FOURTH PART OF THE PISCINE
11Pages

LUNIKALI HKUVIblUNb ARTICLE 1 - CONTRACT PROVISIONS 1.1 The prsent gnerai conditions, exception made for any written d骩rogation, shall regulate ail prsent and future contracts of sale between the parties. Any gnerai conditions of the purchaser shall not apply to any relationship between the parties if not expressly accepted in writing. Nevertneless, in this case, exception made for any written d骩rogation, the gnerai conditions of the purchaser shall not prjudice the efficacy of the prꩩsent gnerai conditions and shall have to be coordinated there-witn. 1 .2 The rfꩩrence that may be made to commercial terms (Ex Factory, FOB, CIF, ect.) is understood to be made to the Incoterms of the International Chamber of Commerce in the text in force at the moment of entering the contract. 1 .3 Ail contracts of sale between the parties as well as the prsent gnerai conditions, shall be governed by the Italian law and in particular by the Uniform Law on international sale of goods, ratified by the Law or 21.6.1971, as well as the Uniform Law on the formation of contracts for the international sale of goods ratified on the same day. Any d骩rogation or rfrence made by the parties to sp驩cifie articles of the Italian law do not imply an exclusion of the enforcement of the Uniform Laws hereabove, to the extent of their accordance with the contractual discipline. 1 .4 The adhsion to the prsent g驪nerai conditions, as well as ail subsquent contracts and behaviour of the parties regulated hereby, if not otherwise agreed upon in writing, do not imply the granting to the purchaser of any exclusive right, the existence of any distributorship relation, commission or mandate, with or without agency, nor the granting to the purchaser of the right to use, in any form, the trade-marks or distinctive signs of the purchaser. ARTICLE 2 - EXECUTION AND OBJECT OF THE CONTRACT 2.1 No offer made by agents, reprsentatives and commercial intermediaries of the seller shall be binding on the seller if not confirmed by the seller itself. 2.2 During negotiations, the mere sending of the pr驩sent gnerai conditions shall not imply the acceptance of any offer; nevertheless the gnerai conditions substitute and cancel any gꪪnerai conditions priorly proposed by one of the parties. 2.3 The sending by the seller of a price-list or descriptive material of the product not expressly bearing the diction "offer" or an quivalent one, shall not be considered as a proposai. The diction "not binding" "if available" or similar ones inserted by the seller in an offer shall not bind the seller to the terms of the offer even in case of acceptance of said offer by the purchaser, exception made for subsquent written confirmation or conformable ex驩cution by the seller itself. The seller's offer shall be considered firm or irrvocable only if qualified as such in writing by the seller itself and if containing a validity term of the clause. 2.4 The acceptance of the contract by the purchaser, however effected, shall involve its adhsion to the pr驩sent gnerai conditions. In case the seller issues an order confirmation, even after the entering of the contract, it shall be presumed that the terms of the contract correspond to the terms of the order confirmations, excepting if the purchaser immediately communicates in writing the diffrences thereof. 2.5 The acceptance, with no expressed reserves by the purchaser, of non conformable products for type or quantity shipped at terms diffꩩrent from those contained in the purchaser's request, shall imply acceptance by the latter of both the supply and the conditions proposed by the seller. The reserves hereabove (even if formulated as spcifications or rectifications of the delivery conditions) shall have no force if not given in writing by the purchaser, immediately after receiving the merchandise. 2.6 In case the seller has applied to a factoring or crdit insurance company, the contract shall be subject to the condition of total approval by the said companies. In case said companies accept to cover the commercial risk only for a part of the order, the contract shall be reduced to the part of the order which has been covered. 2.7 Ail recordings or transcriptions requested by the state of each party or in the country of destination of the goods, in order to give full efficacy to the contracts governed by the g驪nerai conditions hereabove or to one of their clauses, shall have to be carried out by the purchaser as its own care and charge. ARTICLE 3 - SAMPLES 3.1 It is agreed that weights, dimensions, capacities, pries, performances, colours and other data contained in catalogues, prospects, circulars, advertisements, illustrations, price-lists or other illustrative seller's documents, as well as the characteristics of samples and models sent by the seller to the purchaser, shall ail constitute an approximate guide only. Thse data shall have binding value only if expressly mentioned as binding in the offer or in the written acceptance of the seller. 3.2 Unless otherwise agreed upon in writing, in case the offer or the acceptance of the purchaser refers to a sample offered Dy the seller, the latter shall be deemed committed to the characteristics of the sample only within the limits indicated in art. 3.1 3.3 In case the seller refers his supply to a sample given by the purchaser, the seller itself shall be deemed responsible - unless otherwise agreed upon in writing - for the compliance of its services (within the limits set forth in art. 3. 1.) only with the apparent characteristics of the sample. ARTICLE 4 - GUARANTEE 4.1 Save as in this g騪nerai conditions expressed and unless otherwise agreed upon in writing from time to time, the seller shall guarantee the conformity of the supplied products to what expressly agreed. The guarantee for defects shall be limited to the defects of products deriving from defects in material or manufacturing attributable to the seller and shall not be valid in absence of the purchaser's proof of its correct use, maintenance and conservation and of no modification or repair to the products without the seller's consent. 