General Terms and Conditions of Sale
(effective from 4 October 2023)
1. Scope
1.1 These General Terms and Conditions of Sale (“GTC”) set out the terms on which STAUFF s.r.l., with its registered office at Via Borima, 21 (Frazione Borima), I-23867, Tax Code and VAT No. 12917010154, registered in the Lecco Register of Companies, REA 319238, with a fully paid-up share capital of €90,000.00, (“STAUFF ITALIA”) sells products (“Products”) to its business customers (“Customers”or“Contractual Partners”) by correspondence, including via email. The sale in question, and therefore the application of these General Terms and Conditions of Sale, is reserved for persons, whether natural or legal, public or private, who act in a commercial capacity.
1.2 These GTC govern in their entirety the commercial relations between STAUFF ITALIA and the Contractual Partner, including orders, supplies, deliveries, quotations, offers and sales contracts for the Products (hereinafter also referred toas “Goods”), regardless of whether they are manufactured by STAUFF ITALIA or purchased from third-party suppliers.
1.3 These GTC also apply to all future commercial dealings, including supplies, deliveries, offers and quotations, even where they have not been separately agreed upon again.
1.4 These GTC apply exclusively to dealings with Customers. Any divergent, conflicting or additional general terms and conditions of the Contractual Partner shall form an integral part of the contract between STAUFF ITALIA and the Customer only if STAUFF ITALIA has expressly approved them. This requirement for express approval by STAUFF ITALIA also applies where STAUFF ITALIA makes delivery to the Contractual Partner without reservation, whilst being aware of the latter’s general terms and conditions.
1.5 The contract between STAUFF ITALIA and the Contractual Partner – meaning these General Terms and Conditions and the order confirmation sent to the Customer by STAUFF ITALIA (“Contract”), binds the parties not only to what is expressly set out therein, but also to all consequences arising therefrom in accordance with the law or commercial practice, unless, in the case of provisions that may be derogated from, they are expressly excluded or amended by these GTC.
1.6 Any legally relevant declarations and notifications which the Contractual Partner intends or is required to address to STAUFF ITALIA following the conclusion of the Contract (e.g. setting of deadlines, notices of defects, notices of withdrawal or reduction) must be in writing, failing which they shall be null and void.
1.7 These GTC are permanently made available to Customers via the relevant link in the footer of the section of the website www.stauff.com intended for Italy and, where applicable, are made available to the Customer together with the order confirmation. Consequently, the submission of an order or the acceptance of a quotation or an offer by the Customer, including the failure to object to the order confirmation, constitutes full acceptance of these GTC.
1.8 STAUFF ITALIA reserves the right to amend these GTC, in whole or in part, at any time. The new version of the GTC will be made available to the Customer in the manner set out in Article 1.7 above and will come into force upon publication in the section dedicated to Italy on the website www.stauff.com, via the link specified in that article. The applicable GTC are those in force at the time the order is placed or, as the case may be, at the time of acceptance of a quotation or an offer, including the failure to object to the order confirmation. Consequently, the submission of an order or the acceptance of an offer or quotation by the Customer, including the failure to object to the order confirmation, following the publication or making available of the new version of the GTC, constitutes full acceptance thereof. Amendments to the GTC forming part of a Contract already concluded are governed by Article 2.6 below.
2. Offers – Conclusion of the Contract
2.1 Offers and quotations from STAUFF ITALIA are subject to change, even without prior notice, and are not binding unless they are expressly marked as such or specify a specific acceptance deadline. This also applies where STAUFF ITALIA has provided the Contractual Partner with technical documentation (e.g. drawings, designs, assessments, calculations, references to DIN standards) and other product descriptions or documents – including in electronic form.
2.2 With regard to the characteristics and conditions of the Goods, only the Product description contained in the order confirmation shall be deemed authoritative. Public comments, promotional messages or advertisements by STAUFF ITALIA or the manufacturer do not constitute binding statements regarding the quality of the Goods, without prejudice to the application of the regulations on unfair commercial practices, where the Contractual Partner is a micro-enterprise, as defined in Article 18(1)(d-bis) of the Italian Consumer Code.
2.3 STAUFF ITALIA has 14 days from receipt of the Customer’s order to send the order confirmation containing the binding description of the Goods and the specific terms and conditions applicable to their sale (‘Order Confirmation’). The Contract is concluded 24 hours after the Customer has received the Order Confirmation, provided that STAUFF ITALIA has not received any objections or proposals for amendments to the terms set out therein. Any such objections or proposed amendments must be sent to the same email address from which the Order Confirmation was sent.
