General Conditions of Supply

Art. 1 General Provisions and Technical Terms

These general conditions, available and accessible to the homepage of MARRONE SRL at the following web address: URL:\\http:www.marrone.it, govern all present and future sales contracts between the Parties, barring any exceptions for the specific case promptly agreed in writing between the Parties. Any exemptions to the provisions in this document agreed between MARRONE SRL and its Customer apply only for a single supply to which they refer and do not undermine the effectiveness of the document as a whole that, therefore, continue to apply to the present and future relationship between the Parties except as specifically agreed in writing for the specific case. These general contractual conditions are intended as applicable to all production of MARRONE SRL regardless of reference to a specific Catalogue. Under Art. 1341/1342 of the Civil Code, specifically approving this article, the Customer waives to apply its general contractual conditions to MARRONE SRL and agrees that the Supplier can unilaterally change the content of these general conditions to be applied to all future contractual relationships with the same Customer. The Parties agree that the contractual relationships arisen under the validity of these general conditions of contract are governed exclusively by the Italian substantive law. In the case of communications and/or contractual documents written in both Italian and foreign languages, the Parties agree that, in case of doubt about the exact meaning to be attributed according to the Italian language rather than the other, to certain terms, locutions and/or phrases used by the Parties themselves, reference should be made exclusively to the meaning that they can obtain according to the Italian language, to be intended, for the effect, as an elective and prevailing language. When used by the Supplier the commercial terms set forth in the text are subject to the following exclusive and unambiguous meaning given them by the Parties:
RESA MERCE = TRANSPORT
DESTINATARIO = CLIENT

Art. 2 Preparation and Subject of the Contract. Purchase Orders. Cancellation of Purchase Orders. New Orders Additions

2.1 The purchase order shall be sent to MARRONE SRL by fax or e-mail signed for acceptance by the Customer and will be considered as a proposed order, and filled in, under penalty of inadmissibility, in all its parts (Customer’s name, address, contact person, item code, telephone and fax number, support bank, etc), on the forms provided by MARRONE SRL. MARRONE SRL reserves, at its discretion, to consider as equivalent to the order, the sending by fax or e-mail of its final “as built” or “shop drawing” projects, when returned to the Supplier signed for acceptance by the Customer or, in any case, validated for acceptance by the Customer. The contract is always understood, by express agreement between the Parties, concluded at the headquarters of the Supplier MARRONE SRL in Zoppola (PN), Italy.
2.2 The purchase order proposals are not binding for the Supplier and orders are accepted only after its written confirmation or their implementation. Only the text of the order signed by the Customer and held by the Supplier applies between the Parties. The forwarding to the Customer of the final “as built” or “shop drawing” projects prepared by MARRONE SRL, when 3 (three) days have elapsed from their sending to the Customer without any written confirmation received by the Supplier, are definitively accepted by the Customer, with the consequent power for MARRONE SRL to start the production of the order.
2.3 The signer of the order is responsible for the payment of the supply even if ordered on behalf of third parties and jointly with them. The order jointly obliges its signer with the Customer reported on the order header without time limits, in express exemption from Art. 1957 of the Italian Civil Code.
2.4 Any change in the quantity, quality and type of goods supplied as a result of the order proposal signed by the Customer must be previously accepted by MARRONE SRL. If the order has not been subject to production and is therefore possible to accept the change requested by the Customer, the same purchase order will be subject to the order confirmation procedure. The order by the Customer (retailer or otherwise) is a firm and irrevocable purchase proposal. No order can be cancelled without written consent of the Supplier MARRONE SRL. In any case, MARRONE SRL can claim compensation for the damage to the Customer for the cancellation of orders.
All orders in addition to the main supply will always be subject to these general conditions of contract. MARRONE SRL is entitled to assign its claims arising from this contract, as well as the contract, to third parties. The power related to the transfer of the loans and the contract is not recognized to the Customer.
2.5 MARRONE SRL retains ownership and copyrights on all technical and commercial documentation it prepared.

