The General Conditions set out below are applicable to all supplies subject to an Order and/or Contract, where not explicitly waived in the individual Orders and/or Contracts. Therefore, any provisions differing from these general conditions will only be binding for Pianca S.p.A. if these have been accepted in writing. By processing the Order, the Purchaser is deemed to have fully accepted these General Conditions, as well as any special conditions specified in the Order.
1. General information-Effectiveness of the General Conditions of Sale
These general conditions govern the contractual relationships between Pianca S.p.A. and its clients and, even if not expressly stated in the individual orders and purchase order confirmations of the marketed products, constitute an integral part of every Order. Any provisions deviating from what is envisaged therein, besides any special conditions, will be effective only if expressly accepted in writing by the parties.
2. Price list-Product conformity
The parties agree that the latest price list, prepared and sent to the clients by Pianca S.p.A., fully replaces and cancels any previously provided price list. The conformity of the products and their characteristics to any samples and/or illustrations provided in the price lists, catalogues and, in general, advertising material sent to the Clients, are intended to be purely indicative. In particular, the colour shades, glossiness/opacity and aesthetic appearance of the products may vary from the pictures provided in price lists, catalogues or, in any case, the advertising material and/or samples in general. In fact, light, vapours and other environmental factors can cause colour and/or tone variations in the product, to the extent that a perfect match with the illustrations found in the above‐mentioned advertising material is impossible. In the case of partially fulfilled orders being completed or subsequent orders, it is possible for the products to have colour shades, glossiness/opacity and/or aesthetic properties that differ from the previously delivered items. Such cases in point will not constitute grounds for dispute, since the said differences fall within the specific product characteristics and must be understood as having been accepted. In any case, aesthetic and/or colour tone differences in the products cannot constitute a ground for disputes on the part of the purchaser.
3. Product Modifications
At any given moment and without any prior notice, Pianca S.p.A. reserves the right to make improvements or introduce modifications, even aesthetic ones, should these be deemed appropriate and necessary, without altering their functionality. In these instances, the Client will not be entitled to raise any objections, request for any orders in progress to be cancelled, nor be entitled to claim compensation or price reductions. The images and drawings shown in the price lists are purely indicative.
Orders received by Pianca S.p.A., even those negotiated or proposed, shall be construed as a contractual offer made by the Client, and are therefore only binding for the Seller if expressly accepted by the latter or further confirmed by the Client, should the Seller have made changes to the order received. In any event, Pianca S.p.a. reserves the right to accept or reject any order. Purchase orders must be submitted in writing, with all sections fully completed, and must also contain all information necessary to correctly identify the ordered goods. In the event of acceptance, orders are still taken on subject to availability.
Pianca S.p.A. is in no way responsible for the temporary or permanent unavailability of one or more products. Any order modification requests must be received by Pianca S.p.A. in writing, within 5 (five) days from receiving the order. Once a feasibility study has been carried out, the seller must notify the Client of its decision to accept or reject the modification within a further 5 (five) days. In the event of acceptance, the new price, payment methods or new delivery dates will be set by Pianca S.p.A.
5. Cancellation of Confirmed Orders
Should for any reason, the Client decide to cancel the order, the latter will be bound to pay Pianca S.p.A. a sum amounting to value of the order. This is without prejudice to the possibility for Pianca S.p.a. to request the termination of the Contract in the case provided for by Art. 1467 of the Italian Civil Code.
6. Prices and Payments
Product prices, where not specified are, unless otherwise agreed, those specified in the current price list on the date the order is dispatched (VAT excluded) from the former Pianca S.p.A. factory (Incoterm 2010).
