GENERAL TERMS OF CONTRACT
1. The parties specifically acknowledge that, upon explicit request of the Client, the contract shall be considered complete upon execution without any requirement for prior acceptance by Jeckerson S.p.A., whose exclusive obligation will be communication as per art. 1327 of the Civil Code. The Client hereby confirms he will accept execution even for a quantity of goods which is inferior to that indicated in the order. In any event Jeckerson S.p.A. shall maintain its right to communicate non acceptance of the order to the Client, within 30 days from the date of signing that order. Non acceptance or partial acceptance of the order formulated by the Client shall not give the Client any right to compensation for damages in the form of precontractual responsibility.
2. The specified terms of delivery are only to be considered indicative and may, therefore, be varied, unquestionably, by the Seller on the basis of its own production and/or distribution needs, without this leading to termination of the contract, or any rights to indemnity or compensation of any description in favour of the Client.
3. Any flaw and/or difference regarding goods under this contract whose discovery must be communicated to Jeckerson S.p.A. in writing within 15 days of receipt of the single delivery, will only give the Client, who expressly foregoes any request for damages and/or termination of contract and suspension of existing payments, the right to obtain, on the basis of unquestionable judgement of Jeckerson S.p.A, substitution or reimbursement.
4. The Seller reserves the right to suspend or cancel delivery, even partially, in the event of default or breach on behalf of the Client in payment of the price also in relation to prior deliveries and, should the Client should be in a state of insolvency.
5. Delivery of the goods to the transporter releases the Seller from all risk and responsibility associated to transport, except for delivery expenses payable by the Seller.
6. The Client expressly commits to selling the goods directly through retail and in the business establishments indicated on the relative purchase order, the goods strictly applying the price list prices imposed by the Seller. In the event of below-cost sale of goods or transfer of goods – for whatever reason and in whatever form – to third parties with businesses, the Seller may unquestionably suspend delivery of the goods contained in the order and terminate the contract by right, as per art. 1456 of the Civil Code, and, finally, subject the Client, who hereby manifests his consent, to a penalty charge equal to 20% of the overall value of the above mentioned order, except in the event of greater damages.
7. Payment must always be made to the Seller`s paying office. Should payment be made outside the established deadline, interest charges will be applied as per art. 5 D.L. nr. 231/02 and discounts agreed on the purchase of the goods shall be revoked.
8. Non payment of deliveries within the terms stipulated in the contract and specified in the order, will give the Seller the right to rescind this contract as per art. 1456 of the Civil Code.
9. The Seller does not grant any exclusive right for the products under this purchase order.
10. The Client shall not use the brand name “Jeckerson”, in any form it may be represented, in printed media, in the internet and through all other means of advertising towards third parties, unless explicitly authorised in writing by Jeckerson S.p.A., on penalty of termination of the contract as per art. 1456 of the Civil Code, in addition to compensation of damages.
11. Any disputes following sales generated by the aforestated purchase order shall be exclusive jurisdiction of the law courts of Bologna and will be subject to Italian legislation. Any issues which are not addressed in this contract shall be remanded to general urgent regulations regarding sales.
12. The Client expressly gives his consensus to Jeckerson S.p.A. to process its personal data which may be, even alternatively, collected, recorded, organised, conserved, published, including on-line or used for commercial promotion of the latter's professional activity. The data controller is Jeckerson S.p.A. in the person of its legal representative or a delegated person. Data will be processed for institutional purposes, connected or instrumental to company business. All rights as per art. 13 D.L. 196/2003 will be fully applied and recognised to the Client.
Signature of the Client for acceptance of the purchase order, in delivery terms, terms of payment and the general terms of purchase as stated above.
In application of art. 1341 and successive articles of the Civil Code, the Client acknowledges his express approval of the above points: 1 (finalisation of the contract); 2 (terms of delivery); 3 (returned goods); 4 (Client non-compliance); 6 (obligation of sales and penalty); 7 (payment and default interest); 8 (point of express resolution); 10 (use of brand name); 11 (exclusive court of law and legislation).
Signature of the Client as specific acceptance of the above mentioned points.