Art. 3 Payment Terms and Delivery. Suspension of the Supply/ies

3.1 The Supplier may revoke or modify, by restricting, the payment extensions originally granted to the Customer if it does not provide the guarantees promised or if its commercial, economic and financial references, if changed during the course of the relationship, do not offer suitable guarantees for the good purpose of the supply.
By relying on the same conditions, MARRONE SRL may also suspend the execution of the supply or supplies in progress with the same Customer. The above applies to the case of outstanding amounts, even if relating to supplies other than the ones subject to suspension.
3.2 Once the production of the goods supplied has been completed, if the hypotheses referred to in the paragraph above have occurred, the Customer is obliged to collect, with a contextual payment, the manufactured goods prepared by MARRONE SRL, under a coercive execution pursuant to Art. 1515 of the Italian Civil Code and compensation for damages.
3.3 If the Customer requests the Supplier to provide the delivery directly, the transport costs will be charged to MARRONE SRL before the delivery thereof: in this case, the risks of loss and/or damage related to transportation will be borne by the Customer without anything can be attributed to MARRONE SRL. The delivery of the goods does not provide in any case its unloading at the target site, which remains the responsibility of the Customer.
3.4 As a rule, the goods are delivered “ex warehouse or ex factory” (the so-called “EX WORKS”) at the headquarters of MARRONE SRL in Zoppola (PN), Italy. In this case, the goods will be collected by the Customer no later than 7 (seven) days from receipt of the communication by which the Supplier notifies it that the goods are ready for collection.
3.5 For each day of delay in picking up the goods, a penalty will be charged to the Customer in an amount equal to 0,1% of the purchase price, subject to greater damage.
In any case, the Provincial Authority reserves the right to deposit the goods, on behalf and at the expense of the Customer, in a public deposit room as per Art. 1514 of the Italian Civil Code.
3.6 If the delivery of goods will be characterized by differences between the proposed order sent by the Customer and as specified in the order confirmation, it means valid and effective only as reported in the order confirmation of the Supplier.
3.7 The delivery terms shown on the contract, in days rather than on a fixed date, are only indicative and not peremptory for the Supplier, being understood that, in any case, the non-payment, in whole or in part, of the advance payment in the Art. 8 below or the different sum agreed between the Parties for this purpose, will allow MARRONE SRL not to start production of the order.
3.8 In the event of late payment of the deposit compared to the agreed deadline, MARRONE SRL will no longer be required to comply with the delivery time originally agreed with the Customer, expressly acknowledging the power to set a new fixed delivery date, rather than one based on days, including the term, however, within the following 12 months from the full payment of the deposit. The same consequences apply if the Customer has not explicitly approved the final “as built” or “shop drawing” projects sent by MARRONE S.r.l.
3.9 In the event of the invalidity of the benefit of the term referred to in Art. 9 below, any production activities and any delivery terms imposed on MARRONE SRL for supplies in progress and/or new orders will be automatically suspended until full payment by the Customer of the debit items opened against the Supplier, excluding any compensation for damages in favour of the Customer. In case of invalidity of the benefit of the term of the Customer, MARRONE Srl, subject to payment, will identify a new delivery date, with a fixed date rather than one based on days, including the term, however, within 12 months following the crediting of the balance of the suspended supplies due to customer default. In any case, the above is except for compensation for any damage suffered by MARRONE S.r.l.
3.10 Any delays cannot give rise to compensation for damages or cancellation or reduction of order and contingencies, such as strikes, suspensions of electricity, fires, transport difficulties, machine breakdowns, difficulty in supplying raw materials, etc., constituting cases of force majeure for the Supplier. In case of non-delivery of the goods prepared, for reasons not dependent on the Supplier, the terms of payment will also start from the notice of goods ready and, at the expense of the Customer, the storage/deposit costs equal to € 20.00/die per cubic meter of material with exemption of the Supplier from any liability for fire or damage. The compensation of the greater damage eventually suffered by MARRONE S.RL remains unaffected, as well as the application of the penalty for delay referred to in paragraph 3.5 of this article.
3.11 If, prior to their execution, the fulfilment of obligations of MARRONE SRL has become – for any reason unforeseeable by an entrepreneur in the industry with normal experience – excessively burdensome in relation to the originally agreed consideration – so as to change the ratio in the same extent equal to or greater than 10% – MARRONE SRL may request a revision of the contractual conditions or, failing an agreement within 15 days of the request, may terminate the contract without charges and/or penalties whatsoever and without the Customer can claim anything as refund, compensation and/or indenisation.
3.12 In case of delays in delivery, the Customer cannot otherwise resolve the contract for default by the Supplier, unless such delay exceeds 180 business days than the date of delivery provided for in the contract – namely pursuant to paras. 3.8 and 3.9 above – and provided that the causes for the delay are attributable to severe negligence of the Supplier.