The Client undertakes to observe the minimum prices (so‐called Minimum Advertised Price) specified or agreed by Pianca S.p.A. for sales that will be made online through its sites, and should the Client not be aware of these, they must request the same from Pianca S.p.A. Payments must be made by the deadline and via one of the methods defined in the order confirmation, by paying the agreed amount, minus any sum already paid as a down payment, directly to Pianca S.p.A., or to its appointed collection agencies. Any cheques or promissory notes shall in any case, be construed as under reserve subject to collection, and will never constitute a novation of the contractual relationship. The non‐fulfilment or delayed fulfilment of the assumed payment obligations, will entitle Pianca S.p.A. to consider the Client as having forfeited all benefits of any agreed‐upon deadline, to suspend any further supply of goods, even if relative to other order proposals and to cancel any other orders in progress, as well as to demand the immediate payment of any commissions in progress and any other invoice falling due, in all cases reserving the right to compensation for any further damages incurred. Any delay in payment will cause default interest to accrue on the amounts due, at the rates provided for in Art. 5 of Italian Legislative Decree No. 231/2002. The parties agree that, in the event of non‐payment or delayed payment for a period in excess of 20 (twenty) days by the Client, the latter is obliged to pay Pianca S.p.A., in accordance with the penalty clause provided for in Art. 1382 of the Italian Civil Code, the amount of € 150.00 (one‐hundred and fifty/00 euro) for each day of the delay (starting from the above
deadline). Should extended payment conditions be granted, pursuant to Art. 1523 and the following sections of the Italian Civil Code, the ownership of the goods remains that of Pianca S.p.a. until the agreed price has been fully paid.
7. Economic Difficulties of the Purchaser
After the order has been confirmed, should Pianca S.p.A. gain knowledge of acts detrimental to the Client (e.g. protests, seizures, foreclosures) or conditions of economic difficulties, it reserves the right to suspend the Contract, demanding specific and special guarantees for its fulfilment or, without prejudice in anycase to the possibility of terminating the Contract, pursuant to Art. 1456 of the Italian Civil Code.
Unless otherwise agreed, goods are shipped from the former Pianca S.p.A. factory, which commits itself to making the goods available for loading. In any case, should it have been agreed that the transport, or part thereof, will be carried out by Pianca S.p.A., the relative risks pass to the Client, upon delivery of the goods to the first carrier. It is always the responsibility of the Client to clarify the reasons for any shortages, defects, delays etc. with the carrier, whilst also informing Pianca S.p.A. of these instances.
The delivery time specified in the order confirmation should never be considered as binding, since it must in fact be understood as merely indicative; therefore, Pianca S.p.A. does not assume any commitment to or observance of this, and under no circumstances will the Client be entitled to refuse the goods due to delivery delays. Moreover, no objection can be raised by a Client that proves to be in arrears with payments, pursuant to the provisions of Art.1462 of the Italian Civil Code. Possible delivery delays, as opposed to the dates specified in the Order and/or otherwise agreed upon, may not in any event become grounds for compensation for damages or the termination, even partial, of the Contract. Any request for changes to the delivery times must be made in writing by the Client, and then approved by Pianca S.p.A. Nevertheless, the order must be paid for on the initial agreed‐upon date, in addition to the cost of storing the material, which will be communicated beforehand. Should the Client refuse the delivery of the goods, the same will be obliged to arrange at their expense, for the products covered by the Contract to be collected within 10 (ten) days from receiving the specific prompt, with the obligation to pay the relative price. Once the deadline set by Pianca S.p.A. has elapsed, the same will be freed of any responsibility for damages that could directly or indirectly derive from the storage of the goods, both in its warehouses and those belonging to the carriers.
9. Shipments and Checks
The obligation to deliver the goods is considered as fulfilled the moment these are entrusted to the carrier. Even if they are sold carriage paid, the goods travel at the entire risk of the Client. Therefore, any action to claim reimbursement or compensation for damage, shortages or anything else, must be taken against the carrier. The recipient must therefore verify the number of packages and the condition of the packaging before receiving the goods and notify the carrier directly of all due reservations concerning shortages or damage, for which Pianca S.p.A. cannot in any case be held responsible. Furthermore, the Client must check the “packing list” by and no later than 3 (three) days from the delivery of the materials. Should this deadline elapse without any disputes, the same must be understood as definitively accepted. The goods received subject to inspection documents included with the transport documentation, must be specific, and no general reservations are accepted. The Client is in any case entitled, on their own behalf and responsibility, to carry out any checks on the delivered products, in order to ascertain that the correct goods have been delivered. This check must be carried no later than 3 (three) days from the delivery date. As a result of any checks, should the Client find that the product does not comply with the ordered item, the same must notify Pianca S.p.A. in writing of any discrepancies by and no later than 7 (seven) days from their being discovered. Should the above deadline elapse without the client reporting the product’s discrepancies to Pianca S.p.A., the product itself is understood to have been definitively accepted as delivered. The responsibility of the carrier ceases from the time the goods are handed over to third parties – Art. 17.4, Letter C (CMR Convention).
