DISCOVER FORNARINA SPRING SUMMER 2019 COLLECTION!

Fornarina srl Unipersonale General Sales Terms

1. APPLICATION

1.1These General Terms and Conditions of Sale (hereinafter referred to as "the Conditions") apply between the company Fornarina S.r.l. unipersonale (hereinafter FORNARINA) and any Customer even when the same have not been agreed or recalled by the Parties.

1.2. Any exceptions will be valid only if signed by the Parties.

1.3 The following general conditions of sale are an integral part of all contracts for the sale of goods sold by FORNARINA, even when the contract is intended to be executed actively, by telephone, verbally, by fax, e-mail or internet.

1.4 FORNARINA reserves the right to modify and/or change these general conditions of sale at any time. The current formulation remains in force until Fornarina does not communicate a new version of the same to the Customer.

2. FORMATION OF THE CONTRACT

2.1 The order proposal is intended as irrevocable and fixed 1O days from the time it is passed. The order proposal is intended as given on the date it is received by Fornarina Of one of it's authorized agents.

2.2 The order proposal shall be irrevocable and binding for the next 75 days. lf after such term the contract has not been finalized in any of the ways provided by clause 2.3 herein, the Customer may cancel the order proposal, unless Fornarina has already commenced execution of the order in good faith before being informed of its cancellation, in part or in whole. In this case, the order proposal is intended as accepted and the contract as finalized.

2.3 The contract is executed when the Customer receives the communication, by fax or other means of written communication, of the acceptance of the order by FORNARINA. In any case, consistent with the nature of the deal and uses, the contract can be considered concluded with the start of execution by FORNARINA which must, however, notify the Customer promptly, no later than two days.

2.4 Fornarina shall in any case have  the  right to accept the order proposal, in part or in whole , and more generally modify the operative terms of the supply (delivery terms, payment etc...) indicated in the order proposal without entitling the Client to claim damages or indemnity of any kind or cancel or terminate the order.

2.5 Order supplements or re-assortments are subject to these General Sales Terms.

2.6 Acceptance by Fornarina of one of more order proposals does bind Fornarina to accept, nor allows the Customer to rely on the acceptance by the same of, any future order proposals from the Customer.

3. CANCELLATION AND REDUCTION

3.1 Even after delivery of the order confirmation, Fornarina shall have the right to cancel any part of the order referring to specific Products for which a minimum quantity has not been ordered, which, at the sole discretion of Fornarina is necessary to put the same into production or if technical production problems prevent production. The Customer will in any case be promptly informed of such cancellation by fax, e-mail or similar means.

3.2 Cancellation as above will not be affect the validity, enforceability and binding nature of the contract finalized not entitle the Customer to claim damages, indemnity or discounts of any kind or entitle the same to terminate the contract

3.3 Without compromise to the above right of cancellation, Fornarina, shall in any case have the right to put the order into production, even in part, or unilaterally reduce the supply without prior notice, in the case of unexpected circumstances, forte majeure, provisioning problems, raw material defects, production defects or any other circumstances that at its sole discretion make prevent delivery.

3.4 The execution of the contract is subject to the clause "except for sale and unless there are impediments due to events not attributable to Fornarina, including strikes that directly or indirectly affect the sector". If the aforementioned conditions are presented, Fornarina has the right to partially execute the contract without the customer's right to compensation for damages or compensation. In any case, in any case, Fornarina will be promptly notified to the Customer by fax, email or other equivalent means.

4. PRICE VARIATIONS

4.1 lf, prior to shipment of the Products by Fornarina purchasing Or production costs vary as a result of increases in charges and/or customs duty and/or fiscal rates, currency devaluation or similar reasons, Fornarina expressly reserves the right to modify the prices indicated in the order by no more than 10% giving prior notice thereof to the Customer. Such increases are intended as automatically accepted by the Customer.

4.2 Increases above the limit provided by clause 3.1 above, shall be approved by the Customer, if no such approval is given, only the items in the original order proposal subject to such increases shall be intended cancelled, without entitling the Customer to claim damages or indemnity of any kind.