Art. 4 Transport. Packing and Return

4.1 The goods travel at Customer’s risk unless otherwise agreed in writing. The delivery of goods to every effect is understood as occurred at the time of delivery to the carrier or freight forwarder and the contract is always concluded at the headquarters of the Supplier, even if the negotiations were conducted by agents who must always be understood as nakedness of any representative power. The above is subject to the provisions of the provisions of Article 3.3 above.
4.2 In case of non-correspondence between the quantity of goods shown on the transport documents or other equivalent document (C.M.R., etc.) and that the Customer declares to have received, it prevails what is shown in the transport document or other equivalent document implemented by the Parties (C.M.R., etc).
4.3 The packaging of the goods sold complies with the regulations on transportation by land, on rail vehicles and by sea. Packaging other than the standard implemented by the Supplier will result in an increase of the price to be agreed at the time of the purchase order.
4.4 In the absence of specific agreements for special packaging, MARRONE SRL will take care of the packing, as usual, and the Customer acknowledges that packing has been performed in a workmanlike manner. The Supplier will not accept the return of the packages above unless there are particular agreements for special packaging or pallets or other.
4.5 MARRONE SRL will not accept returned goods unless specifically authorized by it in writing.
4.6 In the event that MARRONE SRL authorizes in writing the return of products, these must be returned in their original packaging. The goods returned must be accompanied by a return transport document showing the quantity and description of the items returned. In case of returns unauthorized by MARRONE SRL, they will be rejected and returned at the expense of the sender whom the withdrawal costs will also be charged to.

Art. 5 Prices

5.1 Prices, excluding VAT, are intended for goods delivered “ex works” of Zoppola (PN), Italy, unless otherwise agreed in writing. The prices shall be construed as unitary.
5.2 The prices do not include the costs related to the export (customs duties, import tax, etc.), as well as the costs of loading/unloading, transport and insurance; amounts that remain the responsibility of the Customer.

Art. 6 Claims

6.1 Complaints of any kind and those of apparent defects to be valid must be made by certified mail or by registered letter, in Italian, directly to the Supplier’s headquarters within a deadline, subject to nullity, of 8 (eight) days from the arrival of the goods, subject, in any case, to the provisions of paras. 6.6. and 6.7 below.
6.2 In no event, it shall be valid claim any failure to meet the colour or finishing of the material to be delivered than what is shown in the catalogues of MARRONE SRL. The colours of the items shown in the images of the Catalogues, Website of the Supplier, Magazines, etc. are only indicative as the same images shall be construed as indicative of the production of MARRONE SRL. The Supplier reserves the right to change, without prior notice, the technical and aesthetic characteristics of its production according to the continuous technological evolution, thus guaranteeing in any case the quality of the material sold.
6.3 The Customer acknowledges that the product supplied may differ in appearance and, in some cases, in size than what is shown in the leaflets of MARRONE SRL (Catalogues, Drawings, Website, advertising on specialized magazines, etc.).
6.4 Given the type of material provided by MARRONE SRL, any colour in homogeneity of the products sold cannot be the subject of the claim.
6.5 Any changes to the final product made by MARRONE SRL with respect to any drawings delivered by the Customer can never be the subject of a complaint and/or dispute for alleged discrepancies with respect to the product manufactured, applying, as a result and to that end, only the final drawings, the so-called final “as built” or “shop drawing” countersigned for acceptance, prepared by MARRONE S.r.l. or presumptively accepted by the Customer pursuant to the Article 2.2 above.
6.6 After delivering the material to the Customer (the delivery always intends to be perfected at the premises of the Supplier), it is considered accepted and appreciated by it with the signature of the delivery note, directly or through the appointed transporter, both in relation to quality and to the number of pieces and accessories of use. The Supplier assumes no responsibility for missing or altering materials for any reason after the direct delivery to the Customer or to the carrier, who always takes place at the headquarters of MARRONE SRL.
6.7 The recipient undertakes to examine the goods accurately upon delivery at the MARRONE SRL headquarters and to identify any discrepancy or damage in writing. Missing, damaged or tampered with packages will be strictly specified on the delivery document of the goods prior to the signing thereof by the recipient, a copy of which will be promptly dispatched to the Supplier MARRONE SRL subject to the forfeiture of the Customer’s rights no later than 3 (three) business days after delivery always taking place at the headquarters of MARRONE SRL. General reserves will not be accepted by MARRONE SRL, such as, by way of example, “with reserve, subject to further check” and other similar sentences.
6.8 The complaints against the invoice evidences must be made in the same way within the peremptory term of 8 (eight) days from the receipt of the invoice, which will be issued within the term of law or that conventionally agreed between the Parties.
6.9 Any non-evident and non-identifiable conformity defects following the inspection of the goods made upon delivery at the MARRONE SRL headquarters must be reported by the Customer, under penalty of forfeiture, by certified e-mail or registered letter with acknowledgment of receipt, in Italian or English, directly to the Supplier’s premises within the peremptory term of 8 (eight) days starting from the time when the goods arrived at the Customer’s premises.
6.10 Any other form of communication of the existence of faults and/or defects and/or lack of conformity of the goods will not be suitable to prevent the invalidity if not carried out in the forms and terms provided above.

