1.1. These general conditions of sale (“GCS”) are intended as an integral part of sales contracts signed by the company Tessilbrenta S.p.A. a Socio Unico, a single member company having registered office in Pove del Grappa (VI) Italy, at Via Torino 2, Tax code and VAT number 01239350240 and R.E.A. VI n.153373 (“Tessilbrenta”) and the Buyer, involving the sale of goods produced and/or marketed by Tessilbrenta (the “Products”).
1.2. Any amendment to these GCS should be confirmed in writing by Tessilbrenta, that has the right to apply different special conditions to any order confirmation and/or offer. In particular, Tessilbrenta reserves the right to modify or supplement the GCS, attaching said amendments to the order confirmation and/or offer or to any correspondence sent in writing to the buyer. In the case of discrepancies between the GCS and the above special conditions, the provisions of the latter will prevail.
2.1. The sale includes only what is indicated in the order confirmation accepted by the Buyer who should immediately communicate to Tessilbrenta any discrepancies with respect to the agreed order. Tessilbrenta reserves the right to make any changes to the Products that are considered to be useful, without having to inform the buyer, in order to improve the quality of the product, provided it ensures full compliance with the buyer’s specific requests.
2.2. The Buyer declares that upon making the purchase it is aware of the characteristics, methods and purpose of use of the Products ordered, and that it considers said Products to be suitable for the intended use and purposes it intends to make of said Products. Tessilbrenta accordingly does not provide any guarantee as to the suitability of the Products sold for the specific intended use and purposes of the Buyer, given that the Buyer is exclusively responsibility for checking and assessing said uses and purposes.
3.1. All orders should specify the quantity, technical specifications and any other information that may be necessary to correctly identify the products. The Buyer should communicate all and any information that may be necessary in order to (a) establish the technical specifications correctly and (b) detailed information about the processing and end use of the products. Any documents and/or certifications that may be required should be requested when the order is placed and accepted in writing by Tessilbrenta. Any request for a specific indication of the origin of the goods should be communicated when the order is placed.
3.2. Orders forwarded by the Buyer in any way shall not be binding upon Tessilbrenta, that may therefore not accept said orders in whole or in part at its sole discretion.
3.3. The sales contract is intended as finalised as from the date of acceptance of the order confirmation by the Buyer.
3.4. The Buyer may not make any changes to orders after receipt and/or confirmation thereof by Tessilbrenta, without the written consent of the latter.
4.1. The prices of Tessilbrenta’s products are indicated in Euro, and are shown on the offers, and the delivery terms comply with the 2020 Incoterms indicated on the sales documents.
5.1. The delivery terms are approximate and are shown on Tessilbrenta’s order confirmations.
5.2. Tessilbrenta will not be responsible for delayed delivery caused by delays of its suppliers, events of force majeure and more generally, any reason not attributable to Tessilbrenta, that may delay the manufacturing process, such as trade union unrest, transport disruptions, fire, accidents, energy shortages, etc.
5.3. If the Buyer does not collect the products within the agreed delivery term, Tessilbrenta may store said products on behalf and at the risk of the customer and apply a weekly storage price equal to 2% of the invoiced value. Two (2) weeks after the starting date of storage, the sales contract is intended as terminated due to serious breach and Tessilbrenta shall have the right, without notice, to resell the products held in storage to third parties and to take action to recover the storage costs, including compensation of any damages incurred.
6.1. If no express requests and/or instructions are received as regards the shipping method, the Products will be shipped in the manner considered to be most appropriate at the discretion of Tessilbrenta.
6.2. Pursuant to the provisions of section 1495 of the Italian Civil Code, any claims about the quality of packaging, the number of packages, the quantity or external characteristics of the Products (apparent defects) should be notified to Tessilbrenta within 8 (eight) days from receipt of the goods and in any case, before processing;Tessilbrenta's liability will in any case be limited to repairing or replacing goods on which defects attributable thereto are discovered. Tessilbrenta shall remedy any defect, lack of quality or conformity defect of the products attributable thereto is not apparent upon inspection when the products are received (latent defects), as provided by article 10 hereunder.