5. DELIVERIES

5.1 The scheduled delivery dates of the Products are those indicated in the order proposal by the Customer or, those modified and advised by Fornarina in its communication accepting the order proposal, with a tolerance of 20 (twenty) days as from the delivery date indicated. In no case the delivery time is an essential terms.

5.2 Delivery is intended as made upon delivery of the goods to the carrier or shipping agent. The Products in any case travel at the risk and danger of the Customer even if delivered on a free port basis or by a carrier of Fornarina's choice. The transfer of risk in terms of deterioration or damage to the Products passes to the Customer upon delivery of the goods lo the carrier or shipping agent.

5.3 Unless otherwise agreed in writing by Fornarina and the Customer, delivery, insurance and freights costs transport shall be sustained by the Customer.

5.4 Fornarina has the right to make partial deliveries without entitling the Customer to claim damages or indemnity of any kind.

5.5 If the Customer doesn’t collect the goods sent in compliance with the order within 20 days from availability, FORNARINA will have the right to revoke the payment term by requesting full payment of the goods or will be able to terminate the contract by requesting compensation for damages, in addition to payment of the goods

5.6 For any matters regarding punctuality of the delivery, the date on which the Products pass from Fornarina to the carrier or shipping agent shall be binding. Delay in delivery of the Products, whatever the reason, shall not automatically give the Customer the right to claim damages or indemnity. Should the delivery delay be attributable to Fornarina and not the carrier, the Customer shall not have the right to terminate the sales contract until it has served notice to perform on Fornarina by registered letter with acknowledgement of receipt, allowing a term of al least 15 days to perform

6. RETENTION OF TITLE

6.1 All sales are subject to retention of title, as also indicated by the invoice. The Customer attains title to the Products only upon full payment of the price.

7. SOLVENCY

7.1 In addition to the remedies provide by law and by these General Sales Terms, should the solvency of, or fair trade practice by, the Customer no longer be guaranteed and/or same is subject to insolvency proceedings, Fornarina shall have the right to  suspend or cancel, at its sole discretion, any orders underway and the relevant deliveries even if same have been confirmed. In addition to the above, by way of example, a guarantee of solvency is intended to no longer to exist if against the customer even a single bill has been protested (drafts, cash order, money order, cheque) including against third parties or if the Customer is in default of payment with respect to Fornarina, even if such default occurs prior to dispatch by Fornarina of the confirmation or a new order or fulfilment in part of the same.

7.2 The Customer may not claim damages and/or Indemnity for any reason whatsoever in any of the cases provided by clause 8.1.

8. PAYMENT OF THE GOODS

8.1 The Customer is obliged to pay for the supply of products in the manner agreed upon at the time of order, and at the agreed deadlines. In case of payment delay, the interest rate foreseen by art. 5 of the D.LGS. 231 of 09.10.2002, without the need for a formal notice. These interests will be calculated starting from the day following the expiry date of the invoice which has remained unpaid until the date of actual payment. The payment of default interest due will be requested with an invoice after the date of the actual payment or at another time, in the case of termination of the purchase contract following non-payment.

8.2 Failure to pay part of the price will give Fornarina the right to invoke the expiry of the Customer from the benefit of the term. In this case, the Fornarina may demand payment of the full price. However, without compromise to its right to claim all and any damages.

9. PLACE OF SALE- EXCLUSIVITY RIGHTS

9.1 The Customer shall sell the Products purchased exclusively through the sales outlet declared hereunder, as part of its retail activities, unless otherwise agreed with Fornarina and may not sell the same through any other sales outlet, even if owned by the same.

9.2 The Customer holds no exclusivity rights, unless otherwise agreed with Fornarina.

10. INTERNET

10.1 To better protect the clients of Fornarina, the Customer shall communicate to Fornarina the disposal Products through the Internet.

11. PRICES

11.1 The Customer is free to establish the retail sales prices. Fornarina shall in any case forward to the Customer its recommended sales prices to allow the Customer to avoid price policies that may damage the image or reputation of Fornarina and its Products. Should this occur, Fornarina reserves the right to terminate the contract forthwith simply by written notice and lo claim damages.