4.2 The guarantee shall have a limited duration of six months, beginning from the date of delivery and shall be subject to the regular denunciation made by the purchaser according to the following article, as well as the written request to the seller to carry out a guarantee intervention. In order to comply with the request hereabove, the seller shall be committed (at its own option), within a reasonable period of time according to the extent of the daim, alternatively: a) to supply the purchaser with products of the same kind and quantity of those proved dtective or not in compliance with the agreement, free of charge and ex factory. In this case, the seller shall have the right to demand, at the expenses of the purchaser, the return of the dtective goods, which become its own property; b) to repair, at its own expenses, the d驩tective product or modify the product not in compliance with the agreement, carrying out said opration where the products are located or in its own factory. In thse cases, ail costs relating to the transportation of the products shall be at the purchaser's charge; c) to pay compensation for damages to the purchaser by crediting the purchaser an amount equal to the cost of repairing or modifying the products in its own factory; d) to d騩clare in writing the termination of the contract, offering to ref und the price paid against the return of the supplied products. Excepting fraud or serious fault of the seller, any compensation for the damages to the purchaser shall not exceed the invoiced price of the claimed products. 4.3 The guarantee hereabove shall absorbe and substitute the lgal guarantee for defects andlack of compliance and exclude any other seller's responsibility, however originated by the supplied products; in particular, the purchaser shall have no right to put forth any orher daim for damages, rduction of the price or resolution of the contract. Upon the expiry of the guarantee, no request can be made to the seller. ARTICLE 5 - CLAIMS 5.1 The pr驩visions of the Law of 21.6.1971, mentioned in art. 1 still remaining in force: a) ail daims regarding quantity, weight, totol tare, colour, or quality defects or lack of compliance, the purchaser could notice at the moment of receiving the merchandise, shall have to be carried out by the purchaser within a short time from the moment the goods reached their destination, hawever, under penality af forfeiture, not beyond 15 days from said moment; b) ail defects or hidden lack of compliance (more precisely ail non-notable defects on the basis of the vrification demanded to the seller by law and by the paragraph hereabove) shall have to be denounced within a short time from their discovery and, however, under penalty of forfeiture, not beyond 6 months from the date of delivery. 5.2 AH daims shall be put forward by means of a registered letter addressed to the seller and shall have to indicate in dtail ail noticed defects of lack of compliance. Furthermore, they shall contain a cost estimation for repair or modification of the products on the spot, whenever possible. In absence of the requisites hereabove, no daim shall be effective. 5.3 Should the daim be found groundless, the purchaser shall have to refund the seller with ail the expenses made for ascertainment (trips, appraisals, etc.). The purchaser shall have the same duty, should the daim resuit only partially grounded, up to a percentage not higher than 30% of the daim originai驯y made. 5.4 AH daims regarding defects noticed on the pices of a supply do not invalidate the supply itself; however, they are limited to those pices which turned out to be d訩tective. 5.5 Any pices acknowledged as failing to comply with the terms of supply are taken back and replaced with an equal number of regular pices. The liabilities of the seller are thus full filled. He does not have to shoulder any more burdens, since the seller is not bound to pay compensation for any dired or indired damages occurred to the purchaser in usin訩 or not usine the dtective material. 5.6 No complaints are acceptecTon materials of 2nd and 3rd sorting grades as well as of occasional lots regarding sizes, diffrences in shade and light surface defects, which can be more marked in the 3rd sorting grade, however within the limits of the international rules concerning this matter. ARTICLE 6 - MANUFACTURERA RESPONSIBILITY 6.1 Being stated that, as far as the charaderistics of the products are concerned, the seller shall follow the laws and technical rules in force in Italy, the purchaser shall assume the whole risk of any diff驩rence between the Italian provisions and the provisions of the country of destination of the products, holding the seller harmless. 6.2 The seller shall be responsible for damages to both persons and properties caused by the products sold only if its serious ngligence in manufaduring the products hereabove is proved; in no case shall the seller be deemed responsible for indirect or consequential damages, loss of production or lack of profit. 6.3 Exception made for the provisions hereabove, the purchaser shall hold the seller harmless in case of third parties' adions based on responsibilities originated by the products sold to the purchaser and shall pay compensation for the damages resulting from such adions. The seller shall have the right to involve the purchaser who, for its part, shall take ail necessary steps to intervene, in any lgal action brought by third parties in connection with the products hereabove. 6.4 The firing process at 1220° C makes its possible to achieve positive qualifies such as mecrianical strength and r驩sistance to chemical attack, but it also causes invitable though light diffrences in size and colour shades. The purchaser shall therefore allow and accept diff驩rences in size, if any, in comparison with the normal size shown on the packings, of ± 3 mm. for extruded materials (EN 121 and 186 rules,former DIN 18166 rules) and ± 2%, with a maximum of 5 mm., for pressed material (EN 176, 177 and 178 rules, former DIN 18155 rules). Thse dimensional diffrences, with regard to the nominal size stated.are completely unrelated with size and flatness tol詩rances among the pices of one lot, which the purchaser can not dclare to ignore and for which r詩frence is made to the above mentioned rules. Due to diffrences in chromatic shades, the colours of the samples shall be regarded as merely indicative, so as light diff驩rences, if any, in the colour shade among the pices of one lot shall be accepted by the purchaser, provided that they do not thoroughly change the gnerai look af the tiled surface. 6.5 Information of the choice of qua誏ties and sizes, as well as technical remarks about material fixing and opϩration of the plants where the products are to be used, though accounting for the best of our knowledge, are always supplied without any responsibility. 6.6 AH technical data supplied account for approximate but reliable averages, subject to the usual tolrances provided for by the international rules. ARTICLE 7 - DELIVERY 7.1 If not otherwise agreed upon in writing, any sale shall be deemed to be Ex Fadory even if expressly agreed upon that the shipment (or part of it) shall be effected by the seller. In this case, the latter shall act as mandatory of the purchaser, being agreed that the transportation shall be done at the risk and charge of the purchaser.