These Sales Terms govern the terms and conditions of sale of the goods sold and/or produced (hereinafter referred to as Goods) by Decosil Srl (hereinafter referred to as Decosil). These General Conditions of Sale govern and form an integral part of all sales contracts concluded between Decosil and professional customers as defined in the following clause 1 (hereinafter referred to as the Customer), even when purchase orders for the Goods in the DECOSIL catalogue are submitted over the telephone, verbally, by fax, mail or e-mail, or online. Decosil reserves the right to modify the following conditions of sale. Any such changes will become effective from the moment they are presented at Decosil's headquarters and published on the site http://www.decosil.it, and shall be applied to sales as of that point. 1. CUSTOMERS 1.1 Decosil produces and markets moulds, food containers, accessories, and other utensils: in silicone, plastic or mixed materials for use by confectioners, ice-cream parlours, and in the kitchen for the decoration, consumption or storage of food; and in silicone rubber for moulds for food and other. 1.2 By accepting these General Conditions of Sale, the Customer declares that the purchase of Decosil's Goods is purely for professional purposes, more exactly pertaining to their business or professional activity. Contracts with Decosil shall not, therefore, be governed by consumer protection laws. 2. CONTRACTOR'S OBLIGATIONS WITH RESPECT TO THESE TERMS AND CONDITIONS 2.1 Before submitting a purchase offer in accordance with clause 4 below, it is mandatory to carefully read these General Conditions of Sale. When a purchase offer is submitted, it is assumed that these have been read, understood, and accepted in full. 2.2 The Customer elects domicile at the address indicated at the time of submitting the offer. 2.3 The Customer shall expressly and for the duration of the relationship, in the interest of complete and proper fulfilment of its obligations to Decosil, communicate immediately, by registered mail with return receipt, any change in address of its head office and/or premises in relation to that given in the aforementioned offer, as well as any changes to its other facilities, local branches, warehouses, offices or venues and the new addresses of these, and any changes to its telephone or fax numbers or e-mail addresses. 2.4 In the absence of notice of the above-mentioned change of address, all notifications and/or communications sent by or on behalf of Decosil to the Customer's address indicated in the offer will still apply. 2.5 It is strictly forbidden for the Customer to provide false and/or fictitious data in the purchase offer and in any other communications with Decosil. 3. ACCEPTANCE OF THE GENERAL CONDITIONS OF SALE 3.1 By submitting a purchase offer to Decosil as indicated in clause 4, the Customer confirms to fully and unconditionally accept these Conditions of Sale and to observe these in its relations with Decosil, declaring that they have carefully read and accepted all the requirements contained therein, and noting that Decosil will not be bound to different conditions unless previously agreed in writing. 4. SUBMISSION AND ACCEPTANCE OF PURCHASE ORDER 4.1 A customer has to be of legal age to submit a purchase order. 4.2 The order submitted by the Customer is irrevocable pursuant to Article 1329 of the Italian Civil Code. 4.3 The Customer may cancel the order, however, by ensuring that Decosil receives a written request to that effect by 10 a.m. the day after submitting said order, and Decosil has the right to either accept it or turn it down. Under no circumstances can Decosil accept requests for cancellation of orders for goods made to the Customer's own specifications. 4.4. In any case, the order shall not be binding for Decosil. 4.5 Customers may submit purchase offers which, as such, do not constitute the conclusion of a sale; said sale shall be finalised only upon Decosil's proper acceptance sent by fax or by e-mail to the number or to the e-mail address indicated in the same purchase offer. 4.6 However, commencement of performance of the contract by Decosil is tantamount to acceptance of the purchase offer made by the customer. 4.7 All purchase orders addressed to Decosil must be complete in their entirety and must contain all the data necessary for proper identification of the Goods ordered. Decosil reserves the right not to accept incomplete or ambiguous purchase offers. 4.8 The minimum amount for each order shall not be less than a value of € 50.00 excluding VAT. 4.9 Decosil shall have until the fifteenth business day after receipt of the purchase offer to accept it. 4.10 Decosil is entitled to have until the tenth working day after acceptance of the offer to terminate the contract due to unavailability of the goods or acts of God, or causes not attributable to Decosil, and shall inform the customer as soon as possible and return any payments already received, without any obligation to offer a refund or compensation of any kind. 4.11 Decosil shall in no way and under no circumstances be responsible for any infringement of industrial and intellectual property rights in connection with their goods customisation requested by the Customer. In this respect, the Customer shall never hold Decosil liable for any prejudicial consequences. 