Sale conditions

GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY

Ref. Valid from 10 March 2026, Rev. 01/2026

 

  1. INTRODUCTION

These General Terms and Conditions of Sale and Supply (hereinafter “General Terms and Conditions”), unless expressly and specifically waived in writing, form an integral part of all contracts relating to sales and supplies made by Palazzoli S.p.A. (hereinafter “Palazzoli” or the “Company”) and are deemed to be accepted by the Customer upon the Order Confirmation. All offers, order confirmations, deliveries and invoices issued by Palazzoli are governed by these General Terms and Conditions, unless there is an express and specific written derogation by Palazzoli. These General Terms and Conditions shall be deemed accepted by the Customer even if they differ from any general or specific terms and conditions of purchase drawn up by the Customer, which shall not bind Palazzoli in any way, unless specifically and expressly approved in writing by the latter. The General Terms and Conditions are published on Palazzoli’s website (www.palazzoli.com) and may be viewed and printed by Customers at any time. By confirming the Order, the Customer acknowledges that they have read and fully accept the contents of these General Terms and Conditions. These Terms and Conditions may be updated, supplemented and/or amended at any time by Palazzoli, which shall provide written notice thereof on its website (www.palazzoli.com). Such updates, amendments and/or additions shall apply to supply and sales orders received by Palazzoli on a date subsequent to that of publication on the website. The possible nullity or invalidity of any provision of these General Terms and Conditions, including where arising from subsequent legislation, shall not affect the validity and effectiveness of the other provisions. Any tolerance by the Company of conduct by the Customer that conflicts with any of the provisions of these General Terms and Conditions shall not constitute a waiver of the rights arising therefrom, nor shall it prejudice Palazzoli’s right to demand strict compliance with the terms and provisions set out in these General Terms and Conditions.

 

  1. OFFERS, ORDERS AND CONCLUSION OF THE CONTRACT

Each contract of sale and supply shall be deemed concluded exclusively upon the Customer’s receipt of the Order Confirmation from Palazzoli. Upon receipt of the Order Confirmation, the Customer shall be responsible for checking all the details contained therein; such details shall be deemed accepted unless contested in writing within three working days of the date of receipt. Orders and Order Confirmations must be made in writing. Palazzoli reserves the right to accept different methods of placing Orders. Should the Customer receive an Order Confirmation from Palazzoli containing terms and/or conditions that differ from the Order submitted, the contract shall nevertheless be deemed concluded under the terms set out in the Order Confirmation three working days after the Customer’s receipt thereof, provided the Customer has not raised any written objection to Palazzoli. Any Offers made by Palazzoli to the Customer shall remain valid exclusively for the period specified therein, after which they shall lapse without the need for revocation. Unless otherwise expressly stated, the Offer shall be deemed valid for sixty days from the date of dispatch by Palazzoli. Where the Order is preceded by an Offer from Palazzoli, the Customer must refer to it in the Order, it being understood that the terms and conditions of sale and/or supply specified in the Offer shall become binding on Palazzoli only if and to the extent that the Order is subsequently confirmed by Palazzoli in writing. The receipt of any deposit on the Order by Palazzoli shall not constitute acceptance of the Order unless followed by an Order Confirmation. Any cancellations and/or amendments and/or additions to the Order as set out in the Order Confirmation issued by the Company shall have no effect unless previously authorised or subsequently accepted in writing by Palazzoli. The Customer shall not be entitled to request the cancellation of Orders for products specifically designed in accordance with the Customer’s specifications, unless expressly authorised in writing by Palazzoli. Consequently, the Company shall not process requests to suspend deliveries of “custom-made items”. In the event that Palazzoli authorises the cancellation of a supply to be carried out to the Customer’s specifications, the Customer undertakes to purchase all products supplied by Palazzoli to ensure the fulfilment of individual orders or to meet any ongoing supply obligations agreed with the Customer. The conclusion of the sales and/or supply contract is conventionally deemed to take place at Palazzoli’s registered  office. Quotations, preliminary designs, etc., attached to the Offer and/or the Order, are the exclusive property of Palazzoli and may not be disclosed by the Customer to third parties, including subcontractors, without specific written authorisation.

