The foregoing general conditions of sale, except for any exceptions specifically agreed in writing, shall regulate all the present and future sale transactions between the parties.
Orders taken either by agents or representatives of Roncato Valigeria S.p.A.’s or anyhow received by Roncato Valigeria S.p.A., are not binding until they are entirely accepted in writing, including by fax, or by means of performance by Roncato Valigeria S.p.A.
Modifications, if any, to an order made by the Client when accepting the order require approval, in writing, including by fax, or by means of performance of the modification by Roncato Valigeria S.p.A. Roncato Valigeria S.p.A. retains the right to cancel the order in any case, due to objective impossibility; it will not be able to supply to the Client, partially or totally, the goods ordered.
Prices and payment conditions
The Client undertakes to pay for the goods ordered in accordance with the terms agreed by Roncato Valigeria S.p.A. and indicated in the invoice. In case of any failure to pay, Roncato Valigeria S.p.A. may terminate the sales transaction without any notice in accordance with art. 8 of these conditions of sale. The failure to observe the conditions of payment described herein above shall give raise, without the need of placing the Client in default, to the immediate accrual of interest on any delayed payment. Such interest shall be charged to the Client in an amount equal to the prime rate ABI plus 5 points. Roncato Valigeria S.p.A. shall however have the additional right to pursue legal action to recover any further damages. The Client’s failure to observe the terms of payment of even one single supply shall mean that all outstanding payments between the parties shall become immediately due.
Retention of title and ownership
Goods delivered to the Client remain the property of Roncato Valigeria S.p.A. until payment is received in full. The Client who intends to resell the goods must perform the pertinent activity and carry out the obligations necessary, according to local laws, in order to make objectionable as against third parties the retention of title in favor of Roncato Valigeria S.p.A. In any case, the risk of loss or deterioration of the goods shall be borne by the Client upon their delivery.
Delivery and transportation
Any delivery dates indicated are to be considered as being purely indicative. In no event shall delay in delivery justify either any claim of damages or cancellation of an order. Unless otherwise agreed, the sale is intended to be made Ex Works (Incoterms 1990) Campodarsego, Via Pioga n. 91, 35011, Padova. Any assistance performed by Roncato Valigeria S.p.A. in the delivery will be done exclusively on the Client’s behalf and at the Client’s risk. It is understood that the Client shall bear all costs and risks for said delivery and that the Ex Works (Incoterms 1990) regulations shall, in any case, be applicable.
Roncato Valigeria S.p.A. shall delivery to the Client goods that are in conformity with the laws of Italy. The Client verifies that the goods are in compliance with the Laws of the Country in which it operates and shall promptly, and anyhow, before the delivery of the goods,
inform Roncato Valigeria S.p.A., of any appropriate modifications.
Should any claims arise for nonconformity in the delivered goods or for any other claimed breaches in the performance of the order said claims must be received by Roncato Valigeria S.p.A. within eight days from delivery.
Immediate termination clause
The sale transactions, regulated by the present general conditions of sale, may be terminated for just cause and without any prior notice by a declaration to be communicated to the other party by registered mail or by courier, io each case effective from the date of its delivery,
when the following events occur:
a) Initiation of a bankruptcy proceeding against one of the contracting parties;
b) one of a bankruptcy parties acquires an interest or any shareholding, both direct and indirect, or begins an agency and/or distribution relationship with companies and/or entities in competition with the other party, or
c) the Client does not promptly fulfil its payment obligations according to the terms and the conditions set forth by par. 3.
Applicable law and competent court
Contracts which the present General Conditions of Sale apply to, are governed by the Italian Laws and the United Nations Convention on the International Sales of Goods (Vienna Convention, 1980), unless otherwise stated in the General Conditions of Sale. Any disputes shall be submitted exclusively, to the Court of Padova; provided, however, that Roncato Valigeria S.p.A. retain the right to sue the Client before any other court having jurisdiction over the Client.
The partial or total invalidity of one of these General Conditions of Sale clauses shall not result in the invalidity of the entire clause or of the entire General Conditions of Sale. Any communication and/or sales order to Roncato Valigeria S.p.A., are considered to be duly made when addressed to: Roncato Valigeria S.p.A., Via Pioga, 91 - 35011 Campodarsego (Padova) and on the date of their delivery.
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