2.4 Where STAUFF ITALIA has entered into hedging arrangements with its suppliers, the Contract is subject to the condition precedent of timely and defect-free delivery by STAUFF ITALIA’s suppliers. Where applicable, this condition will be specifically stated in the Order Confirmation. Furthermore, STAUFF ITALIA shall immediately inform the Contractual Partner should this condition not be fulfilled, i.e. in the event of non-delivery or delivery of defective goods by its suppliers.
2.5 The legal relationship between STAUFF ITALIA and the Contractual Partner is governed exclusively by the Contract concluded in writing, including these GTC, which fully reflect all agreements between STAUFF ITALIA and the Customer, superseding any other prior agreements or declarations, whether written or oral, provided that the Contract does not expressly state that such agreements or declarations have, or continue to have, binding effect between the parties.
2.6 Any additions or amendments to the Contract, including those to these GTC, must be in writing, failing which they shall be null and void. In the event of amendments or additions to these GTC after the conclusion of the Contract, STAUFF ITALIA shall send the new version of the GTC to the Customer by email. The submission of a new order or the acceptance by the Customer of a new offer or quotation under the Contract following receipt of the new version of these GTC shall constitute full acceptance thereof. Please note that, with the exception of managing directors and authorised representatives, STAUFF ITALIA’s employees are not authorised to enter into verbal agreements that deviate from these GTC and/or the Contract.
2.7 Detailed specifications provided by STAUFF ITALIA regarding the subject matter of the supply, such as weights, dimensions, current operating values, load capacities, tolerances and other technical data, as well as representations thereof, for example in drawings and other illustrations, are to be regarded as approximate, unless the use of the subject matter of the supply for the purpose specified in the Contract requires exact conformity. The aforementioned details do not constitute guaranteed quality characteristics, unless a guarantee is expressly provided in writing, but are descriptions or identifications of STAUFF ITALIA’s supply. The Customer therefore acknowledges and accepts that, unless otherwise specified in the Contract, the sale of the Goods takes place without any warranty for the absence of promised and essential qualities.
2.8 Deviations that are customary in trade and deviations due to statutory provisions or technical improvements are permitted provided they do not impair the usability of the goods for the purpose set out in the Contract. STAUFF ITALIA also reserves the right to make changes to the colour, design and/or weight, provided that such changes are reasonable for the Contractual Partner.
2.9 STAUFF ITALIA retains ownership or copyright over all cost estimates and quotations submitted, as well as over drawings, illustrations, calculations, brochures, tools and other documents or aids made available to the Contractual Partner. Without the express consent of STAUFF ITALIA, the Contractual Partner may not make these items available to third parties, either as such or in terms of their content, nor may it disclose, use or reproduce them, either directly or through third parties. Upon request by STAUFF ITALIA, the Contractual Partner must return all such items to STAUFF ITALIA in their entirety, destroy any copies that may have been made of them, and delete any electronically stored information relating to such items.
2.10 Samples are always supplied subject to payment. Samples serve solely to provide an approximate indication of quality and do not constitute a guarantee of the same.
2.11 The Customer’s right of withdrawal ad nutum is excluded.
2.12 Tools and equipment, insofar as they are not supplied by the Contractual Partners, are and remain the property of STAUFF ITALIA. Unless otherwise agreed, this also applies if the Contractual Partner contributes to the costs of the tools or if these are borne by the Contractual Partner as part of a full-cost price.
3. Remuneration – Terms of Payment – Set-off
3.1 Prices apply to the supply as detailed in the Order Confirmations. Additional or special services shall be charged separately. Prices are quoted ex works in euros and exclude packaging and VAT. Export consignments do not include customs duties, taxes and other public charges.
3.2 Where the Contract provides for the carriage of the Goods, the Customer shall bear the costs of carriage ex works and the costs of any transport insurance requested by the Customer, where applicable.
3.3 Unless otherwise agreed, our contractual partner is required to make payment within 14 days of the invoice date.
3.4 The Customer waives the right to set-off provided for in Article 1243 of the Italian Civil Code and acknowledges that they are entitled to set-off only where their claim against STAUFF ITALIA has been established by a final and binding judgement or where the claim is certain, due, homogeneous and uncontested. The Customer is entitled to a right of retention to the extent permitted by law.
