- The present General Conditions shall apply to all sales contracts between GALASSI SEMENTI SRL (the “Vendor”) and the purchasers of the products sold by this latter (the “Products”).
- The final quantities of Products which the Vendor undertakes to delivery are set forth in the pro forma invoice. The delivery terms are to be intended as indicative only. Unless otherwise agreed in writing, the delivery of the Products shall be Ex Works Vendor’s head office (Incoterms ICC current edition).
- Title to the Products shall pass to the purchaser only after full payment of the purchase price has been made. In the event of late payment, the Vendor shall have the right, without any formality, to repossess the Products covered by this retention of title clause, wherever they are, save for the right to compensation of damages.
- In the event of late payment, interest on late payments shall apply. In the event of agreed payment by installments, in the event of late payment of even one installment rate, the purchaser shall automatically lose its rights and the residual purchase price shall be immediately enforceable. In no event shall the purchaser suspend or delay payment for the price of the Products, nor make any claims before having paid the entire price of the supply.
- In the event of modification in the monetary liquidity and/or solvency capability of the purchaser, the Vendor shall be entitled to cancel the supply in its entirety or part of it, without notice and expressly reserves its right to claim compensation for any possible damages.
- The Vendor represents and warrants the quality of the Products within the tolerance of usage, with the exception of defects due to transportation, improper use or inadequate maintenance of the Products and/or in the event the Purchaser and/or any third party have opened the packaging and managed the Products. The purchaser shall verify the Products upon delivery. No complaint shall be accepted in case of irregular packaging. In case of timely complaint, the Vendor’s liability shall in no event exceed the amount of the price paid for the claimed supply. Each complaint shall be forwarded to the Vendor in writing at the following binding terms:
- within 8 days from the date of arrival in the case of quantity defects;
- within 12 days from the date of arrival in the case of patent quality defects;
- within 45 days from the date of arrival in the case of latent quality defects.
- The purchaser shall use the Vendor’s trademarks exclusively for identifying and advertising the Products. The Vendor’s trademarks may not appear within the purchaser’s company name and/or in any other signs used by the purchaser in whole or in combination with any other names, words, or signs.
- These Conditions and all the contracts of sale to which GALASSI SEMENTI SRL is a party shall be exclusively governed by the laws of Italy excluding the application of the 1980 Vienna Convention for the international sale of goods. Any and all disputes arising out of or relating to the sale of the Products shall be settled exclusively by the courts of Forlì (Italy), excluding any different court having jurisdiction over the purchaser.
In accordance with article 1341 of the Italian Civil Code, the Purchaser hereby expressly accepts and approves the following articles:
3. Reservation of title; 4. No right to suspend payments; 5. Right to cancel the delivery; 6. Warranty clause; 8. Applicable law – jurisdiction.