5. PRICES 5.1 The prices listed by Decosil at its headquarters and published on the site http://www.decosil.it are in Euros (€) and are per package and exclusive of VAT. 5.2 The prices, including those of any offers in said list and in the catalogue, are valid until stocks are exhausted or until the date of validity indicated for the specific offer. 5.3 However, Decosil reserves the right to change these prices, and new prices are understood to automatically replace the old ones upon their presentation at the headquarters and publication on the relevant pages of the website. 5.4 Invoices will bear the address specified by the Customer in the purchase offer and shall be sent by post or e-mail. 6. PAYMENTS 6.1 The Customer undertakes to pay the agreed price exclusively in Euro. 6.2 Unless otherwise agreed in writing, the Goods must be paid by bank transferor or by credit card. 6.3 The amount is to be paid at Decosil's elected domicile: the place of payment remains valid even in the case of payments by bank receipts, bills, instalments, money order, bank transfer or cash on delivery that are not made or not completed successfully. 6.4 The customer cannot, in any case, propose exceptions in order to avoid or delay the payments still due to Decosil. 6.5 In any case, any failure to pay any sum due to Decosil, either in full or in part, entitles the latter to suspend any subsequent delivery of Goods planned, and will result in the immediate adding of interest at the rate determined in accordance to Legislative Decree no. 231 of 2002 and the debiting of any resulting expenditure. 6.6 In the case of payment to Decosil more than fifteen days after the deadline, the contract shall be terminated in accordance with Article 1456 of the Italian Civil Code when Decosil claims to resort to this termination clause. 6.7 Decosil reserves ownership of the Goods, in accordance with Article 1523 of the Italian Civil Code, until full payment of the agreed price and any interest and other sums owing. 7. CARRIAGE OF GOODS AND TRANSPORTATION 7.1 Unless otherwise agreed, the seller pays the freight for the carriage of the goods to the agreed point at the named place of destination (Incoterms 2010), with indication in the invoice and reimbursement of the cost of carriage according to the terms granted to Decosil by the carrier chosen by Decosil for carriage. 7.2 Delivery of the Goods ordered and the simultaneous transfer of risk are considered to be complete when the Goods are assigned to the carrier. 7.3 The time of delivery of the goods, even when indicated upon acceptance, is always to be considered as indicative and can under no circumstances be invoked as a reason for cancellation of the order, claims, penalties, damages or other, because it depends on the effective capacity of the manufacturer to meet orders. 7.4 The Customer undertakes to carefully check the goods on delivery. 7.5 Until proven otherwise, the quantity of Goods delivered that is agreed by both parties will be only that indicated by Decosil in the transport documents. 7.6 Any claim for damage, theft or loss of Goods must be made out in detail and in writing upon receipt of the same goods, with a notification for the carrier and a note on the transport document and its shipping policy. 7.7 Immediately afterwards, the Customer must inform Decosil by fax at the following number +39 049 8848069 or by e-mail at firstname.lastname@example.org. 7.8 In particular, in the event that the number of packages does not match the one specified in the Transport Document, the Customer must sign said Transport Document, indicating in detail the number of missing packages and the type of products that they should contain. 7.9 In case of theft, loss and/or damage to the Goods, Decosil is not obliged, for any reason, to offer the Customer compensation for the Goods stolen during transport, lost and/or damaged by the carrier. Decosil reserves the right to eventually pay the Customer € 1.00 (one Euro/00) per net kilogram of goods stolen, lost or damaged. 8. STORAGE OF GOODS 8.1 In the event that the referral of the goods by the carrier to the customer is not possible for reasons attributable to the latter (for example, due to unknown recipient address, recipient absent, refusal of goods, etc.) the Customer shall be debited an administrative charge for storage equal to € 15.00 (fifteen Euros/00) excluding VAT and a cost of redelivery equal to 50% (fifty per cent) of the transport costs. The Customer shall be sent an invoice for the costs. 