3.5 Without prejudice to the application of the provisions governing insolvency and bankruptcy proceedings, as well as the application of Article 1186 of the Italian Civil Code concerning forfeiture of the benefit of the term, the Customer, notwithstanding the provisions of Article 1461 of the Italian Civil Code, acknowledges and accepts that, should its financial circumstances, following the conclusion of the Contract, become such as to clearly jeopardise the receipt of the consideration, STAUFF ITALIA reserves the right to: (i) suspend performance of the obligation owed by it, set a new deadline for performance and terminate the Contract, should the Customer’s non-performance persist after that deadline has expired; (ii) terminate the Contract immediately, should the service provided for in the Contract be the supply of bespoke products; (iii) the rights referred to in points (i) and (ii) above may be exercised by STAUFF ITALIA even where the Customer offers to provide or does provide suitable security. The Customer hereby waives the right to invoke Article 1461 of the Italian Civil Code in its favour.
4. Delivery times – Delays in delivery – Partial deliveries – Delivery on call
4.1 The deadlines and dates for deliveries and services specified by STAUFF ITALIA are to be regarded as indicative, unless a fixed deadline or date has been expressly promised or agreed. Where shipment has been agreed, the delivery dates and times refer to the time of handover to the carrier, the forwarding agent or other third parties responsible for transport. All time limits set out in the Contract shall be construed in favour of STAUFF ITALIA.
4.2 The commencement of the delivery period specified by STAUFF ITALIA is subject to the clarification of all technical issues. A further condition is the Contractual Partner’s full compliance with the obligations incumbent upon them under the Contract. In the event of sample approval, it is a condition that the Contractual Partner gives its approval immediately following the presentation of the samples or informs us straight away of the reasons why such approval cannot be given.
4.3 Without prejudice to the rights exercisable by STAUFF ITALIA in the event of non-performance by the Customer, the Customer acknowledges and agrees that STAUFF ITALIA may require the Customer to grant an extension or postponement of the delivery and performance dates for the period during which the Contractual Partner fails to fulfil its contractual obligations and/or duties towards STAUFF ITALIA.
4.4 Pursuant to Article 1256 of the Italian Civil Code, STAUFF ITALIA shall not be held liable for any failure to deliver or for delays in delivery, where these are caused by force majeure or other events unforeseeable at the time the Contract was concluded and not attributable to STAUFF ITALIA. Should such events render it impossible for STAUFF ITALIA to effect delivery or provide the service, and should this impossibility not be merely temporary, STAUFF ITALIA’s obligation shall be deemed to have ceased and the Contract shall consequently be terminated, with the effects set out in Article 1463 of the Italian Civil Code. In the event of temporary impossibility, the delivery and performance dates shall be extended or postponed accordingly and reasonably from the time the supervening impossibility arises, provided that if the Contractual Partner, due to the delay, no longer wishes to receive the delivery, it may terminate the Contract by providing STAUFF ITALIA with an immediate written notice.
4.5 Notwithstanding that the occurrence of a delay in delivery by STAUFF ITALIA is defined in accordance with the provisions of the law, the Customer undertakes to send STAUFF ITALIA a reminder should this occur.
4.6 The Customer authorises STAUFF ITALIA to make partial deliveries and provide partial services, provided that these are suitable for the Contractual Partner in view of the intended use under the Contract, provided that delivery of the remaining Goods covered by the Contract is guaranteed and that the Contractual Partner does not incur any significant additional expenses or costs as a result, unless STAUFF ITALIA agrees to bear such costs.
4.7 If STAUFF ITALIA is to make delivery on call-off, the call-off must be made no later than twelve months from the Order Confirmation, unless otherwise agreed in writing. Once the twelve-month period, or any other agreed period, has expired, STAUFF ITALIA is authorised to make the delivery and to assert its rights even without a call-off from the Contractual Partner. The Contractual Partner shall then be obliged to accept the delivery and to make payment.
4.8 In the event of a delay in delivery or if delivery proves impossible for any reason, STAUFF ITALIA’s liability shall be limited to compensation for damages, in accordance with the provisions of Article 8 below, entitled‘Liability – Limitations of Liability’.
5. Retention of title
5.1 STAUFF ITALIA retains title to the Goods until full payment has been made of all claims arising from the Contract. Where applicable, STAUFF ITALIA also retains title to the Goods until it has received full payment from the Customer of the balance of mutual claims and debts.
