be the responsibility of the Customer to package appropriately and adequately the Products to be returned before having them delivered to the forwarder, and any damage to the Products resulting therefrom will be charged to the Customer.
10 - NOTIFICATIONS
Any notification and/or declaration from the Customer intended for Matteograssi S.r.l regarding the Contracts or their performance must be sent to the following address: Via Monte Grappa n. 66/68 - 20833 Giussano (MB) – Italy.
11 - CONFIDENTIALITY AGREEMENT
The Parties mutually undertake not to use or disclose to third parties the confidentiality details of the businesses or activities of the other Party with which they may become acquainted with when performing the Contract, except for those details which are already disclosed.
12 - AMENDMENTS AND ADDITIONS
Any amendment or addition / completeness or correction to the General Terms and Conditions herein must be informed to the other Party in writing and accepted by both Parties before taking effect.
13 - COMPETENT COURT AND APPLICABLE LAW
The Court of Milan has the sole jurisdiction as to any dispute arising in relation to the validity, interpretation, execution and/or cancellation of the Contracts and/or General Terms and Conditions herein. The governing law shall be Italian Law.
QUALITY CERTIFICATION
Matteograssi S.r.l. works within a Quality System in compliance with the UNI EN ISO 9001:2008 standard
GUARANTEE OF CONFORMITY
The Products specification within the Contracts are covered by the “legal guarantee of conformity” set forth in articles 128 and subsequent of Legis-lative Decree no. 206 of September 6th, 2005 (the so-called “Consumption Code”, in which Legislative Decree no. 24/2002 has converged and which has acknowledged Directive 1999/44/CE), as modified and expanded by the following provisions:
1. The guarantee consists in the restoration of Products conformity by repairing or replacing them, according to the terms and methods provided by the aforesaid regulation.
2. The guarantee is valid for 1 years from the delivery date of the Products for supporting structures and leather covering due to defect of manufacturing but excluding improper use or storage
3. The report of any conformity defect of the Products must be sent to Matteograssi S.r.l., as provided by art.10, no later than 2 (two) months from when the defect was discovered, enclosing a copy of the guarantee certificate together with a copy of the fiscal purchase document. Any conformity defects of a Product or of its part do not exempt the Customer from the obligation to collect the remaining ordered Products.
4. The guarantee is not valid for defects deriving from improper use of the Products or from an improper cleaning and maintenance operations. As for this last aspect, refer to the “Products suggested for Maintenance” guide enclosed with each Product.
5. The guarantee is not valid for the Products and for parts of Products that present normal wear and tear or have been tampered or modified by subjects not explicitly authorised in this respect by Matteograssi S.r.l.