 

  1. PRODUCT CHARACTERISTICS

The Products covered by these General Terms and Conditions are those indicated in Palazzoli’s catalogues or similar documents, with the technical and performance characteristics specified therein or which may be agreed and specified in writing upon conclusion of the contract. The indication that a Product is available is not binding on Palazzoli until the Order is placed, and is understood to refer to normal working and supply conditions. Any information and/or data regarding the characteristics and/or specifications of the Products contained in catalogues or similar documents are indicative and non-binding and may be modified by Palazzoli at any time, without prior notice. Palazzoli reserves the right to make non-substantial modifications to the Products which, without altering the essential characteristics of the Products themselves, may prove necessary or appropriate, without the Customer being entitled to make any claim or complaint on this ground. Regardless of the final destination of the Products and unless otherwise agreed in writing between the Parties, Palazzoli guarantees only the conformity of the Products with the technical and safety standards laid down by Italian legislation, as well as those of the European Union, provided that and to the extent that the latter have been transposed into Italian law and are binding for the purposes of the marketing and/or installation of the Products in Italy. Any additional or different requirements imposed by the local legislation of the country of destination of the Products must be reported and specified in writing by the Customer under their sole responsibility at the time of the Order and shall be binding on Palazzoli only if expressly and specifically accepted by the latter. The Customer acknowledges that they are aware of the safety regulations relating to the use and operation of the Products offered by Palazzoli.

 

  1. PRICES

Unless otherwise agreed in writing between the Parties, the prices and discounts indicated in the relevant Order Confirmation shall apply to each order or, failing that, the prices set out in the price lists provided by Palazzoli and in force at the time the contract is concluded in accordance with Article 2 above. Palazzoli reserves the right to amend, unilaterally and with immediate effect, the prices set out in the price list by giving notice on its website. Should, during the course of the supply and following the Order Confirmation, there be any increases in the prices set out in the price list due to circumstances beyond Palazzoli’s control (by way of example: increases in the price of raw materials or labour costs, or changes in exchange rates), Palazzoli reserves the right to adjust the list prices and/or those stated in the Order Confirmation, by giving written notice to the Customer, who shall have the right to withdraw from the contract for the supplies subject to the price increases, by giving written notice to Palazzoli no later than three days and simultaneously making payment for the supplies already delivered. Prices are exclusive of VAT and any other applicable taxes to be levied in accordance with specific legal provisions. Unless otherwise agreed in writing, prices are ex-works Palazzoli (Via F. Palazzoli, 31, Brescia, Italy) and include standard packaging. Palazzoli reserves the right to use the type of packaging it deems most suitable for the type of transport agreed with the Customer on a case-by-case basis, without the Customer being entitled to make any claim or complaint. Transport costs, customs duties, taxes and charges of any kind, including any costs for inspection, installation, commissioning and testing, shall always be borne by the Customer, unless otherwise agreed in writing. Any special packaging must be requested in advance and in good time by the Customer and confirmed in writing by Palazzoli, which shall notify the Customer of the additional charge due. Any expenses and additional costs relating to modifications and/or additions to the Products requested by the Customer and not provided for in the Order Confirmation, where deemed feasible by Palazzoli and authorised in writing by the latter, shall be borne entirely by the Customer. In the event of changes to the quantity and/or type of Products covered by the Order Confirmation requested by the Customer and authorised in writing by Palazzoli, and in the event of extensions to delivery times for the reasons set out in Article 6 of these General Terms and Conditions, Palazzoli may amend the prices indicated in the Order Confirmation, notifying the Customer accordingly.         

 

  1. PACKAGING – TRANSFER OF RISK

Irrespective of what has been agreed regarding transport or insurance costs (either specifically or by reference to an Incoterms delivery term), delivery and the consequent transfer of risks shall be deemed to have taken place, in all cases and for all purposes, upon collection of the Products by the Customer from Palazzoli, or, in the case of shipment, upon handover of the goods to the carrier. Palazzoli shall not be held liable for any damage that may occur during the loading of the Products onto the means of transport. The disposal of the Products’ packaging shall be carried out at the Customer’s expense. Under no circumstances shall Palazzoli be held liable for failed or irregular deliveries by carriers, it being expressly understood that the goods, even if sold carriage paid or delivered to the location specified by the Customer under special agreements, are always transported at the Customer’s sole risk and peril, and the Customer is responsible for inspecting the goods upon delivery. Should the Customer fail to collect the Products or accept delivery thereof, the Company shall be entitled, fifteen days after issuing a formal notice and without prejudice to the remedies provided for by law, to terminate the contract and sell the uncollected Products at the best price, retaining definitively and by way of a penalty the deposit already paid by the Customer. The difference between the contract price (plus storage and preservation costs) and the proceeds from the sale to third parties shall constitute a debt owed by the Customer, on which interest shall accrue at the rate specified in Article 7. This is without prejudice to Palazzoli’s right to compensation for any further damage suffered. Any returns of the Products must be authorised in advance by Palazzoli and delivered, at the Customer’s sole expense, to the warehouses at the Palazzoli Plant. Returns must always be accompanied by a valid delivery note and bear the original shipping label, together with the authorisation number provided by Palazzoli. Under no circumstances shall authorisation of a return be construed as an acknowledgement of faults and/or defects or of the Customer’s warranty rights.

