STANDARD SALES CONDITIONS

 

1) General

The following conditions of sale apply to all contracts between KOLBEN S.r.l and its customers; the conditions required by the customer will be binding for KOLBEN S.r.l only if the customer accepts them in written form. Any exceptions and/or changes to these general conditions must be explicitly agreed by KOLBEN S.r.l in written form; equally any possible clauses contained in the general terms and/or in the purpose of the customers if they are not expressly and specifically approved by KOLBEN in written form will not implicate any exceptions and/or changes to these general conditions. Any purposes and/or offers sent by the customer will not have any effect until they will be specifically approved by KOLBEN S.r.l. ; all the changes to the contract stipulated by the parts must take place exclusively in written form and must be accepted by both parts, or they will have no effects. Any information and/or data on the details of the product and/or on its technical specifications are merely indicative and will not be binding for KOLBEN S.r.l unless they will be agreed in written form; Every document related to an offer, as for example and for information only outlines, drawings, pictures, weight data, etc. are not binding save any specific written directions from KOLBEN S.r.l and only KOLBEN S.r.l will have the authority to change them in any moment; all documents belong exclusively to KOLBEN S.r.l and could not be divulged and/or given to third parties without a specific written authorization by KOLBEN S.r.l.

2) Prices and terms of payment

The prices accorder are those indicated in the offer, as long as the terms for its acceptance are not expired, or those which are in effect at the moment of the acceptance of the offer; all prices are considered ex works, taxes excluded; as well as ex warehouse considered that any other costs (special packaging, insurance, transport, etc.) will be at customer charge. Only if not differently fixed in written form, the payment would take place at product delivery; in case of delayed payment will take effect the legal interests of DLGS 231/2001.

3) Delivery terms

The delivery terms become effective from the date in which KOLBEN will have formal knowledge of the acceptance of the offer by the customer; the delivery terms are never meant compulsory and it would always be up to KOLBEN an additional term of 45 days for an eventual notice of default from the customer, which will be delivered per round registered letter and/or per certified e-mail, without that, for that reason, any request of compensation for damages could be advanced by the customer and without that this could be for the customer cause of termination of the contract and/or its dissolution. Once received the customer's notice of default KOLBEN could, at incontestable discretion, break the contract giving back any eventual received deposits, or carry out the contract within the term of 45 days; anyway, both in case of dissolution and execution of the contract the customer will not be entitled to any kind of damages, direct and/or indirect. Unexpected events give the right to postpone the delivery until the hindrance will not end; for unexpected events are meant all those events, which could not be foreseen with the ordinary perseverance (as for example and for information only: wars, earthquakes, natural catastrophes, value crisis, strikes, civil disorders, fires, obstacles in the circulation, etc.); in that case KOLBEN will have the authority to withdraw from the contract without implicating any entitlement to compensation by the customer and/or any indemnity.

4) Shipping, packaging and passing of risk

Except for expressed contrary agreement, which for its validity must be drafted only in written form, the supply of goods and/or the return of the repaired pieces are meant ex works (Incoterms 2000) Kolben warehouse also when the parts agree that the shipping is handed in whole and/or in part by KOLBEN.Shippings in carriage forward are always carried out by request and at the customer's own risk; in this case any eventual complaint for tampering and/or deficit of goods must always be filed by the receiver of the goods to the courier; if it was not possible to file the complaint directly to the courier, it would be sent to KOLBEN in written form, per round registered letter and/or percertified e-mail, not later than eight days after the receiving of the goods, or any actions in regard will fall.In fault customer's clear indications exclusively in written form KOLBEN would not be in any case responsible both for the choice of the means of transport and for the fares applied by the couriers. In case it is agreed that the delivery cost will be even only in part at the expense of KOLBEN, the latter could make use, at its incontestable discretion, of the cheapest means of transport and in case it is required by the customer a different mean, the eventual higher cost will be at his own expense exclusively.The insurance of the transport would be taken out only if expressly required in written form by the customer, in his name and at his expense. Any eventual objections would not give any rights to the customer to interrupt and/or delay the payment.

5) Warranty period

The customer would have to carefully check the goods as soon as he receives them; any eventual defects must be contested, otherwise the warranty will decade, exclusively in written form and anyway no later than eight days after receiving the goods. In case of dispute the customer will have to give back to KOLBEN the sealed piece, neither tampered nor disassembled, within the next eight days with an accompanying letter, in which the customer reports all the contested defects, otherwise the warranty will decade; the piece return will have to take place at KOLBEN's offices at the expense of the customer. Any eventual disputes do not implicate any right to delay and/or suspend the payment due by the customer to KOLBEN, if it happens, it will follow the forfeiture of the guaranty. The warranty against defects start from the date of delivery of the product to the customer and shell cover a period of 12 months in case of supply of new components and six months in case of repair service or supply of second- hand components; the warranty allows exclusively the repair and/or the free replacement of the piece resulting in defect. In case the parts have been disassembled and/or assembled by non- authorized person, it will implicate the loss of warranty, or when these pieces have been tampered by the customer and/or by third also through the use of pieces manufactured elsewhere. Any eventual claim and/or protest, even if they are well-founded, will implicate neither the dissolution, even partial, of the contract, the cancellation of the orders and/or their reduction and/or the suspension and/or the extension of the payment terms, nor will allow the compensation of any sort of damages, both direct and indirect, because the customer could obtain exclusively the repair and/or the free replacement of the piece recognised by KOLBEN as defected, except any other compensation and/or reimbursement for any sort of damages, both direct and indirect. Equally KOLBEN does not take on any responsibility for damages, which must be originated to third by any sort of accidents and/or inconvenience, which could occur during the use of its products, also if they are recognised as defected or not, and also when KOLBEN had planned their application.

6) Retention of title

The goods of the furniture are weighed on the retention of title, therefore KOLBEN remain their propriety until the complete payment of the price agreed, the customer, from the moment in which the goods are at his disposal, becomes its keeper and will be responsible of their damage also by pure chance or due to extenuating circumstances. If cautionary and/or executive actions on the received goods are carried out to his detriment, the customer commits to let his quality of simple depositary and/or user of the goodd be known to the bailiff and to warn in written form and within 24 hours KOLBEN of what happened. The customer could not in any way alter, modify and/or bind the goods of the furniture until the complete payment of the price. The customer commits to keep with attention and diligence the goods of the furniture and to let them been inspected by KOLBEN with its simple request.

7) Competent court – Applicable law

At every contract stipulated by KOLBEN is applied the Italian Law. For any disagreement coming from this contract or connected with, it would be exclusively in charge the Court of Ravenna, except for the faculty of KOLBEN at its incontestable discretion to turn to a different Judge, provided that he is competent with the Law in force.