TERMS AND CONDITIONS
GENERAL CONDITIONS OF SUPPLY OF FURNISHINGS AND FURNITURE
1) CONTRACT CLOSURE
The contract between the parties shall be considered closed upon the signing of the order or the written communication regarding acceptance of the estimate by the client. Each offer or estimate from the supplier shall be valid for one month from its communication, and may be accompanied by additional specs and drawings to be signed and samples to be approved, in order to better define the goods to be made.
Any requests for variation and/or addition of the commissioned goods must be approved by the supplier, after feasibility assessments, and may be refused at their discretion without any consequence for the contractual part that had already been agreed upon.
3) CHARACTERISTICS OF THE GOODS
With the closing of the contract, the client declares to have read the aesthetic, technical and functional characteristics of the goods being supplied. In the event of supplies made on the basis of samples or models, even only with regard to the materials used, the client hereby states that he/she is aware that in natural products such as wood, leather, thick leather, marble, etc., slight differences or colour differences are tolerated with respect to the sample, accepting them when present in the goods supplied.
The parties agree that the sample will have a merely indicative and approximate effect regarding the quality of the goods, excluding any terminating effect of the contract for any discrepancies pursuant to Article 1522, first paragraph, of the Italian Civil Code.
4) MEASUREMENTS AND SIZING
The client is required to provide the measurements of the premises where the goods are to be delivered, or they shall allow the supplier to take such measurements. Any changes to the measurements subsequent to their survey must be immediately communicated to the supplier by the client, and may result in changes to the goods only if not yet in the production phase. The client is responsible in the event that he/she has incorrectly carried out the aforesaid measurements, or if he/she has not verified the measures possibly subject to their approval, or he/she has improperly indicated the placement of goods and products.
5) ASSEMBLY AND INSTALLATION
Unless otherwise agreed upon, the assembly of the goods includes solely the assembly of the individual parts, with the exclusion of any connections and/or hydraulic, electrical, masonry work, or anything else required to make the goods function, or the assembly together with other goods or parts not supplied by the supplier herein. The installation will be performed by the latter, only if provided for in the contract. In this case, the client, before the delivery of the goods, must allow the supplier access to the premises of destination to verify the feasibility, and by the delivery date will have to remove any impediments or problems that may make it difficult or impossible to carry out installation, guaranteeing the availability of every service necessary for operations, such as lighting and electricity.
Unless otherwise specified, consideration and payment for the supply is understood in Euro and does not include VAT. It is subject to any changes in the tax rates that occurred after the date of signing the contract, which will in any case be promptly communicated to the client by the supplier of goods.
7) CONFIRMATORY DEPOSIT AND DOWN PAYMENT
At the time of closing of the contract, unless advance payment of the full price has been carried out, the buyer must pay to the supplier a confirmatory deposit to the extent freely agreed upon between the parties, and in the absence of a fixed amount, this amount will be equal to 50% of the value of the supply.
The delivery date of the sold goods, unless agreed upon at the time of signing the contract, will be indicated within a reasonable time by the supplier’s delivery office. Holidays and non-banking days, as well as the month of August and the two weeks of the Christmas period, are excluded from the company’s calculation of delivery times.
Unless otherwise agreed upon in the contract, the transport costs will be charged to the client. At any time, the client has the right to obtain information on the progress of the contract. Furthermore, the client shall communicate and, if possible, remove, any impediments or problems that may make it difficult or impossible for the goods to be delivered, if this is to be performed by the supplier. Any variations regarding the delivery terms must be requested in writing, and shall be subject to free acceptance by the supplier.
In the event that the client delays or refuses the delivery of the goods unjustifiably, they shall still be required to pay the fee according to the terms and conditions of the contract, excluding transport, assembly and installation costs. In addition, the client shall bear the costs of storage and insurance of the goods, if the delay exceeds the month. In the event of a delay of more than 3 months, the client shall bear the burden of storage with third parties, without prejudice to the right of the supplier to dispose of the goods without any consequence or responsibility, and without prejudice to the right to payment of the fee in the latter’s favour.
