GENERAL SALES CONDITIONS

1) ORDERS – The orders sent from the buyer to F. TOFFOLI SPA (“F.TOFFOLI”) and the contracts closed by  our agents and sale representatives will be considered valid only if confirmed in writing by F. TOFFOLI. The contract will be considered closed with the sending of the writing confirmation (order confirmation) from F. TOFFOLI to the buyer, via e-mail or fax.

Any cancellations, changes or objections to the order confirmation must be communicated in written form within 2 days after receiving it. In absence of communication from the buyer, the order confirmation is consider irrevocably accepted in every part. In case of unpaid, F. TOFFOLI reserves the right to block the shipment. In case of cancellation or modification of special products, not present in the price list and made on request, F. TOFFOLI reserves the right to request compensation for any resulting damage. In the event that the buyer has been confirmed an order with advance payment and the same does not provide for the payment within 30 calendar days from the date of preparation of the goods (according to the date shown on the order confirmation), F. TOFFOLI will consider the order cancelled and, in the presence of special products, F TOFFOLI reserves the right to claim compensation for any resulting damage.

2) PRICES – The prices indicated in the contract or in the offer are based on the actual costs of production.

These prices will therefore be subject of revision for each justified increase which may affect various factors constituting the production costs themselves. The products are sold according to the price list in effect at the time of issuance of orders. The prices don’t include the installation costs and the VAT and they are to be implied ex-works our factory in Cordignano, unless otherwise agreed.

3) TRANSPORT – The transport is not included in the sale price and the prices are considered ex-works our factory in Cordignano, unless otherwise agreed. If the buyer asks to F. TOFFOLI for the transport from the factory in Cordignano to a destination indicated by him, the arranging costs of the transport will be charged to the buyer in a regular invoice . The goods travel at the risk of the recipient even when, notwithstanding the specified conditions, prices are set free at destination. The buyer undertakes to refund F. TOFFOLI  for any additional expense supported for shipments or movements caused by a failure of the buyer to comply with the agreements made for date, time and place of delivery. In the event that F. TOFFOLI incurs in costs or penalties by the courier due to buyer’s negligence (for example: goods in storage due to the absence of the buyer at the time of delivery), these costs will be charged to the buyer, to whom F. TOFFOLI will issue a regular invoice.

4) ACCEPTANCE OF THE GOODS – F. TOFFOLI has fulfilled its obligations after having placed the goods in the hands of a shipper or a courier indicated by the buyer or by a mutual agreement between the buyer and F. TOFFOLI. Therefore the remittance of the goods to the courier or to the shipper by F. TOFFOLI will constitute the acceptance of the goods for the buyer. In case that the organization and the management of the transport is referred to F. TOFFOLI, the buyer must comply with these instructions (the penalty of not respecting the instructions is the forfeiture of any right of recourse against F. TOFFOLI for any damage caused to the goods during transport or, in any case, after the delivery of the goods to the courier or the shipper indicated): a) verify that the real quantity of delivered packages corresponds to what is indicated in the transport document; b) check the condition of the package and, if it is not intact (for example the cardboard is broken, cut or rigged, the base is damaged, the package shows rigged adhesive tape or with the shipper’s logo), put the word “I AGREE WITH RESERVE FOR DAMAGED PACKAGING” in the document issued by the courier and specify the type of damage with a brief written description. In the event that the buyer notifies to the courier a damage due to transport, it is obligatory to make it in writing also to F. TOFFOLI, within 5 calendar days. F. TOFFOLI will not consider complaints received after this deadline, and it will not even consider reports to the transporter that do not comply with the abovementioned instructions.

5) PACKAGING – The buyer that requires a packaging different from what was foreseen and / or agreed, grants F. TOFFOLI the reserve to evaluate its feasibility and to count the additional costs. Once the packaging has been confirmed, the buyer accepts irrevocably and in full the charge of the additional costs calculated by F. TOFFOLI.

6) RETENTION OF OWNERSHIP – The goods are always considered sold with retention of ownership (ex. Art. 1523 and following c.c.) until the payment of the total amount indicated in the order confirmation. Discounts or deductions are not admitted, if not previously agreed.

7) INSTALLATION AND USE – F. TOFFOLI does not assume any responsibility for complaints related to: not expected use of the product, manipulation of the product, use and installation with equipment for which the product has not been designed  or incorrect installation.

8) COMPLAINTS – After 8 days from receipt of the goods, complaints will not be accepted.