Art. 7 Warranty of the Supplier

7.1 The Customer shall grant the Supplier all manufacturing tolerances of the ancillary dimensions and types. If the goods could not be partially used for material defects or other defects objectively attributable to the Supplier, the Seller is obliged to repair and/or replace it in the shortest possible time or, in case of impossibility of repair and/or replacement of the product, it shall proceed to a reduction of the price paid, excluding all other rights or claims of the Customer for any reason. The extent of the reduction of the amount paid by the Customer to MARRONE SRL shall never exceed 40% of the price actually paid for the product disputed and in any case the determination of the reduction will be submitted to the technical assessment of a third party designated by MARRONE SRL.
7.2 MARRONE SRL grants no guarantee regarding the compatibility of the products with other products used by the Customer and/or the final purchaser of the latter, nor provides any guarantee regarding the suitability of the products for the specific use desired by the Customer’s final purchaser and/or by the Customer itself.
7.3 The Supplier is not liable for damage to the goods to be delivered resulting from negligence and/or failure to follow the operating instructions by the Customer and/or third parties.
7.4 Those complaints that will be received in a manner other than that in the provisions of Art. 6 “CLAIMS” will not be taken into account.
7.5 The authorization to send the replacement goods under guarantee must always be understood conditioned to the effective check by MARRONE SRL of the validity of the Customer complaints: it is subject to the prior payment of the ordered replacement goods, subject to next steps for accreditation referred to below.
Any credit will be made only after the Supplier has authorized the withdrawal and received the goods disputed and checked the reasons of the complaint.
If the returned material check shows that the claim reasons are not attributable to the Supplier, the Customer shall not be entitled to any credit.
7.6 All items provided by the Supplier are guaranteed, except as further specified in Art. 6 above, in terms of quality and workmanship processing, for 12 months from the delivery date, which always takes place at the headquarters of MARRONE SRL. Any costs of repair carried out directly by the Customer or by third parties appointed by it will not be recognized, without the prior written authorization of the Supplier MARRONE SRL.
7.7 The Customer, in order for the warranty to be operational, must return the material to the MARRONE SRL factory, accompanied by a regular return note, showing the invoice number and serial number of the equipment to which the component to be replaced belongs.
7.8 Knobs, movable or removable plastic parts, indicator lamps, glass parts, external pipes and any accessories are specifically excluded from the guarantee of the Supplier. Also excluded from the warranty of the Supplier are all parts damaged during or due to transportation, bad and incorrect installation or maintenance, due to lack of capacity or abnormality of electrical, plumbing and gas/steam systems, due to insufficient chimneys and discharges, due to poor fuel quality, negligence or inability to use, the tampering, the use of not suitable pans and accessories and, in any case, reasons not depending on MARRONE SRL.
7.9 The warranty is only applicable to the direct Customer of MARRONE SRL and may not be operated by third parties with a claim by the Customer, except for cases provided for by mandatory provisions of Italian law.
7.10 In any case, the warranty does not include the collection at the Customer’s premises, as well as the labour required for the assembly of the replaced rather than repaired component and any other related charges.

Art. 8 Payment modes, Allocation of Payment, Default Interest

8.1 Payments must be made in the manner specified by the Supplier in the order confirmation. If the goods supplied are customized, payments must be made, unless otherwise agreed in writing between the Parties, as to 50% by way of deposit upon receipt of the order confirmation or of the final “as built” or “shop drawing” projects drawn up by MARRONE SRL as per Article 2.1 above and the remaining balance, at least 7 (seven) days before the date scheduled for the delivery of the goods at the headquarters of MARRONE SRL.
8.2 Unless otherwise specified by the Supplier, they will have discharging effect only payments made directly to the Supplier and any delays will be subject to legal interests according to the extent provided for by Legislative Decree 231/02 or to the legal rate plus two percentage points where the supply has to be carried out to a end user. The Supplier reserves the right, notwithstanding Art. 1193 of the Italian Civil Code, to allocate any payment to the oldest debts, regardless of any otherwise specified by the Customer.
8.3 The terms and conditions of payment shown in the order confirmation and invoice are considered peremptory and unconditional and different conditions are not accepted unless expressly agreed in writing with the Supplier.
8.4 Any costs associated with the payment of the fee (bank fees, stamps, etc.) remain with the Customer and the relevant amount will be shown on the invoice issued by MARRONE SRL.
8.5 The failed and/or delayed and/or partial payment of even one instalment is, by the express will of the Parties, a serious breach of the contract by the Customer as per Art. 1455 of the Italian Civil Code and will constitute grounds for ipso jure resolution of the contract pursuant to Art. 1456 of the Italian Civil Cod with faculty in any case for the Supplier to suspend work/supplies still to be executed even if they relate to another contract, being agreed that the sums paid up to that time are retained by the Supplier as compensation, except compensation for any more damage.
8.6 In the case of fractionated payment, subject to the discretion referred to above, the advance payments will be allocated first to cover value added tax (if applicable) and then the taxable amount shown on the invoice.
8.7 Payments can never be suspended, or delayed – even in part – for any reason, and the Customer has not the right to raise any objection before having properly fulfilled the obligation of payment. It is not allowed the offset against any amounts due by the Customer to MARRONE SRL without the prior written consent of the Supplier. After the payment deadline, the Supplier is authorized to issue a bank order with no other further notice, with the expenses paid by the Customer. Any exemptions or tax breaks must be specifically notified by the Customer at the time of the order; otherwise, the Supplier will apply the normal rates of Law.