The client must verify and check the goods upon their arrival to ascertain their conformity with the fulfilled order. Any complaints and claims regarding flaws and defects of the supplies provided must be received by Pianca S.p.A. in writing, together with pictures of the detected damage, within and no later than 7 (seven) days from receiving the goods. In all other instances, faults and defects must be reported within and no later than 7 (seven) days from their being discovered, using the same modalities as specified above. Once the above deadline has elapsed, the goods must be considered accepted to all effects and Pianca S.p.A. will not accept returned goods unless previously authorised in writing. Should Pianca S.p.A. agree to replace the contested goods, the Client waives any and all claims for damages. Furthermore, the shipping fees of the replacement goods will only be borne by Pianca S.p.A. only if delivered to the Client’s registered office. No claim relating to the quality of the goods can be accepted as valid, not even as an exception, unless the full amount owed by the Client has already been paid. The products are guaranteed by Pianca S.p.A. in compliance with the terms of the law, starting from their delivery date. That is, unless otherwise agreed upon between the parties. Any complaints regarding the aesthetic or qualitative characteristics of the products, must in any case be reported before their use and/or assembly. Once installed, no disputes or complaints can be raised regarding the products’ quality. Pianca S.p.A. is not responsible for any damage caused whilst installing the product or those caused by improper storage.
11. Rights of Withdrawal
Pianca S.p.a. is entitled to withdraw from the Contract at any given moment, should even one of the following occur: a) changes to the Client’s ownership structure, such as to affect their economic‐financial stability and consequent ability to honour the existing agreements; b) failure to pay by the deadlines agreed upon by the Parties, except in any case, for the compensation of damages. Furthermore, in compliance with and for the effects of Art. 1456 of the Italian Civil Code, the Parties agree that the Contract will be considered as automatically terminated upon the date on which the Client: i) is subjected to any form of insolvency proceedings; ii) initiates voluntary liquidation; iii) requests to start insolvency proceedings. Furthermore, Pianca S.p.A. is entitled to terminate the Contract, pursuant to Art. 1456 of the Italian Civil Code, should the Client default on their payments, even if just one of the aforementioned clauses is breached.
12. Ownership Rights
Pianca S.p.a. is the exclusive owner of the intellectual and industrial property rights. The customer undertakes not to carry out any act incompatible with the ownership of such rights; in particular, the advertising of the goods supplied with photos or via other means is forbidden without prior written
authorisation from Pianca S.p.A.
13. Prohibiting or Authorising the Use of the “Pianca” Trademark
All Clients are absolutely forbidden, unless otherwise agreed, to use the “Pianca” trademark. In the event of a proven breach, Pianca S.p.A. reserves the right to take legal action to obtain compensation for the damages.
14. Protection of Personal Data
Pianca S.p.A. will process the client’s personal data in compliance with the regulations in force at the time, regarding the protection of personal data; these will be used in accordance with the principles provided for in Chap. II of Regulation (EU) 2016/679. The data subject can exercise the rights provided for in Articles 15‐22 of the aforementioned Regulations by sending an email to the following address: email@example.com
15. Applicable Law and Competent Court
Should any Pianca S.p.A. Products be purchased by a foreign Client, regardless of whether they belong to the European Union or not, the Contract stipulated between the Parties and the relationships arising from the same, will be governed by the Law of the Italian Republic. All disputes arising from the performance and interpretation of individual orders, in addition to these general conditions, are the exclusive jurisdiction of the Competent Court of Treviso. Any disputes regarding the application, execution, interpretation and termination of this Contract shall be resolved by the exclusive jurisdiction of the Court of Treviso, with the exclusion of any other Court.
16. Final Provisions
Should a contractual provision provided for in these general conditions prove to be null and void, this circumstance will not affect the validity of the other provisions which will remain valid and effective.