GENERAL CONDITIONS OF SALE

Art. 1. GENERAL PROVISIONS

1.1. These General Conditions of Sale apply to every Customer who visits any of the Seller’s Points of Sale to purchase Products and Services offered by the Seller (these conditions do not apply to distance and/or online sales, which are governed by the terms and conditions published on the website “bertani.it”).
Seller means the company Bertani Spa, with registered office in Via Daniele da Torricella no. 40, 42122 Reggio Emilia, Tax ID and VAT no. 00145280350, REA: RE-103280, share capital of €2,200,000.00 fully paid up, PEC registered e-mail bertanispa@legalmail.it; telephone + 39 0522 355511 and telefax + 39 0522 556880.
A Customer is generally understood to be the natural or legal person who purchases one or more Products offered by the Seller either for purposes unrelated to any business or professional activity carried out (Consumer) or for purposes functional to their business or professional activity (Professional).
Consumer means the natural person (the Consumer) acting for purposes unrelated to the commercial, industrial, professional and craft activity that may be carried out on their own behalf and/or on behalf of third parties.
Professional means the natural or legal person with a VAT number acting in the exercise of their entrepreneurial, commercial, craft or professional activity, or an intermediary thereof.

1.2. These General Conditions of Sale set out below are governed in accordance with and in compliance with the relevant national and European regulations in force, including Legislative Decree No. 206/2005 as amended (hereinafter the “Consumer Code”) and by the articles of the Italian Civil Code for what is not expressly provided for herein. Customers are invited to read these conditions before making any purchase.

1.3. Should any clause of these Conditions be deemed null or invalid, this shall not render the remaining clauses invalid, and they shall continue to be fully valid and effective.

1.4. By accepting these General Conditions of Sale, the Customer releases the Seller from any liability arising from the issue of incorrect tax documents due to errors in the information provided by the Customer.

Art. 2. QUOTATION / ORDER CONFIRMATION – ACCEPTANCE – PURCHASE COMMITMENT

2.1. The Customer may obtain a Quotation at any of the Seller’s Points of Sale for the purchase of one or more Products and the cost of all Ancillary Services, including, by way of example only, transport and porterage services. Requesting a Quotation shall in no case oblige the Customer to make a purchase.

2.2. The Quotation shall be valid for 30 (thirty) days, unless expressly agreed otherwise. Within this period, the Customer may freely choose whether to accept the Quotation and proceed with the purchase or to reject it. Upon expiry of the aforementioned period, the Quotation shall be deemed not to have been accepted. The Quotation must be accepted by the Customer exclusively in writing, by signing it. Drawings, payment slips and any other documents signed by the Customer and delivered to the Seller shall also form an integral part of the contract.

2.3. The contract shall be deemed to have been entered into between the Seller and the Customer upon the Customer’s signing of the Quotation or upon acceptance of orders confirmed by the Seller by means of an Order Confirmation, Purchase Commitment or Debit Note. If the Seller does not provide written confirmation of an order negotiated verbally, the issue of an invoice by the Seller or the execution of the order by the Seller shall be deemed to constitute tacit acceptance. Any amendments to orders placed verbally or by telephone must be confirmed in writing by the Customer. Otherwise, the Seller shall accept no responsibility for any errors or possible misunderstandings.

2.4. The Customer shall assume full responsibility for the accuracy and truthfulness of the information provided at the time of conclusion of the contract. In their request for a Quotation, the Customer must indicate any specific regulations or requirements applicable to the delivery of the goods with which the materials and/or packaging must comply. Such requirements shall be binding on the Seller only if expressly accepted by the Seller.

2.5. The execution of a Purchase Order by the Seller and/or the issue of an Order Confirmation by the Seller shall in no case constitute either express or implied acceptance by the Seller of any general conditions of purchase that may have been submitted by the Professional, nor shall it result in any amendment to these General Conditions of Sale.

