1. General provisions
1.1 These terms and conditions, subject to any exceptions specifically agreed in writing by the parties, shall govern all present and future contracts of sale with the company Trevi Coliseum Srl (Seller).
1.2 Any exceptions or additional conditions shall only be valid if agreed upon in writing.
2.1 Orders received by the Seller’s agents and/or assistants, or otherwise received by the Seller itself, will be followed by a purchase offer, to be sent to the Buyer by fax or e-mail, containing the terms and conditions of the contract, which will be binding on the latter as a sales contract. It is understood that the complete fulfillment of product orders shall remain at the Seller’s discretion.
2.2 The Seller reserves the right to suspend and/or cancel in whole or in part the fulfillment of a product order in the event of non-payment of previous supplies. The Seller reserves the right to suspend and/or cancel orders when their fulfillment becomes impossible or unreasonably burdensome because of unforeseeable events beyond its control, such as strikes, fires, riots, revolutions, power outages, earthquakes, floods, delays on the part of its suppliers in the delivery of raw materials, semi-finished or finished components.
3. Terms of delivery
3.1 Any delivery dates specified by the Seller are intended only as a guide. By submitting an order, the Buyer agrees that delivery times are not an essential factor and waives any claim for late deliveries or cancellation of orders.
4. Returns and shipping – Claims
4.1 Unless otherwise agreed, products are delivered ex-works (Incoterms 2010), from Località Villanova, Zona Industriale 19/c, 32013 Longarone, Belluno, Italy, even where it is agreed that the shipment or part of it will be taken care of by the Seller.
4.2 Unless the Seller expressly agrees to different terms in writing (i), the risk of loss or damage to the products will pass to the Buyer once the Seller has delivered the products, properly packaged for transportation, to a carrier, (ii) any arrangements made by the Seller, at the request of the Purchaser, with carriers or freight forwarders about a shipment will be implemented only on behalf of the Purchaser, at the expense and risk of the latter.
4.3 Any claims relating to the packaging, quantity, number or appearance of the products, shall, under penalty of loss of the right to claim, be immediately submitted to the carrier and reported in the transport document, and then promptly notified to the Seller by fax or email, again under penalty of loss of the right to claim, within seven (7) days from the date of receipt of the products. Any claims relating to defects that might not have been detected after a careful inspection upon receipt of the goods (hidden defects) must be notified to the Seller by registered letter, under penalty of loss of the right to claim, within seven days from the date when the defect was found and in any event no later than twelve months after delivery.
4.4 It is understood that any claims or complaints shall not entitle the Buyer to suspend or delay payment of the disputed products or, even less, of other supplies.
5. Prices and terms of payment
5.1 Unless otherwise agreed, product prices are ex-works, it being understood that any other fees and charges will be borne by the Buyer.
5.2 Unless otherwise agreed, the Seller’s list price and/or any other price agreed in case of house-branded products – VAT excluded – shall be applied as of the date of conclusion of the contract and payment will be due upon receipt of the Seller’s invoice.
5.3 Payment shall be made in accordance with the conditions set forth in the order confirmation and/or invoice.
5.4 The Buyer will be required to pay to the Seller any interest on late payments pursuant to Italian Legislative Decree 231/02 from the date on which payment should have been made, regardless of the date of formal notice.
6. Retention of title
The Seller shall retain title to all goods delivered until payment has been received in full.
7. Warranty for defects
7.1 In case of defective products, the Seller agrees to follow the provisions of the Italian Civil Code, provided that such defects have been notified in a timely manner in accordance with section 4.3 and the products have been ascertained and agreed by the Seller to be defective. Any consumable parts of the products which, by their nature or use, are subject to deterioration or wear and tear, is excluded from the scope of cover afforded by this warranty.
7.2 No product may be returned by the Buyer without prior written consent of the Seller.
7.3 The Seller shall not be liable for any damage that the Buyer, or any third party claiming through the latter, claim to have suffered from the use of products where it is proved that such damage was not caused by the quality or inherent characteristics of the product, but by improper use.
7.4 This warranty shall be void if the products are used in a manner inconsistent with any instructions given by the Seller.
8. Governing law and jurisdiction
8.1 The court of Belluno, Italy, has exclusive jurisdiction on any dispute arising from or in connection with this agreement, or relating to the products; notwithstanding the above, the Seller shall always have the right to bring any such dispute before the competent court at the place of business.
9. Final clauses
9.1 Any changes or amendments to this agreement shall not be effective unless they have been made in writing.
9.2 Any partial or total invalidity of any clause of these general conditions of sale will not result, respectively, in the invalidity of the entire clause or the general conditions of sale.
9.3 Failure to exercise a right granted to the Seller will not constitute a waiver thereof.