1. DEFINITIONS

“Seller” means Eurostick S.p.A.
“Buyer” means the legal entity that sends a Purchase Order to the Seller (the Buyer is also referred to as “Party”).
“Purchase Order” means the purchase order sent by the Buyer to the Seller.
“Parties” means the Seller and the Buyer jointly.
“Warranty Period” means, unless otherwise specified in writing by the Parties, the warranty period beginning on the date of delivery of the Products to the Buyer and ending 12 months after the same date.
“Products” means the Seller’s products specified in the Purchase Order accepted by the Seller.

2. FIELD OF APPLICATION

These General Terms and Conditions of Sale (the “GTCS”) are the only conditions governing the sale of the Products by the Seller to the Buyer on the basis of Purchase Orders issued by the Buyer.
The Purchase Order issued by the Buyer constitutes a binding and irrevocable purchase proposal of the related Products on the basis of these GTCS.
The Purchase Order is accepted only when the Seller issues the written acceptance of the same (the “Order Confirmation”) within 5 calendar days of the receipt of the Order or, in the absence of the Seller’s Order Confirmation, when the Products are delivered to the Buyer.
Sending the Purchase Order to the Seller constitutes acceptance of these GTCS by the Buyer.
These GTCS shall always prevail over the Buyer’s General Terms and Conditions of Purchase, regardless of when the Buyer’s Purchase Order or the General Conditions of Purchase have been sent to the Seller.
The execution of the Purchase Order by the Seller and/or the issue of the Order Confirmation by the Seller do not constitute in any case acceptance by the Seller of the Buyer’s General Conditions of Purchase and do not involve any change to the present GTCS.
In the event that the Parties have concluded in writing an additional contract for the sale of the same Products, this contract shall prevail over these GTCS.

3. APPLICABLE LAW

The contract of sale between the Seller and the Buyer is governed by the United Nations Convention for the International Sale of Goods (Vienna 1980) and, for matters not covered by that Convention, by Italian law.

4. DELIVERY TERMS

Any agreed term (such as EXW, CIP etc.) is deemed to be made to the Incoterms® of the International Chamber of Commerce, as in force at the date of conclusion of this contract.
The delivery date is indicated by the Seller in the Order Confirmation.
In the event of a change to the initial order, the agreed new delivery date shall be deemed to be the only valid date.
Any delay due to force majeure (e.g. epidemic, pandemic, war, fire, strike, embargo, etc.) or to acts and omissions of the Buyer shall not be considered attributable to the seller.

5. SAMPLE ROLL

Sales to the Customer are carried out on “sample type”, taking as sample reference sample cuts and/or sample rolls. On this type of sample, the Buyer will carry out all the necessary tests to verify the suitability according to the intended use.
The Buyer must inform the Seller in advance of any coordination of fabrics/designs/colours that differ according to weight and/or composition.

6. TECHNICAL DATA SHEET

For fabrics included in an order forecast, the technical data sheet will be provided, if requested by the customer.
Further elements, definable through further tests, which are analysis and not included in the technical data sheet, if requested by the Buyer, will be supplied with the charge of the expenses incurred for the related analysis.

7. PAYMENT CONDITIONS

The payment conditions are those agreed between the parties and are indicated on each order confirmation.
Unless otherwise agreed, any bank charges or fees due related with the payment shall be borne by the Buyer.

8. CANCELLATION OF THE ORDER

The Buyer’s request for the cancellation of the Order will be assessed by the Seller according to the progress of the processing and the possibility of relocating the fabric in question.
In case of cancellations of exclusive orders, the costs incurred for the realization of the product (designs, panels, cylinders and systems for jacquard designs) will be charged to the Buyer.

9. CONFORMITY OF THE GOODS

The liability of the Seller is limited to the goods in their original state, which have not undergone further processing, and in any case the possible compensation for damages to the seller cannot exceed the value of the goods.
Any complaint for visible defects must be communicated to the Seller in writing within 10 working days from receipt of the goods.

10. COMPLAINTS

The Seller undertakes to remedy any defects, lack of quality or non-conformity of the Products for which he is liable, occurring within 12 months from the delivery of the Products, provided such defects have been timely notified in accordance with art. 9.
Any complaints concerning any defects which cannot be detected by thorough inspection upon receipt (the so-called hidden defects) shall be submitted in writing to the Seller within and no later than 7 days of the detection of the defect and, in any case, within 12 months from receipt of the goods.

11. RETENTION OF TITLE

It is agreed that the products delivered remain the Seller’s property until complete payment is received by the Seller.

12. FORCE MAJEURE

The Seller shall have the right to suspend performance of his contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his control, such as strikes, boycotts, lock-outs, fires, war (either declared or not), civil war, riots and revolution, requisition, embargo, energy black-out, delay in delivery of components or raw materials, pandemic, epidemic, act of public authority, quarantine restrictions, extreme natural event.
The unpredictability of such events is not excluded by the fact that at the date of conclusion of this contract, the events already exist, or are known or knowable by the parties, if, at the date of conclusion of this contract, they are not such as to cause the impossibility or excessive burden of the service.
The Seller shall promptly notify the Buyer in writing of the occurrence and termination of force majeure circumstances.

13. DISPUTES

All disputes arising in connection with this contract will be resolved by arbitration in accordance with the Rules of the Bergamo Arbitration Chamber.
The arbitration body shall be composed of a sole arbitrator appointed in accordance with the Rules of the Bergamo Arbitration Chamber.
The sole arbitrator will decide according to the law. The arbitration shall take place in Bergamo and will be held in Italian.

14. FINAL CLAUSES

The official text of these General Terms and Conditions of Sale is the one in Italian which will prevail in case of divergence with the corresponding translations in a foreign language.