Art. 3. PRICE – PAYMENT – CONFIRMATORY DEPOSIT

3.1. Unless otherwise agreed, the prices of the Products shall be exclusive of VAT and shall be those set out in the price list in force at the relevant Point of Sale of the Seller at the time of signing the contract, for delivery ex the Seller’s warehouse.

3.2. The payment terms shall be those agreed between the Parties and specified in the Order Confirmation/Purchase Commitment. Payment for the Products purchased may be made using any of the payment methods accepted at the selected Point of Sale. Where payment for the materials is to be made by means of payment instruments, such as bank cheques or banker’s drafts, these must be received at the Seller’s registered office at the same time as the materials are collected.

3.3. As a guarantee of the proper performance of the obligations assumed by signing the Quotation or receiving the Order Confirmation/Purchase Commitment, the Customer undertakes to pay the Seller, at the same time, a sum equal to 30% of the Order value by way of a Confirmatory Deposit pursuant to Article 1385 of the Italian Civil Code, unless otherwise agreed in writing. The Parties acknowledge that, pursuant to paragraph 2 of Article 1385 of the Italian Civil Code, if the purchase does not proceed due to circumstances attributable to the Customer’s fault, the Seller shall be entitled to retain the deposit and withdraw from the contract.

3.4. The Customer shall pay the price due in accordance with the terms agreed between the Parties when the contract is concluded.

3.5. If the Seller authorizes the Customer to make payment by instalments, the Customer, by signing the Quotation or the Order Confirmation/Purchase Commitment, acknowledges, pursuant to and for the purposes of Article 1988 of the Italian Civil Code, that they are indebted to the Seller for the entire agreed amount that remains unpaid, as stated in the aforementioned document.

3.6. Any delay and/or irregularity in payment shall entitle the Seller to charge the Professional default interest at the rate determined in accordance with Legislative Decree No. 231 of 9 October 2002, starting from the expiry date of the agreed payment term, as well as any storage costs incurred and damages suffered. In such cases, the Seller reserves the right to suspend and/or cancel the supply in progress.

3.7. If even part of the price is not paid by the agreed due date, the Customer shall forfeit the benefit of deferred payment (“benefit of the term”), including in respect of supplies in progress. The Seller may also invoke Articles 1460 and 1461 of the Italian Civil Code and consequently suspend supplies in progress, without prejudice to the provisions of Article 6 of these General Conditions of Sale (force majeure). Failure to pay the amount agreed in the contract shall entitle the Seller to withdraw from the contract with immediate effect, without prejudice to all other rights that may be exercised.

3.8. Where Products are purchased by a Professional, the Professional hereby waives, pursuant to Article 1246(4) of the Italian Civil Code, the right to set off any sums owed by the Seller to the Professional against any sums owed by the Professional to the Seller, unless the Parties agree otherwise, by means of a written private agreement, in respect of specific debts.

Art. 4. DELIVERY

4.1. The delivery times and place of delivery are indicated in the Quotation or in the Order Confirmation/Purchase Commitment signed by the Customer. Delivery times are indicative and may vary depending on the carrier and/or the type and/or availability of the products selected by the Customer. In the event of a delay in the delivery of the ordered goods for reasons not attributable to the Seller, the Customer shall not be entitled to claim any sums by way of compensation for damages.

4.2. Any request for a specific delivery deadline to be treated as essential, together with the reasons for such a request, must be communicated to the Seller in advance by the Customer and subsequently recorded in the Order Confirmation.

4.3. If 30 (thirty) days elapse without collection of the goods from the date on which they are placed in storage following notification that they are ready for collection, the Seller reserves the right to terminate the contract due to the Customer’s failure to perform their obligations, retaining the sums paid by the Customer as compensation for the damages suffered, without prejudice to reimbursement of the costs incurred by the Seller for storing the goods, which shall remain payable by the Customer pursuant to Article 1781 of the Italian Civil Code.

4.4. Upon delivery of the Products and before their installation, the Customer must carry out all necessary inspections to identify any missing packages, defects or other apparent or visible defects in the goods and report them to the Seller, as further specified in Article 10 of these General Conditions of Sale.