8.2 Decosil shall inform the customer of the place where the goods have been stored. 10 (ten) days after said notice, any goods not collected by the Customer shall be returned to Decosil. 9. GUARANTEE 9.1 For enforcement of the legal guarantee, the Customer must submit to Decosil a copy of the sales invoice for the disputed Goods and the transport documents: complaints are valid only if made in writing and providing precise and detailed information that can allow Decosil to perform prompt and comprehensive verification of the disputed Goods. 9.2 Any defect, non-conformity or deficiency in terms of the essential or promised qualities of the goods must be reported to Decosil within eight (8) days of discovery. 9.3 Defects, non-conformities or deficiencies in terms of the essential or promised qualities due to tampering, theft, transport or incorrect use of the Goods are excluded from the guarantee. 9.4 In particular, in the case of supply of liquid or pasty substances, the Customer forfeits the right to the guarantee if they place the Goods in tanks, cisterns, containers, etc., without said Goods, tanks, cisterns and containers having first been inspected by or on behalf of Decosil before the act of transfer of the Goods or exposure of the Goods to any polluting substances mentioned in the Product Data Sheets which inhibit their use or effectiveness. 9.5 Although Decosil can provide useful information on the characteristics of the Goods and their best method of use, the customer remains solely and exclusively responsible for the choice of the Goods ordered and compliance of the Customer's requirements with the specifications set down by each manufacturer. In particular, Decosil is not responsible in any way for any damage, loss or additional costs in connection with or resulting from the misuse of the Goods, failure of the buyer, or non-compliance with the rules specified in the technical data sheets or, in any case, with the safety regulations and prudential rules governing use of the same Goods. Decosil cannot, therefore, assume any responsibility in this regard. 9.6 Any complaint made by the Customer to the carrier cannot be considered valid for the purposes of exercising the guarantee. 9.7 It is understood, also, that any form of guarantee is forfeited if the customer fails to meet his obligations and in particular those referred to in clauses 2, 4 and 6. 9.8 It is understood that the images accompanying the guide and/or product data sheet are purely indicative and may not be fully representative and are not, therefore, a binding indication of the external appearance and packaging of the Goods, being examples subject to differ in terms of dimensions, colours etc. 10. RETURN OF PRODUCTS 10.1 Only after Decosil has sent its authorisation to return the Goods, by fax or by e-mail to the address indicated during registration, may the customer send the Goods to the Decosil warehouse at Limena (Padova) - Via Risorgimento n. 29, under the following conditions: A- the Goods must be accompanied by a copy of Decosil's authorisation for the return of Goods, as well as a transport document in the Customer's possession showing the details of Decosil's invoices and related transport documents, as well as the reason for the return; B- the Customer must return the Goods no later than fifteen (15) days after the date of said authorisation, and assume all costs and risks for the transport of the same. C- in case of supply of goods in multiple containers or packs, the packaging and labels must be intact and in the same conditions of supply, except in the case of containers or packages that the customer has previously reported as having defects or non-conformities. 10.2 In no case may Goods purchased during a promotion be returned. 10.3 Goods approaching their expiration date and in a special promotion by Decosil cannot be returned due to proximity to that date if it conforms to the one indicated by Decosil on this site or in the illustrative and promotional materials. 10.4 In the case of special packaging specifically requested by the customer, Decosil will not accept return of the Goods and packaging without the prior written agreement between the parties. 10.5 For the authorised return of Goods, Decosil will replace the Goods or refund the price already paid, issuing a credit note. 11. DATA PROTECTION 11.1 The Customer, having received the information in Article 7 of Legislative Decree no. 196 of 30 June 2003 in accordance with Article 13 of the same Legislative Decree, expressly authorises Decosil to treat, even with the use of electronic or computerised devices, and for commercial, promotional, and marketing purposes and for management and execution of this contract, as well as to communicate and/or divulge, for the same purposes for which they were collected, the data provided by him and added to the database for other companies, as well as the data related to this purchase. 