6.3. Returns should be agreed in advance with Tessilbrenta’s sales department, that reserves the right to accept said returns or otherwise, at its discretion.
7.1. List prices include standard packaging.
7.2. Any other type of packaging must be indicated in the offer and the order confirmation sent by Tessilbrenta.
8.1. The Buyer shall make the payment in accordance with the terms indicated on the order confirmation. The ownership of the Products remains with Tessilbrenta and will not be transferred to the Buyer until the full purchase price has been paid.
8.2. Tessilbrenta may ask the Buyer, with each order confirmation, to pay an amount as advance payment and/or deposit. Should the Purchaser be in default, said sums will be held by Tessilbrenta, without prejudice to any remedy provided by law in favour of the latter.
8.3. The payment of the price or the price instalments on the agreed due dates cannot be suspended for any reason whatsoever. The Buyer should enforce any claims it may have with a separate judgement. In the event of delayed payment, interests on arrears shall be applied to the price as established by Legislative Decree no. 231/2002 and European directive 2011/7/EU.
8.4. Tessilbrenta shall have the right to suspend the execution of the contract, or, at its sole discretion, terminate the contract with immediate effect, pursuant to section 1456 of the Italian Civil Code, against written notice sent to the Purchaser, should the latter be in breach of its payment obligations, without prejudice to Tessilbrenta's right to claim compensation for any damages incurred.
9.1. If these are required for a specific Product, any Product certificates (conformity or any other type) should be requested when the order is placed, after establishing with Tessilbrenta if said certificates are available and the cost thereof. Pursuant to EU Regulation 305/2011, the product will not bear CE markings if it is not used for the applications specified by the harmonized standards on geotextiles and similar products.
9.2. Should such marking be requested after the order has been processed, the costs of research, verification and creation of the certificate may be charged to the Buyer.
9.3. In the case of certificates issued by external bodies, the price should be agreed when the offer is placed.
10.1. Unless otherwise provided by legislative decree no. 206 of 6 September 2005, (“Consumer Code”), if the purchaser qualifies as a “consumer”, all Products are covered by a 12 (twelve) month warranty as from the date of delivery of the products.
10.2. For the above periods, Tessilbrenta guarantees that the goods sold are free from defects that make them unsuitable for their intended use or appreciably reduce the value thereof.
10.3. Claims for any defects in the goods should be received in writing by Tessilbrenta, under penalty of forfeiture, within no more than 8 (eight) days from delivery in the case of apparent defects or from the discovery of the defect in the case of latent defects.
10.4. The warranty covers only production and manufacturing defects, excluding, by way of example, defects caused by normal wear and tear, improper or incorrect use and inappropriate storage.
10.5. Without prejudice to the provisions of above paragraph 10.1, any warranty on the Products also terminates by law: if the Buyer has not complied with the payment obligations provided by contract; if the damage has been caused by carelessness or negligence, or any use that does not comply with the instructions indicated by the use and maintenance manual; if the defect is communicated late; if the Products have been modified or altered by a person not authorized by Tessilbrenta and in the case of improper storage of the Products. Moreover, any parts which because of their nature or use are subject to deterioration or wear and damages caused by improper or negligent use, excessive use, inexperience or poor maintenance, are not covered by the warranty.
11.1. Tessilbrenta declines all and any liability and obligation for damages caused to the Buyer and/or third parties from use of the Products if the damaged party does not provide indisputable proof of the existence of the damages incurred and the causal connection between the defect of the Product and said damages, without prejudice to the provisions of point 11.4 hereunder.
11.2. Tessilbrenta's liability is excluded, moreover, in the following cases: if the defect that causes the damage did not exist upon delivery of the Product by Tessilbrenta; if the state of scientific, technical and safety know how at the time of delivery of the Product does not make it possible to consider the Product defective; if the damaged party, though being aware of the defect and resulting danger, voluntarily exposed itself to such danger.