4.5. The Seller shall not be liable for the costs of installing Products that are manifestly defective and/or do not conform to what was agreed, nor for the costs of their removal and/or the reinstatement of the premises, or for any indirect and/or consequential damage that could have been avoided by exercising ordinary care when inspecting the goods.

4.6. Where the goods are delivered under Ex Works terms, in the event of any tampering, breakage or shortage of Products expressly attributable to the Carrier/Freight forwarder, the Customer must submit a claim directly to the Carrier concerned.

Art. 5. RETENTION OF TITLE TO THE PRODUCTS

5.1. The Products delivered shall remain the exclusive property of the Seller, and title to them shall not pass until the price and ancillary costs have been paid in full and unconditionally. Accordingly, the Professional shall not transfer ownership of the Products to third parties until the price has been paid in full and unconditionally.

5.2. From the time of delivery, where payment is deferred, the Customer must ensure that the Products remain readily identifiable until the price has been paid in full and unconditionally. The Customer shall bear all risks relating to the Products, including, by way of example, the risk of loss or partial deterioration of the Products.

Art. 6. FORCE MAJEURE

6.1. The Seller shall not be liable for any delay in or failure to deliver the Products resulting from delays attributable to the supplier or from events beyond the Seller’s reasonable control, including, by way of example only, pandemics, explosions, accidents, earthquakes, floods, acts of terrorism, sabotage, plant failures, strikes and other industrial action, and similar events that prevent the contract from being performed, in whole or in part, within the agreed time limits.

6.2. The Seller shall not be liable to the Customer or any third party for any damage, loss or costs incurred as a result of the failure to perform the contract due to the circumstances referred to above.

Art. 7. TECHNICAL CHARACTERISTICS OF PRODUCTS AND SAMPLES

7.1. All aesthetic, technical and functional characteristics of the Products offered for sale are those communicated by the respective manufacturers. The Seller therefore accepts no responsibility for the accuracy and/or completeness of such information.

7.2. Products such as marble, wood, natural stone, tiles and handcrafted materials are characterized by variable properties, which may relate to color, appearance or other surface characteristics of the Products themselves. Accordingly, the display of examples of such Products in the Seller’s showrooms, by means of panels and/or other display supports, constitutes a sale by sample pursuant to paragraph 2 of Article 1522 of the Italian Civil Code.

Art. 8. DRAWINGS AND DESIGNS

8.1. At the express request of the Customer, the Seller provides design services and/or services for the manufacture of items based on measurements of the premises and/or furnishings to be made, supplied by the Customer or, on the Customer’s behalf, by a person appointed by the Customer. Such measurements must be strictly accurate. The design services referred to in this Article are intended as technical support for the selection and arrangement of the Products and do not constitute professional services reserved by law to qualified professionals. Any need for such professional services shall remain the sole responsibility and expense of the Customer.

8.2. If manufacture of the Product has already commenced pursuant to an Order Confirmation, the Seller shall not authorize returns and/or replacements, and the Customer shall remain obliged to fulfil their contractual obligations. In any event, the Seller shall be exempt from any liability for failure to implement amendments where the relevant changes have not been communicated to the Seller or have been communicated too late, when the item had already entered production.

Art. 9. PURCHASE OF PRODUCTS ON DISPLAY

9.1. Where Products on display are purchased, the Customer accepts the goods in the condition in which they are found, on an “as seen and approved” basis. Accordingly, no claims shall be accepted in respect of any apparent defects and/or faults, or on the grounds that the Products belong to product lines that are no longer in production.

9.2. The price relates solely to the Products on display and excludes any replacement, modification, addition and/or customization.

Art. 10. LEGAL WARRANTY

10.1. Products purchased by a Consumer are covered by the legal warranty pursuant to Articles 128 et seq. of the Consumer Code and, in respect of matters not expressly provided for therein, by Article 1490 of the Italian Civil Code. In order to conform to the contract of sale, the goods must meet the subjective and objective requirements set out in Article 129 of the Consumer Code, as amended.