5.2 Goods subject to retention of title may not be pledged to third parties or provided as security until full payment of all secured claims has been made.
5.3 The Customer shall store the Goods subject to retention of title free of charge.
5.4 Any processing or modification of the delivered Product by the Customer shall always be carried out on behalf of STAUFF ITALIA. If the delivered Product is processed together with another item not belonging to STAUFF ITALIA, STAUFF ITALIA shall acquire co-ownership of the new item in proportion to the value of the delivered Product (to be understood as the final invoice amount, including VAT) in relation to the other items processed at the time of processing. In all other respects, the same principle applies to the item created by such processing as to goods delivered subject to retention of title.
5.5 If the delivered Product is irremovably mixed with other items not belonging to STAUFF ITALIA, STAUFF ITALIA shall acquire co-ownership of the new item in proportion to the value of the delivered Product (meaning the final invoice amount, including VAT) relative to the other items mixed at the time of mixing. If the mixing is carried out in such a way that the Customer’s item is to be regarded as the principal item, it is understood that the Customer transfers pro-rata ownership to us. The Customer shall hold the product subject to exclusive ownership or emerging co-ownership in safekeeping on behalf of STAUFF ITALIA.
5.6 The Customer is entitled to resell and/or process the Goods in the course of its normal business activities. However, the Customer hereby assigns to STAUFF ITALIA, with immediate effect, all rights arising from the resale of the Goods to third parties. STAUFF ITALIA hereby accepts this assignment. Following the assignment, the Customer is authorised to collect the debt on behalf of STAUFF ITALIA until such time as the authorisation is revoked, payments cease, the business ceases trading, or an application is made to open insolvency proceedings.
Any claims previously assigned by the Customer to STAUFF ITALIA may not be assigned to third parties. The same applies to pledges. Transfers by way of security are not permitted.
5.7 In the event of non-payment by the Customer and the cessation of payments and/or business operations, as well as in the event of an application for the opening of insolvency proceedings, STAUFF ITALIA reserves the right to require the Contractual Partner to disclose the assigned claims and the relevant debtors, to provide all information necessary for collection, to hand over the relevant documents, and to inform the debtors (third parties) of the assignment. STAUFF ITALIA’s right to notify the debtors of the assignment in such cases and to collect the debts directly remains unaffected.
5.8 The Customer is obliged to treat the exclusive or jointly owned property with care. Should maintenance and servicing be required, the Customer must carry this out at regular intervals and at its own expense.
5.9 The Customer is obliged to inform STAUFF ITALIA immediately of any access by third parties to STAUFF ITALIA’s exclusive or joint property, for example in the event of attachment. The same applies in the event of damage to or destruction of the Goods. The Customer must also inform STAUFF ITALIA immediately of any change in ownership of the Goods and of any change in their place of residence.
5.10 If the Customer breaches the aforementioned obligations set out in paragraphs VIII and IX of this Article 5, and also in the event of any other conduct by the Customer contrary to the Contract, in particular in the event of failure to pay the purchase price by the due date, STAUFF Italia shall be entitled to demand the return of the Goods; this shall apply even if STAUFF ITALIA does not terminate the Contract at the same time. If the Customer fails to pay the purchase price due, STAUFF ITALIA may demand the return of the Goods only if it has previously set the Customer a reasonable deadline for payment without success, or if the setting of such a deadline is not required under the provisions of the law.
Unless expressly stated in writing, the collection of the Goods does not constitute termination of the Contract vis-à-vis the Customer. The foregoing provisions apply accordingly in the event of cessation of business or payment, subject to the rules governing insolvency and bankruptcy proceedings. Once the Goods have been repossessed, STAUFF ITALIA shall be entitled to utilise them. The proceeds from such utilisation shall be set off against the Contractual Partner’s debt, less reasonable costs of utilisation.
5.11 STAUFF ITALIA undertakes to release the security to which it is entitled, at the request of the Contractual Partner and to the extent that the realisable value of the security exceeds the claims to be secured by more than 10 per cent; the choice of which securities to release rests with STAUFF ITALIA.
6. Transfer of risk – Take-over – Failure to accept
6.1 Deliveries are made ex works. This is also the place of performance. The Goods shall be dispatched to another destination upon request and at the Customer’s expense (sale with delivery to a place other than the place of performance). Unless otherwise agreed, STAUFF ITALIA is authorised to determine the shipping arrangements (in particular: carrier, route and packaging). The consignment will be insured by STAUFF ITALIA against theft, breakage, transit, fire or water damage, or other insurable risks only at the Customer’s express request and at their expense.
