General Conditions of Supply

Art. 1 General Provisions and Technical Terms

These general conditions, available and accessible from homepage of MARRONE SRL at the following link: URL:\\http:dev.marrone.it, regalate 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 regarding 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 to them by the Parties:
RESA MERCE = TRANSPORT
DESTINATARIO = CLIENT

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

2.1 The purchase order shall be sent to MARRONE SRL via fax or e-mail and undersigned 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, bank details, 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 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 canceled without the 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 and Delivery Terms. 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 deliver the supply directly, the Customer will first pay transport costs to MARRONE SRL: in this case, the risks of loss and/or damage related to transportation will be borne by the Customer and can for no reason be attributed to MARRONE SRL. The delivery of the goods does not, in any case, include unloading, which remains the responsibility of the Customer.
3.4 Usually, delivery of the goods takes place “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 receiving the communication with which the Supplier notifies that the products 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 fulfillment 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 any 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 Carriage, Packing and Return

4.1 The goods travel at the Customer’s risk unless otherwise agreed in writing. The delivery of goods is considered occurred at the time of delivery to the carrier or shipping agent, and the contract is always concluded at the headquarters of the Supplier, even if negotiations were conducted by agents who do not hold any representative power. This is without prejudice to the provisions given in the second paragraph of the above article No. 3.3.
4.2 In case of non-correspondence between the number of goods shown on the transport documents or other equivalent documents (C.M.R., etc.) and what the Customer declares to have received, we consider the information given in the transport document or in any 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, rail, and by sea. Additional packaging other than the standard implemented by the Supplier will require a surcharge to be agreed at the time of the purchase.
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 mentioned unless there are particular agreements for special packaging, pallets or other.
4.5 MARRONE SRL will not accept returned goods unless specifically authorized 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 returned goods must be accompanied by a return transport document reporting 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, who will also be charged of any withdrawal fees.

Art. 5 Prices

5.1 Prices, taxes excluded, are intended for goods delivered “ex-works” Zoppola (PN), Italy unless otherwise agreed in writing. Prices shall be intended per unit.
5.2 Prices are net of costs related to exportation (customs duties, import tax, etc.), as well as loading/unloading costs, transport, and insurance, which are entirely borne by the Customer.

Art. 6 Claims

6.1 Claims of any kind and those of apparent defects must be sent in Italian via certified mail or registered letter directly to the Supplier’s headquarters within a timeframe of 8 (eight) days following delivery.
6.2 Any complaint relating to failure in meeting colors or finishings of the goods delivered with what is presented in MARRONE SRL’s catalogs shall be considered unvalid. The colors of the items shown on the supplier’s Catalogues, Price lists, Website, and Magazines, are purely indicative as the same images shall be considered as symbolic of MARRONE SRL’s production. The Supplier reserves the right to change, without prior notice, the technical and aesthetic aspects of its production due to constant technological evolutions, thus guaranteeing, in any case, the quality of the goods sold.
6.3 The Customer acknowledges that delivered products may differ in appearance and, in some cases, in size with what is presented in MARRONE SRL’s illustrated material (catalogs, price lists, website, advertising on specialized magazines, etc.).
6.4 Given the type of material provided by MARRONE SRL, any color inhomogeneity concerning the products sold shall not give rise to claims.
6.5 Any modifications made to the final product produced by MARRONE SRL and based on any drawings delivered by the Customer, shall not give rise to claims and/or disputes for non-compliance with the product manufactured. Only the final drawings, the so-called final “as-built” or “shop drawing” co-signed for acceptance and provided by MARRONE S.r.l, or presumptively accepted by the Customer pursuant to the Article 2.2 above, will apply.
6.6 After delivering the material to the Customer (the delivery is always prepared at the headquarters of the Supplier), it will be considered accepted and approved through the signature applied on the delivery note, directly or through the appointed carrier, both for what concerns the quality and the number of pieces and accessories received. The Supplier assumes no responsibility for missing or altered materials for any reason after delivery to the Customer or carrier, which always takes place at the headquarters of MARRONE SRL.
6.7 The recipient undertakes to examine the goods accurately upon delivery at MARRONE SRL’s and identify and provide written details of any possible discrepancy or damage. Before the recipient signs, missing, damaged, or tampered with parcels will have to be strictly mentioned on the goods’ transport document. A copy of the document will promptly be sent to the Supplier MARRONE SRL under penalty of forfeiture of the Customer’s rights and no later than 3 (three) business days following delivery, which always takes place at the headquarters of MARRONE SRL. MARRONE SRL will not accept general purposes, such as, for example, “subject to further check” and other similar expressions.
6.8 Complaints against invoice evidence must be forwarded in the same way and no later than 8 (eight) days following the date on which the invoice is received. The invoice will be issued within the legal deadline or as agreed between the Parties.
6.9 Any lack of conformity undetectable during an initial examination of the goods at the time of delivery at the MARRONE SRL’s headquarters, must be reported by the Customer, under penalty of forfeiture, through certified e-mail or registered mail, in Italian or English, directly to the Supplier’s headquarters within the mandatory period of 8 (eight) days starting from the time the goods arrived at the Customer’s address.
6.10 Any other form of communication of the existence of faults and/or defects and/or non-conformity of the goods will not be deemed suitable if not carried out in the forms and terms described above.