10.2. The legal warranty of conformity applies and operates at the expense of the Seller in favor of the Consumer when the lack of conformity becomes apparent within twenty-four months from the delivery of the goods. Direct action to assert defects is subject to a limitation period of twenty-six months from delivery, in accordance with Articles 133 et seq. of the Consumer Code. This liability shall also apply to goods that incorporate or are interconnected with digital elements.

10.3. The Consumer may not rely on the legal warranty where:

1. the alleged lack of conformity of the product becomes apparent more than 24 (twenty-four) months after delivery of the goods;
2. the alleged lack of conformity is due, in whole or in part, to improper or incorrect use, storage, maintenance or installation by the Customer or by persons not authorized by the Seller or the Manufacturer, or to failure to comply with the instructions provided by the Manufacturer in the product user manual or in other instructions supplied by the Seller together with the delivered products;
3. the Consumer was aware of the defect at the time the contract of sale was concluded and expressly accepted it.
4. the purchased material has been used and/or installed, even partially, or has otherwise been fitted. Such use or installation shall constitute full acceptance of the goods purchased, with the consequent exclusion of any claim by the Consumer in respect of any evident and/or apparent defect or fault.

10.4. For Customers who do not fall within the category of “Consumer”, the legal warranty provided for in Article 1490 et seq. of the Italian Civil Code shall apply. In particular, the warranty covering the Products sold shall last for 12 (twelve) months from the date of delivery, in accordance with Article 1495 of the Italian Civil Code. Products displaying apparent defects and/or faults must not be installed and/or used by the Professional, but must be reported to the Seller promptly and, in any event, within 8 (eight) days of discovery. Failing this, the Professional shall forfeit the right to rely on the warranty. The material found not to conform to the contract must be kept in the same condition in which it was delivered and made available until the dispute has been resolved.

10.5. If, following an inspection of the non-conforming material, the claims made by the Professional are found to be justified, the Seller may, at its own discretion and irrespective of the requests made by the Professional, choose one of the following options:

1. replacement of the material found not to conform to the contract, subject to its return;
2. acceptance of the return of the material without replacement, in which case the Seller’s obligation shall be limited to refunding the price paid by the Professional for the material found not to conform to the contract, subject to the return of the goods;
3. repair of the non-conforming goods by the Seller. In any event, the Seller shall not be obliged to compensate the Professional for any further costs and/or damages arising from the established non-conformity of the goods delivered.

Art. 11. PRIVACY AND PROTECTION OF PERSONAL DATA

11.1. The Customer’s personal data shall be processed in accordance with the applicable EU and Italian legislation on the processing of personal data, including Regulation (EU) 2016/679 and Legislative Decree No. 196/2003, as subsequently amended and supplemented. The Seller informs the Customer that the Seller acts as the data controller and that the Customer’s personal data shall be collected and processed exclusively for the performance of this agreement and for compliance with obligations laid down by law, an EU regulation or other applicable legislation. Such data may be disclosed only at the request of a judicial authority or another authority legally entitled to request them.

11.2. The Customer declares that, before their personal data were collected, they received from the Seller the privacy notice intended for customers pursuant to Article 13 of Regulation (EU) 2016/679.

Art. 12. GOVERNING LAW – JURISDICTION

12.1. In relation to contracts with Consumers, matters not expressly provided for in the Consumer Code shall be governed by the provisions of the Italian Civil Code concerning the formation, validity and effectiveness of contracts, including the consequences of termination of the contract and the right to claim damages.

12.2. Any dispute arising between the Seller and a Professional in connection with the interpretation, performance or termination of the contract or these General Conditions of Sale shall fall within the exclusive jurisdiction of the Court of Reggio Emilia.

12.3. Any dispute arising between the Seller and a Consumer in connection with the interpretation, performance or termination of the contract or these General Conditions of Sale shall fall within the exclusive jurisdiction of the Court having jurisdiction over the Consumer’s place of residence or domicile, provided that such place is within the Italian State.