6.2 STAUFF ITALIA shall not take back transport packaging or any other packaging in accordance with packaging regulations; such packaging shall become the property of the Customer; this excludes pallets and lattice crates.
6.3 The risk of accidental loss or deterioration of the Goods passes to the Customer at the latest upon delivery. However, in the case of a sale with delivery to a place other than the place of performance, the risk of accidental loss or deterioration of the Goods passes to the Customer as soon as the Goods are handed over to the forwarding agent, the carrier or any other person or organisation responsible for the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. If the Customer is late in accepting the Goods, this shall be deemed to constitute acceptance or taking of delivery.
6.4 If acceptance has been agreed in the Contract, the Goods shall be deemed to have been accepted if
- delivery has been completed; and
- STAUFF ITALIA has informed the Customer of what is meant by deemed acceptance of the Goods under this paragraph and has invited the Customer to accept delivery; and
- 12 working days have elapsed since delivery, or the Customer has started to use the purchased item, in which case 12 working days have elapsed since delivery; and
- the Customer has not taken delivery of the Goods within this period for a reason other than a defect of which they have informed STAUFF ITALIA and which renders the purchased item unusable or substantially impairs its use.
6.5 In the event that the Customer is late in accepting the goods or fails to cooperate, or in the event that delivery by STAUFF is delayed for other reasons attributable to the Customer, STAUFF ITALIA shall be entitled to claim compensation for any resulting damages, including additional costs (e.g. storage costs). Storage charges per week or part thereof amount to 0.25% of the net invoice value of the goods to be stored, plus VAT. The right to prove greater damage and any legal action on the part of STAUFF ITALIA remains unaffected; however, the flat-rate amount must be taken into account in any further claims for payment. The Customer may provide evidence that STAUFF ITALIA has not suffered any loss or has suffered only a loss significantly lower than the flat-rate amount specified above.
7. Rights of the Contractual Partner in the event of defects
7.1 With regard to the Customer’s rights in the event of defects in the goods sold (including faulty installation or inadequate installation instructions), the statutory provisions set out in Articles 1490 et seq. of the Italian Civil Code shall apply, unless otherwise specified in this article, where applicable.
7.2 The assessment of whether a defect exists must be carried out in accordance with the law. The defect must be such as to render the goods sold unfit for their intended purpose or to significantly reduce their value.
7.3 The Customer’s claims regarding defects in the goods sold are subject to the Customer having reported the defects within the following time limits: (i) no later than eight calendar days from delivery, in the case of easily recognisable defects; (ii) no later than eight calendar days from acceptance, if agreed; (iii) no later than eight calendar days from discovery, in all other cases. Where the Goods sold are to be transported, the time limits set out above shall run from the Customer’s receipt of the Goods or from acceptance, following receipt, if acceptance has been agreed in relation to a sale where delivery is to a place other than the place of performance. Notification of defects must be made in writing. It is sufficient for the notification to be sent within the specified time limit in order to comply with that time limit. Should the Customer fail to send the notification within the time limits set out herein, the Customer shall forfeit the warranty against defects.
7.3 bis The right to bring a claim for defects shall, in any event, be time-barred within one year of delivery, it being understood that if the Customer is the defendant in proceedings for the performance of the Contract, they may always rely on the warranty, provided that the defect has been reported within the time limits set out in Article 7.3 above and before the expiry of one year from delivery.
7.4 If the Goods delivered are defective, subject to the provisions of Article 1492 of the Italian Civil Code, the Customer acknowledges that STAUFF ITALIA has the right to choose, initially, within a reasonable period, whether to carry out repairs, by providing additional performance and remedying the defect (remedy of a defect), or whether to replace the defective Goods by delivering a product free from defects (replacement supply).
7.5 The Customer authorises STAUFF ITALIA to make the required rectification of a defect conditional upon payment of the return charges owed by the Customer. The Customer, however, is entitled to withhold a reasonable proportion of the charges in proportion to the defect.
The rectification of a defect by STAUFF ITALIA does not include the dismantling of the defective item or its reassembly, if STAUFF ITALIA was not originally obliged to carry out the assembly.