 

  1. DELIVERY TERMS

The delivery terms stated in the Order Confirmation always refer to the date on which the Products are made ready by Palazzoli and do not take into account transport times or any testing at the destination. In any case, delivery times are to be considered merely indicative and shall in no circumstances constitute a strict deadline. Except in cases of wilful misconduct or gross negligence, therefore, any delays in delivery or partial fulfilment of deliveries shall not give rise to any liability on the part of Palazzoli, nor shall the Customer have the right to cancel the Order and/or to claim compensation or damages of any kind. By collecting and/or accepting the late delivery, the Customer waives any claim in relation to the delay. Should the Customer, during the fulfilment of the Order, request changes to the quantity and/or type of Products covered by the Order Confirmation and these be authorised in writing by Palazzoli, the latter shall notify the Customer of the new delivery dates, which, even in this case, shall be purely indicative. Any penalties for delay must be expressly accepted in writing by Palazzoli in the Customer’s Order and, where applicable, shall be deemed to include all items of damage, thereby excluding any entitlement to compensation for further damage.

 

  1. PAYMENT AND INVOICING

Payments must be made by the Customer within the terms and in the manner specified in the Order Confirmation, or, failing that, as indicated on the invoice, or, in the absence of any such provision, must be made by direct remittance upon delivery of the Products. The payment terms are to be considered essential. Where it has been agreed that payment is to be made by direct remittance, this must be made by bank transfer with a fixed value date in favour of the beneficiary on the day on which payment is due. In the event of late payment, the Customer shall be liable to pay interest on arrears from the date and at the rate provided for by Legislative Decree No. 231/2002, as amended by Legislative Decree No. 192/2012 and subsequent amendments and additions, in addition to compensation for any further damages. The Customer may not derogate from Legislative Decree No. 231/2002, as amended by Legislative Decree No. 192/2012 and subsequent amendments and additions, nor suspend or delay payment of the price for any reason, nor validly raise any objection before having paid the price in full.

 

  1. SUSPENSION OF DELIVERIES

Failure to pay, late payment or partial payment of a Palazzoli invoice or debit note by the due date; the occurrence of events that adversely affect the Customer’s financial or economic position (including, by way of example, one or more protested bills, enforcement proceedings, the creation of pledges and/or mortgages, an application for administration under court supervision, a composition with creditors, or cessation of business) and any other event constituting a breach by the Customer shall result in the Customer forfeiting the benefit of the payment term, and Palazzoli shall therefore be entitled to take immediate action to recover existing debts, even if they are not yet due and payable, at any time, without any obligation to give prior notice and/or comply with formalities. Should any of these circumstances arise, Palazzoli shall be entitled, at its sole discretion and without thereby incurring any liability for damages, alternatively: (i) to proceed with the fulfilment of the Order in any event, (ii) to suspend and/or refuse delivery of Products ordered but not yet delivered, even where such Products are unrelated to the non-payment or delayed payment in question, until full payment of the amount due by the Customer has been made; (iii) to request payment guarantees and/or different payment terms and methods from the Customer, both for supplies currently in progress and for subsequent ones.  

