||IT IS AGREED AS FOLLOWS
1 Characteristics of the Products - Modifications
1.1 Any information or data relating to technical features and/or specifications of the Products contained in dépliants, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the Contract.
1.2 The Seller may make any change to the Products which appear to be necessary or suitable.
2 Terms of delivery
2.1 If the Seller expects that he will be unable to deliver the Products at the date agreed for delivery, he must inform the Buyer within the shortest delay, of such occurrence. It is agreed that if a delay for which the Seller is responsible lasts more than 6 weeks, the Buyer will be entitled to terminate the Contract with reference to the Products the delivery of which is delayed, by giving a 10 days' notice, to be communicated in writing (also by telefax) to the Seller.
2.2 Any delay caused by force majeure (as defined in art. 9) or by acts or omissions of the Buyer (e.g. the lack of indications which are necessary for the supply of the Products), shall not be considered as a delay for which the Seller is responsible.
2.3 In case of delay in delivery for which the Seller is responsible, the Buyer may request, after having summoned in writing the the Seller, a compensation for the damages actually suffered, within the maximum amount of 5% of the price of the Products the delivery of which has been delayed.
2.4 Except in case of fraud or gross negligence, the payment of the amounts indicated in art. 2.3 excludes any further compensation for damages arising out of non-delivery or delayed delivery of the Products.
3 Delivery and shipment - Complaints
3.1 Except as otherwise agreed, the supply of the goods will be Ex Works, even if it is agreed that the Seller will take care, in whole or in part, of the shipment.
3.2 In any case, whatever the delivery term agreed between the parties, the risks will pass to the Buyer, at the latest, on delivery of the goods to the first carrier.
3.3 Any reference made to trade terms (such as EXW, IP, etc.) is deemed to be made to Incoterms published by the International Chamber of Commerce and current at the date of conclusion of this contract
3.4 It is agreed that any complaints or objections do not entitle the Buyer to suspend or to delay payment of the Products as well as payment of any other supplies.
Unless otherwise agreed, prices are to be considered Ex Works, for Products packed according to the usages of the trade with respect to the agreed transport means. It is agreed that any other cost or charge shall be for the account of the Buyer.
5 Payment conditions
5.1 If the parties have agreed on payment on open account, payment must be made, unless specified otherwise, within 30 days from the date of invoice, by bank transfer. Payment is deemed to be made when the respective sum is at the Seller's disposal at its bank in Italy. If it is agreed that payment must be backed by a bank guarantee, the Buyer must put at the Seller's disposal, at least 30 days before the date of delivery, a first demand bank guarantee, issued in accordance with the ICC Uniform Rules for Demand Guarantees by a primary Italian bank and payable against on simple declaration by the Seller that he has not received payment within the agreed term.
5.2 If the parties have agreed on payment in advance, without further indication, it will be assumed that such advance payment refers to the full price. Unless otherwise agreed, the advance payment must be credited to the Seller's account at least 30 days before the agreed date of delivery.
5.3 If the parties have agreed on payment by documentary credit, the Buyer must, unless otherwise agreed, take the necessary steps in order to have an irrevocable documentary credit, to be issued in accordance with the ICC Uniform Customs and Practice for Documentary Credits (Publication n. 500), notified to the Seller at least 30 days before the agreed date of delivery. Unless otherwise agreed, the documentary credit shall be confirmed by an Italian bank agreeable to the Seller and will be payable for sight.
5.4 If the parties have agreed on payment against documents (documentary collection) payment will be, unless otherwise agreed, Documents Against Payment.
5.5 Unless otherwise agreed, any expenses or bank commissions due with respect to the payment shall be for the Buyer's account.
6 Defective goods – Notification and ascertainment
The Client is required to examine, verify and inspect carefully all goods delivered. Any flaw and/or defect and/or lack of promised quality in regard of goods must be notified by the Client, on pain of expiry, within 8 days from the receipt of such goods when the flaw and/or defect is evident; or within 8 days from the acknowledgment when it is concealed and/or realized only at the moment of the use of the delivered product. In all cases, the ultimate term expires 2 (two) months after the receipt of goods. The notification must be sent by means of written communication to Chartularia srl. Such notification shall contain a detailed description of the nature and extent of the flaw and/or defect in question as well as the product identification label and a copy of the transport document or the invoice. Notifications not accompanied by the required information indicated above may not be accepted as valid and inasmuch shall not postpone the expiry term also defined above. The Client shall store such goods delivered at the disposition of the Supplier to permit all necessary ascertainments. On receipt of due notification ,Chartularia srl undertakes to perform, as soon as possible ,technical and quality controls. The outcome of such analysis will be notified in timely fashion to the Client in writing. If the conclusions of such verification proceedings are contested by the Client, the parties hereby agree that further verification shall be referred exclusively and definitively to: Experimental Centre for cellulose, paper and vegetal-synthetic textile fibers. The outcome of the ascertainment performed by this Institute shall be binding for the parties as regards the existence of the claimed flaw and its attribution to the Supplier or to the Client.
7 Limitation of responsibility
In the event of a flaw acknowledged by Chartularia srl or ascertained by the Milan Experimental Centre for cellulose, paper and vegetal-synthetic textile fibres, the Supplier shall be exclusively required to replace the goods. In any case, Chartularia srl shall be exclusively responsible within the limits of the value of the goods supplied and ascertained as defective. Furthermore, the supplier gives no guarantee on the suitability of the paper sold with the specific use the buyer intends to make of it. It is up to the buyer testing and verifying the relevant suitability before buying the goods and on receipt of them he is only requested to check whether they match with the ordered ones.
8 Retention of title
It is agreed that, the Products delivered remain the Seller's property until complete payment is received by the Seller.
9 Weights and measures
Weights may be expressed as number of sheets, number of reams, etc. and quantities in kg/tonnes. The relationship between them is the outcome of a mathematical calculation (theoretical weight).
10 Common practice
Any aspects eventually not envisaged in these General Sales Conditions shall be referred to the common practice of the Paper Industry and Commerce Institute of Milan and the General sales conditions for the European Paper and Cartonboard Producers (CEPAC).
11 Jurisdiction and competence
For any and every controversy concerning the interpretation, application and execution of this contract, the parties shall refer to Italian Jurisdiction and the exclusive competence of the Courts of BARI; inasmuch, the parties hereby agree to exclude to the alternative Forums envisaged in Articles 18, 19 and 20 of the Italian Civil Code.
These General Sales Conditions may be translated as required into other languages. The Italian version, in any case, shall prevail in the event of any and every controversy.