1. Terms of Sale
The sale is subject to all rules and provisions laid down by Italian law and by the SMI (Italian Fashion Industry) contract both for the legal and technical part, which are consensually modified by the special terms indicated here below.
2. Order Confirmation
The order is executed under the mandatory condition that the purchaser, by and not beyond 10 days from receipt of this deed, communicates to the seller its acceptance of these special terms.
3. Delivery Term
The delivery term may never be considered essential or mandatory in the interest of the purchaser and the seller is permitted a tolerance period of 20 working days with regard to what is stated in the confirmation. The purchaser, once that tolerance period has elapsed, may cancel the part of the order not executed within the extended term. However, it may never claim compensation for damages or any indemnity consequent to the delay. Any delays or non-deliveries deriving from manufacturing incidents or due to force majeure shall not determine any right to indemnity or compensation, or the cancellation of the balance of the order, or the return of the quantities already delivered.
4. Goods Transportation
The goods will be sold ex works with transportation and packaging costs charged to the purchaser.
5. Payment and Interest
Any non-payment at the due date will determine the loss for the purchaser of any agreed discount and the obligation for the latter to pay the default interest provided by Italian Legislative Decree no. 231 of 2002, as amended and supplemented, therein including Italian Legislative Decree no. 192 of 2012. Any non-payment at the due date will legitimate the seller, at its discretion, to cancel any residual balance of the order or to request the early payment of the individual due dates. Any offsetting between bank transfer and indemnity requests and receivables deriving from unpaid sales is excluded.
6. Reserve of Ownership
The goods remain the property of the seller until their full payment even if subject to processing with consequent increase of their value, subject to the right of the seller to take recourse and to expropriate other goods where the purchaser has unlawfully sold what was received from the seller.
7. Defects of Goods
Any defects in terms of quality, colour, height, weight, equipment, etc. will not legitimate or allow the purchaser to make any dispute if this falls within the limits of normal tolerance and in any case those provided by the aforementioned SMI contracts.
Complaints for visible and clear defects or deformities must, under penalty of forfeiture, be sent by the purchaser to the seller by recorded delivery letter with notice of receipt or certified e-mail within 10 working days from the delivery date of the goods to the purchaser; the latter may not perform any tampering or processing until the complaint has been settled. Hidden defects or deformities must be reported, at the choice of the purchaser, in the same forms within 8 days from their discovery but not more than 4 months from the arrival of the goods at the purchaser or the location indicated by the latter.
9. Exoneration from Liability of the Seller
The seller will be freed from any liability if the purchaser breaches the user instructions or uses the goods for purposes different than those indicated by the seller.
10. Ascertainment of Liability
The seller will be liable for defects or deformities of the supplies that are ascertained and recognised by a laboratory specialising in fabric analysis (e.g. Tessile di Como), limited to what was supplied, with no liability for additional costs incurred for transformations and processes performed on the fabric, as well as for any direct and indirect economic losses that may be claimed to have been incurred due to those goods. Any complaint will not legitimise the purchaser not to pay the due invoices, except for only those relating to the disputed part.
11. Jurisdiction and Competence
This contract will be regulated, interpreted and applied based upon Italian laws, with the exclusion of all rules on conflict of laws and will be subject to the exclusive jurisdiction of the Court of Como or any venue having jurisdiction due to the subject of the matter in the territory in which the Court of Como is based. The seller may, at its complete discretion, bring legal action against the purchaser before the court in whose jurisdiction the latter has its registered office or performs or exercises its activity. In that latter case, the law of the state in which the judge alternatively chosen by the seller is based will apply.
Any requested and obtained exclusivity of goods will only have seasonal validity and will be limited to the relevant State to be considered the only destination market. If, on the other hand, it is valid for multiple States, it will still have seasonal validity and must involve the charge of formation expenses by way of exclusivity right.
In accordance with and for the effects of Articles 1341 and 1342 of the Italian Civil Code, the purchaser expressly declares to accept and approve without reserve, after having carefully read them, the above provisions (or the provisions indicated in the attached order confirmation) which provide what is laid down below:
Acceptance of terms of sale of SMI contract;
Confirmation and acceptance of special terms;
Non-mandatory nature of delivery term; extension of term; waiver of damages and indemnities;
Payment of fee, interest and waiver of offsetting;
Reserve of ownership;
Defects of goods and tolerances;
Complaints for defects and deformities and deadlines for report;
Ascertainment of liability and verification laboratories;
Application of Italian law and exclusive jurisdiction of the Court of Como;
Exclusivity of goods and designs.