The client hereby declares that any impediments related to the Covid-19 pandemic or other health emergency shall merely be defined as the cause of the temporary impossibility of performance, which shall not lead to the non-fulfilment of their interest in obtaining the supply. Consequently, the contract herein shall remain in force even in the event of delays or impediments – in production and/or delivery of the goods hereto – determined or caused by provisions of the Public Authorities or by any other cause of Force Majeure, until the resolution of the problem, without any charge to the supplier. For the same reason, the confirmatory deposit/down payment, or any other amount paid in performance of the contract, will be retained.
10) PAYMENT TERMS
The payment of the fees shall take place according to the payment conditions indicated in the order/contract, deducting the sums already paid as a confirmatory deposit and/or down payment. In the absence of specifications in the contract, the aforementioned terms of payment shall be 50% at the closing of the contract (valid as a confirmatory deposit), 50% at the time the goods are loaded before delivery. Failure to pay even one of the aforementioned and agreed instalments shall authorize the supplier to suspend delivery of the goods, until the client has fulfilled the aforementioned payments.
The sale shall be understood as completed subject to retention of title in favour of the supplier in accordance with Article 1523 and successive laws of the Italian civil code, and the client shall acquire ownership and title of the goods only upon full payment of the agreed price.
11) DEFECTS AND FAULTS
Upon delivery, the client shall immediately check the goods received and declare within 15 days of receipt if there are any discrepancies, defects and/or apparent faults, understood as such as those reportable with normal diligence. In the absence of the aforementioned statement, the goods shall be considered unconditionally accepted, with forfeiture of any guarantee. The warranty for defects and faults is expressly limited to the right to obtain the elimination of defects or the replacement of the goods, with the exclusion of any other form of compensation and/or indemnity, for any reason.
12) INTELLECTUAL PROPERTY
All information provided under the sales contract herein, including – by way of example but not limited to – projects, shop drawings (final drawings), graphic and digital representations, tables, models, product samples, deeds, documents, data, analyses, reports, studies , documents, evaluations, industrial secrets, know-how relating to the technology and production processes used, constitute the exclusive intellectual property of Arnaboldi Interiors S.r.l. and shall be regarded as private and confidential.
Consequently, the Client shall protect the information provided by Arnaboldi Interiors S.r.l. with the greatest possible diligence and care, while also applying all the measures that will be indicated for their protection and safeguarding. Specifically, the Client shall not communicate, publish and/or disclose in any way to third parties the content of the intellectual property of Arnaboldi Interiors Srl, imposing the same obligation on its employees, collaborators and consultants. Moreover, the Client shall avoid any use that is in contrast with the existing commercial and business relationship, including – by way of example but not limited to – obtaining, manufacturing, marketing, distributing or selling, either directly or indirectly through third parties or subsidiaries and/or subsidiary companies, products that represent execution or servile imitation of the Intellectual Property of Arnaboldi Interiors S.r.l.
Should the Client default on the obligations indicated above, the Client will be held responsible for serious breach with the application of a penalty, which the Client hereby declares to consider fair, quantified in € 10,000.00, in addition to the agreed contractual consideration, and without prejudice to greater damage to be paid to Arnaboldi Interiors S.r.l.
13) PROTECTION OF PERSONAL DATA AND INFORMATION
The Client hereby states to have received specific information regarding privacy pursuant to Article 13 of Legislative Decree No. 196/2003 and articles 13-14 of the EU Regulation No. 679/2016, in accordance with the information published on the internet page www.arnaboldiinteriors.it. By signing the contract, the client therefore accepts the processing of personal data provided in accordance with the aforementioned information, and confirms that he/she is aware of the rights and the faculty inherent thereto.
14) PROPER LAW AND PLACE OF JURISDICTION
The law applicable to the contract and to the obligations arising from the contract shall be the Italian one, and in particular laws concerning the contract, to which full and exclusive referral is hereby made for all aspects that are not expressly agreed upon. For any dispute that may arise regarding the interpretation and/or performance of the contract herein, the parties recognize the Italian jurisdiction, as well as the expressly exclusive territorial jurisdiction of the Court of Como, Italy, as applicable.