12. CUSTOMERS CLAIMS AND DISPUTES

12.1 Any claims or disputes regarding alleged defects of the Products shall be raised communicated directly with and to Fornarina within the absolute term of 8 (eight) days from the date of receipt of the Products. In the case of hidden defects the above term shall commence from the discovery of the same. Disputes or claims shall be valid only if received within the above term by fax or similar means.

12.2 In the case of founded claims, Fornarina may at its discretion: a) correct the faults; b) send a replacement product; c) apply a price discount; d) issue a credit note for an amount corresponding to the products not repaired or replaced. In this case, no damages or indemnity shall be due to the Customer, without compromise to the provisions of section 1229 of the Civil Code.

13. CONSUMER CLAIMS

1 3.1  lf the Customer, having being so requested by the end user lo hold the same harmless from faults/defects of conformity, enforces the right of recourse against Fornarina, the same shall have the right to indemnify the Customer in any way it deems fit, over and above the action taken by the Customer with respect to the end user. The Customer shall in any case inform Fornarina of the any end user claims, the foundation thereof, whether or not it is possible to intervene and the type of action intervention offered.

14. SOLVE ET REPETE

14.1 The Customer may not take action, file objections or claims against Fornarina until it has made full payment of the price of the Products as per the invoice, in accordance with the provisions of section 1462, paragraph 1 of the Civil Code.

15. AUTHORISED RETURNS

15.1 Any products returned as a result of alleged defects will be accepted only if approved in advance in writing by Fornarina and subject to verification of the Products by the same.

16. TERMINATION

16.1 In addition to the cases expressly provided by the above clauses, this contract will terminate with immediate effect by written notice if Customer wound up, goes into voluntary or involuntary liquidation, becomes bankrupt, is subject lo arrangement with creditors or any other insolvency proceeding, or in the case of circumstance that substantially affects the ability of the Customer lo fulfil the obligations stemming from any sales contract, and more generally, if Customer is in substantial breach of any obligation provided by these General Sales Terms and does not cure the breach within 15 days from receipt of the written notice to perform sent by Fornarina.

17. EXCLUSIVE JURISDICTION AND LAW

17.1 The court having jurisdiction in the case of disputes stemming from any sales contract subject these General Sales Terms shall be exclusively that of Court of Macerata. The issue of drafts does not waive the exclusive jurisdiction of the Court provided herein.

18. APPLICABLE LAW

18.1 These General Sales Terms and any sales contracts governed by the same are subject to Italian Law; the parties agree to exclude the application of the Vienna Convention on the international sales of moveable property.

19. INFORMATION AND CONSENT pursuant to the REG. EU 679/2016 and Legislative Decree 196/03 (as per Legislative Decree 101/2018)

19.1 Pursuant to the European Regulation 679/2016 and Legislative Decree 196/2003 updated by Legislative Decree no. 101/2018, the Customer declares to have been informed that the collection and processing of personal data will take place, for the entire duration of the relationship and subsequently for the obligations required by current regulations on the subject matter of these general conditions of sale as well as for the 'fulfillment of contractual, tax and tax obligations arising from the purchase contract governed by these general conditions of sale, including through the communication to the network of agents and debt collection companies or external consultants (eg Law Firm).

In your quality as an interested party, the Customer has the rights set forth in art. 13 and following of the EU Regulation 679/2016 and precisely the rights of access, rectification, integration, oblivion, limitation and opposition and can enforce them by sending a registered letter with return receipt to Fornarina S.r.l. unipersonale based in Largo Minnucci 35.39 Villa San Filippo or sending an email to fornarinasrl@certificata.mailbook.it

The Customer, by signing these general conditions of sale, duly informed, gives his explicit consent to the processing of personal data for the purposes set out above.

Largo Minnucci, 35/39 – Loc. Villa San Filippo – 62015 MONTE SAN GIUSTO – MC – Italy
Telefono +39 0733 17 11 0 16
email: sales@fornarina.com
PEC: fornarinasrl@certificata.mailbook.it Partita Iva n. 01885090439
Cap. Sociale Euro 10.000,00 i.v.
Società soggetta a direzione e coordinamento della Bright Fame Group Holdings Limited

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