 

  1. LIMITATION OF LIABILITY

Palazzoli’s guarantees and liabilities arising from and in relation to sales and/or supply contracts concluded on the basis of these General Terms and Conditions are limited to those expressly set out in these General Terms and Conditions, except as provided for by mandatory or non-derogable provisions of law or by the parties’ agreement set out in writing. Except in cases of wilful misconduct and/or gross negligence, Palazzoli shall in no event be held liable to the Customer, whether contractually, extra-contractually or otherwise, for loss of profit, direct, incidental or consequential damages, damage to property and/or persons, direct or indirect losses of any kind (including personal injury and damage to property) arising from the Products being sold and supplied. The Customer acknowledges and agrees that Palazzoli’s liability (whether contractual, pre-contractual, non-contractual or of any other nature) of Palazzoli towards the Customer for direct, indirect, consequential or other damages, by way of compensation or indemnity, as provided for by law and/or these General Terms and Conditions and/or the Order Confirmation, shall in no event exceed a total amount equal to 100% of the price of the Products ordered by the Customer. Under no circumstances shall Palazzoli be liable to reimburse and/or indemnify the Customer for any sum which, for whatever reason, the Customer may be required to pay to third parties by way of compensation or indemnity in connection with the sales and/or supply contracts entered into with Palazzoli. The provisions contained in this article shall in any event prevail over any other provision contained in the Customer’s Order that may be inconsistent with them.

 

  1. FORTUITOUS EVENTS AND FORCE MAJEURE

Palazzoli shall not be liable to the Customer for any breach, including delayed or failed delivery, attributable to causes beyond its reasonable control or otherwise attributable to unforeseeable circumstances or force majeure, such as, by way of example only, the failure to deliver materials in production, machine breakdowns, strikes and other industrial action, acts of terrorism, power, electricity or gas cuts, or transport difficulties, natural disasters, administrative seizure measures, laws or regulations of any state or local body or administrative authority.

 

  1. COMPLIANCE WITH PRODUCT REGULATIONS

Without prejudice to the provisions of Article 3, Palazzoli guarantees that all products comply with the requirements prescribed for their marketing by the national regulations in force at the time of the Order Confirmation. Palazzoli accepts no liability in the event of installation, maintenance and use that is improper and/or does not comply with current regulations and the instructions for use provided by Palazzoli. It is the sole responsibility of the Customer, should they export, re-export, import or in any other way transfer Products supplied by Palazzoli, to comply with the regulations in force in the country of destination and to obtain the necessary authorisations for this purpose. The Customer must also inform Palazzoli promptly, and in any event prior to the dispatch of the Products, of any modifications requested for this purpose, Palazzoli being entitled either to decline the request, completing the Order in accordance with the terms agreed in the initial Order Confirmation, or to agree to carry out the modifications, with the additional cost charged to the Customer and a new indicative delivery date provided. The quality and certification marks indicated on printed material are to be understood as valid at the time of printing of the documentation. The updated list of marks is available on the website www.palazzoli.com and via the Customer Service.

 

  1. COMPLAINTS

Upon delivery, the Customer is required to inspect or have the individual Products inspected, and to report any discrepancies in the quantity or type of Products to the Company or, in the case of shipment, to the carrier, at the same time; and is required, in any event, notify Palazzoli in writing within and no later than the following eight days, failing which the warranty shall lapse, of any defects or discrepancies found, specifying precisely the batch or defective Product, the relevant delivery date and the nature of the defect. Any latent defects must be reported, failing which the warranty shall lapse, within and no later than seven days of discovery in the same manner. The Customer shall not be entitled to any warranty rights if the complaint is submitted after the expiry of the warranty period specified in Article 13.  In the event of a complaint regarding defects or non-conformities in the products, the Customer must keep the disputed Products available to Palazzoli and, should the Company so request, arrange to return them in the manner specified for the necessary checks. The provisions of Article 5 of the General Terms and Conditions apply to returns. Palazzoli, at its sole discretion, may activate the relevant warranties in accordance with Article 13 of these General Terms and Conditions. In any event, no expenses incurred for repairs, modifications or interventions of any kind on the Products that have been carried out without Palazzoli’s prior specific written authorisation shall be recognised. Unless there is express written authorisation from Palazzoli, the submission of a complaint does not entitle the Customer to suspend or delay payments due for the Products subject to the complaint, nor for other deliveries already made or to be made, nor does it entitle the Customer to suspend or cancel other Orders already confirmed.