11.2 By accepting the General Conditions of Sale, it is assumed that the Customer has also carefully read and fully accepted the provisions concerning the protection of personal data and the information enclosed with these general conditions and presented at the headquarters of Decosil and published on the website of the latter. 12. LAW AND JURISDICTION 12.1 The purchase offers submitted by the Customer to Decosil, the acceptance of these by the latter and any sales concluded, the use of the website www.decosil.it by the Customer, the collection and processing of data and the Customer's registration on the site www.decosil.it, are subject to these General Conditions of Sale in effect on the date of the purchase offer or otherwise by Italian laws currently in force. 12.2 The Court of Padua has exclusive jurisdiction over any disputes concerning or related to the purchase offers submitted by the Customer to Decosil, the acceptances by the latter and any sales concluded, and the collection and processing of the Customer's data. 12.3 However, as a partial exception to the provisions above, Decosil still has the right to bring cases to the Court of jurisdiction where the customer has a registered office or any operational offices, local units, warehouses, offices or outlets. 13. LANGUAGE 13.1 The sole language of this contract is italian. A translation into English is provided.
In accordance with Articles 1341 and 1342 of the Italian Civil Code, the Customer declares to have read, understood and approved in full these Sales Terms, and specifically the following clauses: 1.1 and 1.2 (identity of the customer as a professional), 2.1 (obligation of the customer to have carefully read, understood and accepted these General Conditions of Sale upon submission of the purchase offer), 2.2 (election of domicile of the customer), 2.3 (obligation of the Customer to immediately notify of any change in address) 2.4 (validity of the address indicated in online registration in case of notification of change in a manner not envisaged), 2.5 (prohibition of the Customer to communicate to Decosil false and/or fictitious data) 3.1 (wording of the purchase offer, full knowledge and full acceptance of the General Conditions of Sale), 4.2 (irrevocable offer), 4.3 (purchase offers not binding for Decosil), 4.4, 4.5 and 4.6 (termination of the contract: acceptance of the offer or facta concludentia), 4.7 (obligation of the customer to submit complete purchase offers, with Decosil's right not to accept incomplete or equivocal purchase offers), 4.8 (minimum quantity for purchase), 4.10 (possibility of unilateral termination by Decosil), 4.11 (limitation of liability and the Customer's obligation not to hold Decosil liable), 5.2 (validity of prices and any offers), 5.3 (the right of Decosil to change prices), 6.1 (obligation of the Customer to pay amounts owing) 6.2 (means of payment), 6.3 (validity of place of payment), 6.4 (inadmissibility of exceptions to delay or suspend payments), 6.5 (the consequences of late or suspended payments: the right of Decosil to suspend and/or cancel orders), 6.6 (right to resort to the termination clause in case of payments delayed by more than fifteen days, and consequences), 6.7 (retention of ownership of the Goods), 7.1 transport conditions, 7.2 (delivery and transfer of risk), 7.3 (terms of delivery of Goods), 7.4 (obligation of the Customer to carefully check the Goods), 7.5 (exclusive validity, until proven otherwise, of the amount of the Goods indicated by Decosil) , 7.6 (procedures for complaints or disputes at the time of receipt of the Goods), 7.7 (obligation to give immediate notice to Decosil), 7.8 (Customer's obligations in case of missing packages), 7.9 (inadmissibility of complaints and denunciations in case of theft, loss and/or damage to the Goods), 8.1 and 8.2 (referral of the Goods by the carrier to the Customer for reasons attributable to the latter: charging of related expenses to the Customer), 9.1 and 9.2 (term and validity for exercising the warranty), 9.3 and 9.4 (cases excluded from the guarantee), 9.5 (assumption of responsibility of the Customer relating to purchases of Goods and their use), 9.6 (complaints to the carrier do not entitle the Customer to exercise the guarantee), 9.7 (forfeiture of the right to exercise the guarantee), 9.8 (purely indicative nature of the images accompanying the data sheets and/or descriptions of the Goods), 10.1 and 10.2 (procedures for the acceptance of returns, and methods for the return of Goods: carriage paid and transportation risks borne by the customer), 11.1 and 11.2 (confirmation of careful reading, understanding and acceptance of the provisions on the protection of personal data), 12.1,12.2 and 12.3 (courts of jurisdiction and applicable law).
decosil® Srl Via Risorgimento, 29 35010 Limena - Padova - Italia Tel. +39 049 769999 Fax. +39 049 8848069