7.6 The Customer is obliged to allow STAUFF ITALIA the time and opportunity necessary for the lawful rectification of the defect and, in particular, to hand over the rejected goods to STAUFF ITALIA for inspection. In the event of a replacement delivery, the Customer must return the defective item to STAUFF ITALIA in accordance with the provisions of the law.
7.7 The costs necessary for the inspection and rectification of defects, in particular transport, infrastructure, labour and material costs, shall be borne by STAUFF ITALIA, provided that the alleged defect actually exists. Unless otherwise agreed, the place of performance for the rectification of a defect shall be the location of STAUFF ITALIA’s registered office; in any event, STAUFF ITALIA shall not bear any additional costs arising from the transport of the goods to a location other than the place of performance. If the Customer’s request for the rectification of a defect proves to be unjustified, STAUFF ITALIA reserves the right to claim reimbursement from the Customer for the costs incurred as a result.
7.8 If the rectification of the defect has failed, or if the reasonable time limit set by the Customer for the rectification of the defect has expired without result or is deemed futile under the law, the Customer may withdraw from the contract, reduce the purchase price, claim damages or reimbursement of expenses, and assert any rights of retention, where applicable. The same provision applies, to the extent compatible, in the event of a replacement supply, should this not have been carried out within the stipulated time limit or have otherwise failed. The Customer’s right to terminate the Contract is excluded in the event of minor defects which render the breach of contract of negligible importance, having regard to the Customer’s interests.
7.9 The Customer’s rights to compensation for damages or reimbursement of expenses shall only apply within the limits set out in Article 8 below, entitled “Liability – Limitations of Liability”. Such rights are otherwise excluded.
7.10 The warranty shall not apply if the Customer modifies the subject-matter of the supply, or has it modified by third parties, without STAUFF ITALIA’s consent, thereby making it impossible or unreasonably difficult to remedy the defect. In any event, the Customer shall bear any additional costs which STAUFF ITALIA may have incurred as a result of the modification in order to remedy the defect.
7.11 In the case of the sale of second-hand goods, the warranty for defects and that for promised and essential qualities is excluded.
7.12 If a defect is attributable to STAUFF ITALIA, the Customer may claim compensation for damages subject to the conditions and limitations set out in Article 8 below, entitled‘Liability – Limitations of Liability’.
8. Liability – Limitations of Liability
8.1 Unless otherwise provided, where applicable, by these general terms and conditions of contract and by the following provisions, in the event of a breach of contractual or non-contractual obligations, STAUFF ITALIA shall be liable in accordance with the applicable provisions of law.
8.2 In the event of wilful misconduct or gross negligence, STAUFF ITALIA shall be liable for damages, irrespective of the legal basis for such damages.
8.3 In the event of slight negligence, STAUFF ITALIA shall be liable only: a) for damages arising from physical injury, personal injury or damage to health, b) for damages arising from a breach of material contractual obligations, meaning those obligations which safeguard the legal position of the Contractual Partner that is relevant to the Contract and which the Contract is intended to guarantee in accordance with its content and purpose; essential contractual obligations also include those whose fulfilment makes the performance of the contract possible in the first place and on whose observance the Contractual Partner regularly relies and may rely. However, in the latter case, STAUFF ITALIA’s liability is limited to compensation for the typical and foreseeable damage that may result therefrom.
8.4 The limitations of liability set out in Article 8.3 above shall not apply where STAUFF ITALIA has fraudulently concealed a defect or has provided a guarantee as to the quality of the Goods. The same applies to claims by the Contractual Partner under the legislation on the manufacturer’s liability for damage caused by defective products.
8.5 The Customer may withdraw from the Contract or serve a formal notice on STAUFF ITALIA in the event of a breach of obligations which cannot be classified as a defect in the goods sold, only if such breach is attributable to STAUFF ITALIA. The purchaser’s right to withdraw from the Contract at will is excluded. In all other respects, the legal conditions and consequences provided for by law shall apply.
9. Limitation periods
9.1 The limitation periods for claims arising from the Contract are those laid down by law.
10. Intellectual property rights
10.1 Each contracting party shall inform the other party in writing, without delay, at least in text form, in the event that claims are made against it by third parties based on the infringement of industrial or intellectual property rights, including copyright.
10.2 If STAUFF ITALIA manufactures anything in accordance with the Customer’s instructions or makes deliveries in accordance with the Customer’s specifications, the Customer shall be obliged to indemnify STAUFF ITALIA against any claims by third parties.