Art. 7 Supplier’s Warranty

7.1 The Customer will grant the Supplier all manufacturing choices regarding dimensions and accessories. If the goods can not be used due to defective materials or other defects objectively attributable to the Supplier, the latter undertakes to repair and/or replace them in the shortest time possible. If the goods can not be repaired and/or replaced, the Supplier will apply a reduction on the price paid, excluding all other rights or claims from the Customer for any reason. The amount of the reduction on the price paid by the Customer to MARRONE SRL shall never exceed 40% of the price paid for the product disputed. In any case, the establishment of the reduction will be assessed by a technical third party appointed by MARRONE SRL.
7.2 MARRONE SRL grants no guarantee regarding the compatibility of its products with others used by the Customer and/or the Customer’s final client, and does not provide any guarantee regarding the suitability of the products for the specific use desired by the Customer’s final client and/or by the Customer himself.
7.3 The Supplier accepts no liability for any damages on the goods delivered, arising from negligence and/or non-fulfillment of operating instructions by the Customer and/or third parties.
7.4 Any complaints received by means that differ with 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 for 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 labor required for the assembly of the replaced rather than repaired component and any other related charges.

Art. 8 Payment methods, Payment Allocation, Default Interest

8.1 Payments must be made under the terms specified by the Supplier in the order confirmation. Unless otherwise agreed in writing between the Parties, if the goods supplied are custom-made, a down-payment of 50% of the price must be made to MARRONE SRL at the time of receiving the order confirmation or the final “as built” or “shop drawing” projects as reported in the above Article 2.1. The remaining balance must be paid at least 7 (seven) days prior the scheduled delivery date.8.2 Unless otherwise specified by the Supplier, only payments made directly to the Supplier will have a discharging effect. Any delays will be subject to legal interests according to the extent provided for by Legislative Decree 231/02 or to the legal interest rate increased by two percentage points if the supply has to be carried out to a consumer. The Supplier reserves the right, by way of derogation from the provisions of Art. 1193 of the Italian Civil Code, to assign any payment to the oldest debts, regardless of any other specification by the Customer.
8.3 The payment terms and conditions indicated in the order confirmation and invoice are binding, and different conditions will not be 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 Non-payment, delayed and/or partial payment of even one only installment is, for express will of the Parties, a severe breach of contract by the Customer, as established in Art. 1455 of the Italian Civil Code and will constitute a reason for terminating the contract immediately as according to Art. 1456 of the Italian Civil Code. In any case, the Supplier holds the discretion to suspend work/supplies that still have not been carried out, even if they relate to another contract. The Supplier retains the right to withhold the sums paid up to that time as indemnity, notwithstanding compensation for any more considerable damage.
8.6 In the case of staggered payment, subject to the discretion referred to above, the installments will be allocated first to cover value added taxes (if applicable) and subsequently the amount shown on the invoice.
8.7 Payments can never be suspended or delayed – not even partially – for no reason, and the Customer has no right to raise objections before having adequately fulfilled the obligation of payment. Payment through any credit owed to MARRONE SRL by the Customer is not admitted, barring any written agreement on our part. After the payment deadline, the Supplier has the authorization to issue a bank order with no other further notice, with the expenses paid by the Customer. The Customer must expressly communicate any tax exemptions or reductions at the time of the order as the Supplier will otherwise apply the regular statutory rates.

Art. 9 Acceleration clause

In the event of agreed installment payments, the failure and/or delayed payment, full and/or partial of even one single installment within the agreed time frame, will invoke the operation of the acceleration clause for the Customer for subsequent payments under ex art. 1186 c.c., which also allows the Supplier to charge the entire agreed amount even if related to different orders. The release of bank bills and more generally of debt securities and any commercial agreements agreed between the parties do not constitute a novation of the original payment obligation.

Art. 10 Title retention

10.1 The Supplier retains ownership of the goods, expressly forbidding the Customer to cede or dispose of the goods until the complete payment of the invoice, even if settled by promissory notes, until their actual payment. In case of non-compliance by the Customer, the payments made will benefit the Supplier for covering costs related to disassembly, material depreciation, and transportation, except for more significant damage that will be taken care of as specified in art. 1526 of the Italian Civil Code, with no possibility of reduction by the Judge. The Supplier is authorized to disclose to third parties the contract and the agreement perfected with the Customer employing the receipt of the proposed order. 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 purchased the ownership of the goods, he will be obliged to keep the goods in a suitable place, keeping them separate from any other already purchased products or otherwise in a way they can be easily identifiable. The Customer also will have to take out an insurance policy against damages and show the contract to the Supplier on 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.