11.3. Nor may Tessilbrenta be held liable: for indirect or consequential losses or damages (including, by way of example, third party losses and lost earnings); all and any harmful or, in any case, detrimental consequences, even with respect to third parties, which may be caused by the improper use of the Product by the buyer or third parties, the unsuitability of the Product for the manner in which Buyer intends to use the Product and, in general, any use different from the uses indicated by the relevant user manual/data sheet/or maintenance booklet (including, storage and/or processing), improper operations and/or operations not indicated in the user manual/data sheet, and/or in all other cases in which the warranty is excluded, including, by way of example but not in a limiting sense, acts of vandalism, war and sabotage, acts of God and acts of terrorism and other events of force majeure.
11.4. The amount that Tessilbrenta may be required to pay to the Buyer pursuant to the above, shall in no case exceed the net invoiced amount, as shown on the order confirmation and paid by the buyer, for the Product made subject of the dispute.
12.1. The Buyer expressly acknowledges that the trademarks, trade names or other distinctive features of the Products, as well as any other intellectual property rights including, by way of example but not in a limiting sense, know-how, design rights, processes, rights on inventions, utility models, domain names, software and database rights and other intellectual property rights of any kind or type, that may be legally protected, regardless of whether such legal protection is formally obtained, relating to the Products, are the exclusive property of Tessilbrenta.
12.2. The Buyer shall not engage in any behaviour that may prejudice the intellectual property rights of Tessilbrenta, or the interests of the latter and in any way related thereto.
12.3. No provision of these GCS are intended as a transfer or licensing of the intellectual property rights by Tessilbrenta to the Buyer.
13.1. Liability is excluded if it is caused by an event of force majeure or any other unforeseeable events not attributable to Tessilbrenta, including, by way of example but not in a limiting sense, fire, floods, embargoes, strikes, lockouts, orders of a public administration, subsequent blocks on exports or imports, delays in the issue of Product certificates, difficulty in the procurement of materials, parts or other essential components required to manufacture the Products which, above all in terms duration and extent thereof, exonerate Tessilbrenta from the obligation of complying with any agreed delivery term or other obligations provided by these GCS.
14.1. Unless otherwise indicated by the offer and/or the order confirmation, all taxes, duties and any other present or future tax charges, relating to the contract and the use of the Products sold, shall be paid by the Buyer.
15.1. Pursuant to section 1264 of the Italian Civil Code, the Buyer hereby accepts that any credit claimed by Tessilbrenta may be assigned to a factoring or similar company, and expressly exempts Tressilbrenta from the obligation of having to provide any notification other than confirmation of the transfer, sent by registered letter with return receipt. .
16.1. If a provision is or becomes illegal, invalid or unenforceable, in whole or in part, this does not affect the legality, validity or enforceability of any other provisions of the contract, which continue in full force and effect.
17.1. The interpretation and execution of these GCS are governed by the law of the Italian Republic. The parties agree that any matter not expressly regulated by these GCS, shall be subject to the general provisions of the Italian Civil Code and any special laws applicable thereto.
17.2. Without prejudice to the applicability of the mandatory provisions of the law specified by Legislative Decree no. 206 of 6 September 2005, (“Consumer Code”) if the buyer qualifies as a “consumer”.
17.3. The court having jurisdiction in the case of any dispute arising from the application of these GCS and the sale of Products, even if with foreign citizens and for Products supplied abroad, shall be exclusively that of Vicenza - Italy.
The Buyer expressly accepts the following conditions, pursuant to section 1341 and 1342 of the Italian Civil Code: article 5 deliveries; article 6, shipments and returns; article 8 terms of payment and retention of title; article 11 liability and limitations; article 15 transfer of credit; article 17 applicable law and jurisdiction.