10.3 The Customer acknowledges and agrees that, if the Goods infringe any industrial or intellectual property rights, including copyright, of third parties, STAUFF ITALIA shall, at its discretion and at its own expense, shall modify or replace the Goods in such a way that they no longer infringe the rights of third parties, provided that the subject matter of such supply continues to fulfil the agreed functions set out in the Contract, or shall procure for the Customer the right to use the Goods by entering into a licence agreement. Should STAUFF ITALIA fail to complete these activities within a reasonable period of time, the Customer shall be entitled to withdraw from the contract or to reduce the purchase price accordingly. Any claims for damages are subject to the provisions set out in Article 8 above, entitled ‘Liability – Limitations of Liability’. The foregoing provisions shall not apply in the cases described in paragraph 2 of this Article 10.
10.4 In the event of infringements relating to products from other manufacturers supplied by STAUFF ITALIA, STAUFF ITALIA shall, at its discretion and at the Contractual Partner’s expense, either assert its rights against the manufacturers or its predecessor suppliers, or assign such rights to the Contractual Partner. Claims for compensation against STAUFF ITALIA on the basis of this Article 10, entitled“Intellectual Property Rights”, may only be made if the enforcement of the aforementioned rights against STAUFF ITALIA’s manufacturers and suppliers has been unsuccessful or, for example, is futile due to insolvency.
11. Final provisions
11.1 These General Terms and Conditions, the Contract and all legal relationships between STAUFF ITALIA and the Customer shall be governed by Italian law, to the exclusion of all international and supranational conventions, and, in particular, the United Nations Convention on Contracts for the International Sale of Goods (CISG). The conditions and effects of the retention of title referred to in Article 5 above shall be governed by the law of the respective place of storage of the Goods, to the extent that the choice of Italian law as the governing law of the Contract is inadmissible and/or invalid.
11.2 The language of the Contract is Italian.
11.3 The competent court for all disputes arising out of or in connection with the Contract shall be that of the place where STAUFF ITALIA has its registered office or, at STAUFF ITALIA’s discretion, that of the place where the Customer has its registered office. For legal proceedings against STAUFF ITALIA, the competent court shall be that in the place where STAUFF ITALIA has its registered office, provided that this does not conflict with statutory provisions relating to courts of exclusive jurisdiction.
11.4 Should any provision, present or future, of the Contract be or become invalid or void, this shall not affect the validity of all other provisions of the Contract, unless such invalidity or voidness renders performance by one or both contracting parties excessively onerous or impossible. The invalid or void provision shall be replaced by a valid clause, the legal and economic content of which is consistent with the invalid or void clause and with the general purpose of the Contract. The same provision shall apply, mutatis mutandis, in the event that, after the conclusion of the Contract, a gap is discovered which must be filled.
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Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer specifically approves the following clauses of the Contract: 2.7, last paragraph ( exclusion of warranty for the absence of promised and essential qualities, unless otherwise agreed); 2.10 (exclusion of the validity of the sample as a guarantee of quality); 3.4 (waiver of statutory set-off); 3.5 (right to suspend performance of the Contract in the event of a deterioration in the Customer’s financial circumstances); 4.1 (indicative nature of delivery deadlines); 4.7 (consequences of the expiry of the delivery deadline in the case of delivery on call); 4.8 (limitation of liability in the event of delay or impossibility of delivery); 5.2 (prohibition on pledging or offering as security Goods subject to retention of title); 5.10 (STAUFF ITALIA’s right to withdraw from the Contract in the event of the Goods being repossessed due to breaches of contract); 6.3 (deemed acceptance of the Goods by the Customer); 6.4 (conditions for deemed acceptance); 7.3 (forfeiture of the warranty for defects where a claim is not made within time limits other than those provided for by law); 7.9 (limitation of liability where the Customer is entitled to compensation for damages or reimbursement of expenses); 7.10 (exclusion of the warranty for defects where the Goods have been modified without STAUFF ITALIA’s consent); 7.11 (exclusion of the warranty for defects and for the absence of promised or essential qualities in the case of the sale of second-hand Goods); 7.12 (limitation of liability in the event of defects in the Goods sold); 8.3 (limitation of liability in the event of slight negligence); 10.3 (limitation of liability in the event of claims for damages arising from infringement of industrial/intellectual property rights); 10.4 (limitation on the Customer’s right to claim damages in the event of an infringement of industrial/intellectual property rights by STAUFF ITALIA); 11.3 (jurisdiction)