Within 20 days of the complaint, the buyer must provide the following information, failing which the complaint could not be accepted: Article reference; Article description ; Non-compliant quantity (pcs); Production reference (No. of delivery bill + date of delivery bill); Description of non-compliance; Non-compliant detail photo;

The accepted complaint will be managed by mutual agreement with the customer and in case of return, see point 12.

9) DELIVERY TERMS – The order confirmation contain the date of readiness of the good in our factory in Cordignano. The delivery terms are approximate and not binding, although established with the greatest possible care, and they can protract in case of various kinds of impediments, that F. TOFFOLI was not able to predict at the time of the issue of the order confirmation. Therefore, the buyer exempts F. TOFFOLI from any and all liability for damages resulting from delay in the delivery of the goods.

10) MAJOR FORCE – If F. TOFFOLI is unable to comply with the contract due to force majeure or other causes that are independent of itself, the deadlines for the execution of the supply are automatically extended for a period equivalent to the continuation of the effects of these causes. If the persist for more than six months, both of the parts can ask for the resolution of the contract and, in this case, F. TOFFOLI returns to the buyer any advances paid, with the exclusion of any and every further responsibility in its charge.

11) PAYMENTS – The buyer irrevocably accepts the payment conditions indicated in the order confirmation when he accepts the order itself (see point 1). In case of payment by bank transfer, the customer assumes all the transaction costs applied by the banks involved in the operation. If F. TOFFOLI receives a lesser amount than the agreed one (indicated in the order confirmation or in the invoice), the customer will be charged with an outstanding payment, which must be settled as soon as possible in order to avoid default interest. If F. TOFFOLI receives a higher amount than the agreed one, the difference will be reversed from the amount due for the next order. The payments received after the agreed deadline will automatically charge with the default interests, with reference to the ECB essay, increased by eight percentage points, unless otherwise agreed between the parties (D. Lgs. 231/2002, D. Lgs. 192/2012 and the subsequent changes). Moreover, the buyer accepts the charge by F. TOFFOLI of collection fees, stamped values and any legal fees and accessory charges related to the credit recovery. The late payment authorizes F. TOFFOLI to suspend supplies and contacts without prior notice.

12) PRODUCTS TO BE RETURNED – The return request must be notified in writing to our sales department by complaint (see point 8). The goods travel at the risk and peril of the recipient even if the transport is free at destination. It is guaranteed that the material supplied is in line with what is required and for any hidden defects, we respond only with the replacement of what is faulty on our premises. Jurisdiction: Court of Treviso.

13) CONTAINERS – The returnable containers of the product, that has been delivered but not sold in accordance with these general conditions, are property of F. TOFFOLI and the buyer agrees to return them intact and to be charged with the shipping costs to the destination indicated by F. TOFFOLI and within the established time limit. Any deposit paid by the buyer in relation to such containers is lost in case of missed return or return not intact and / or  late return than the indicated date. In case of not required deposit, the buyer must refund F. TOFFOLI the value of containers damaged or not returned within the indicated date. F. TOFFOLI’s count and refusal to accept damaged containers will be considered permanent.

14) INTELLECTUAL PROPERTIES – The drawings, the outlines, the specifications, the technical and commercial nomenclatures, the documents, the samples, the catalogues, the brochures, the licenses and models, the brands and every technical information that F. TOFFOLI communicates or makes available to the buyer are exclusive property of F. TOFFOLI and/or of its Licenser, that can require the return of them to the buyer in every moment.

The buyer undertakes not to make any disclosure or reproduction of them and not to disclose its contents to third parties without the prior written consent of F. TOFFOLI. Furthermore, the buyer undertakes to inform F. TOFFOLI as soon as possible of any infringement of intellectual property rights belonging or licensed to the latter, of which he has come to know and will provide at the request of F. TOFFOLI all assistance that it needs to defend its rights.

15) COSTS OF EQUIPMENT CONSTRUCTION – F. TOFFOLI requires that the buyer participate in the support of the costs for the construction of equipment suitable for the realization of the requested product (s). In the event that a total cost to be paid from the buyer is agreed, the equipment must have an “asset management”. For logistical reasons, unless otherwise agreed between the parties, such equipment will be divested after seven years of inactivity.

16) COMPENSATION PROHIBITION – The compensation of commercial debts and credits is forbidden as per Art. 2423-ter c.c.

17) APPLICABLE LAW AND JURISDICTION – The contract is governed by Italian law. For any dispute between the parties, the court of Treviso has exclusive jurisdiction.