Art. 9 Loss of the Term Benefit

In the event of agreed instalment payments, failed and/or delayed full and/or partial payment, even of one instalment within the agreed timetable, it will result in the immediate revocation of the Customer of the term benefit for subsequent instalments pursuant to Art. 1186 of the Italian Civil Code with the right of the Supplier to demand the entire amount agreed upon even if relating to different orders. The release of bank receivables and more generally of debt securities and any trade agreements agreed between the Parties does not constitute novation of the original obligation to pay.

Art. 10 Retention of Title

10.1 The ownership of the goods is intended as reserved to the Supplier, expressly forbidding the Customer to transfer/dispose of the goods until the complete payment of the invoice, even if settled by bills of exchange, that is until their actual payment. The payments made, in the event of default by the Customer, will benefit the Supplier as compensation for costs related to dismantling, material depreciation, except for greater damages and this is in derogation of the provisions of art. 1526 of the Italian Civil Code, with no possibility of reduction by the Judge. The Supplier is authorized to disclose the contract and the agreement perfected with the Customer by means of receipt of the proposed order to the attention of interested third parties. The Customer is obliged, subject to pay any damages to the Supplier, to inform whether its successor about the existence of the agreement between the Parties.
10.2 As long as the Customer has not acquired the ownership of the goods, it will be obliged to keep the goods in a suitable place, keeping them separate from the assets already purchased or otherwise in such a way that the former items are easily identifiable. The Customer has also to obtain insurance against damage and show the relevant contract to the Supplier, on its simple request.
10.3 The Customer undertakes to immediately notify MARRONE SRL of any enforcement actions, legal actions or encumbrances on the property subject to retention of title, in order to allow the Supplier asserting its rights.
10.4 Without prejudice to the prohibition referred to in paragraph 10.1 above, the Customer, as a guarantee of all obligations, also future, assumed towards MARRONE SRL, immediately assigns the Supplier all the credits that may accrue as a result of the sale to third parties of assets subject to retention of title.
10.5 MARRONE SRL, if requested by the Customer, may, at its sole discretion, release the retention of title, thus allowing the Customer acquiring full ownership of the assets before payment of the full amount of the consideration.

Art. 11 Interpretation - Changes

11.1 Every reference to the prices, general conditions or other informational materials of MARRONE SRL refers to the documents in force at the time of the reference, unless otherwise specified.
11.2 Except as provided by these general conditions, any changes made by the Parties to the contracts covered by these general conditions must be made in writing, subject to nullity. The derogation from one or more provisions of these general conditions shall not be interpreted extensively or by analogy and does not imply the will to disregard these general conditions in their entirety. Any invalidity of one or more clauses of this document does not make it ineffective as a whole that, subject to the unenforceability of the invalidated clause, will continue to govern the present and future relationship between the Parties.

Art. 12 Jurisdiction - Applicable Law - Disputes

12.1 All supplies and contracts concluded under the validity of these general conditions will be governed by Italian substantive and procedural law and the exclusive knowledge of the Italian Judge identified in accordance with provisions in the paragraph below.
12.2 Any dispute relating to the interpretation, performance, termination of the contracts concluded under the validity of these general conditions, will be exclusively managed, based on the value, by the Small Claims Court and/or the Court of Pordenone, with expressed exclusion of all other alternative and/or concurrent courts provided by Articles 18 and subsequent ones of the Code of Civil Procedure, even if the payment is agreed by promissory note or bill of exchange domiciled at the debtor and cannot be derogated even for warranty and for reasons of connection or communion.