 

  1. WARRANTIES

Palazzoli warrants, subject to the conditions and terms set out in Article 11, that the Products are free from defects in materials and workmanship and comply with the technical specifications required by the legislation in force at the date of sale or supply, within the applicable tolerances and provided the Products are correctly installed and used. Palazzoli’s Warranty applies exclusively in favour of the Customer and may be invoked only by the latter. The warranty for materials sold within Italy is valid for one year from the date of delivery of the Product to the Customer, unless otherwise provided for by mandatory legislation. Under no circumstances shall the validity of the warranty be deemed suspended or extended as a result of the Customer or their successors failing to install and/or commission the Products, or doing so at a later date. Any replacements and/or repairs carried out by Palazzoli during the warranty period shall not result in an extension of the warranty period, nor in a renewal of the warranty. The Palazzoli Warranty shall, however, be excluded in the following cases: (i) damage to the Products during transport; (ii) the Products being unsuitable or unfit for use as a result of an error on the part of the Customer or the technicians appointed by the Customer; (iii) failure of the Products to comply with technical or functional characteristics additional to and/or different from those specifically indicated in the technical data sheets; (iv) damage resulting from incorrect installation or use, or in any case not in accordance with the instructions contained in the User and Maintenance Manual, where provided, or improper use in general; (v) failure to carry out routine and non-routine maintenance; (vi) damage caused by electrical overload, unforeseeable circumstances, negligence and any other cause not attributable to an original defect in the Products; (vii) defects or damage resulting from modifications, alterations or repairs carried out by the Customer or their successors in title;  (viii) normal wear and tear of parts of the Products, to be assessed in relation to their ordinary conditions of use; (ix) aggravation of damage caused by continued use of the Products once the defect has become apparent; (x) failure, even partial, by the Customer to fulfil its payment obligations; (xi) late notification of faults or defects by the Customer; (xii) faults, defects or shortcomings in the raw materials, materials or components supplied by the Customer and/or procured by Palazzoli on the Customer’s instructions. In the event of faults or defects in the Products, of whatever nature they may be, Palazzoli’s warranty obligations are limited to the free replacement, ex-works from Palazzoli’s premises, of the parts or Products recognised as defective, to be carried out within the normal technical timeframes to be agreed between the Parties, taking into account Palazzoli’s requirements, the lead times for the Products and components to be replaced, and the complexity of any work required to rectify the defect. Palazzoli shall not carry out any work (including repair or replacement) outside its own premises, unless otherwise agreed in writing with the Customer. In the event of replacement or return for repair of the defective Product, the Customer shall receive the replaced or repaired Product in accordance with the terms and conditions set out in Articles 5 and 6 of these General Terms and Conditions. In the event of the replacement of spare parts, Palazzoli reserves the right to supply material that is equivalent in terms of functional performance, even if it does not necessarily correspond to the dimensional and/or design characteristics of the replaced product. Products returned by the Customer to Palazzoli, if replaced with others, shall be deemed to have been definitively transferred to the Company. The Warranty referred to in this article fully exhausts Palazzoli’s warranty obligations in the event of faults or defects in the Products, and any other liability or warranty, whether express or implied (including the warranty referred to in Article 1490 of the Italian Civil Code), in any way connected to faults and/or malfunctions of the Products, whether contractual or non-contractual, and whether as a primary claim or by way of recourse. In the event that the repair or replacement of the defective and/or faulty Products is not possible, the Customer shall be entitled to a refund of the price of the defective and/or faulty Products only, excluding any right of the Customer to compensation for direct, indirect or consequential damages of any kind, loss of profit or losses arising from and/or connected to the defects or faults of the Products. Any free replacement of parts, components or Products alleged to be defective, or the payment to the Customer of any sum in connection with alleged faults or defects that Palazzoli may agree to make outside the terms and conditions of validity of this Warranty, shall be considered purely discretionary and exceptional and shall in no case constitute an extension of the Warranty beyond the provisions of these General Terms and Conditions, nor shall they justify any further or subsequent claims by the Customer in derogation from those provisions. In the absence of an express acknowledgement by Palazzoli of the Customer’s right to the Warranty, all Products and/or components that the Company sends to the Customer in replacement of those alleged to be defective shall be supplied for a fee, subject to subsequent verification by Palazzoli that the Warranty applies. The Customer shall be required to pay in full the invoice issued by Palazzoli for the Products or components supplied as replacements, in the event that Palazzoli finds that the alleged faults or defects do not exist, or that the Warranty is inoperative or has lapsed, as well as in any case where the Customer fails to return the allegedly defective Products or components within the time limits specified by Palazzoli, or, in the absence of such specification, within thirty days of the Company’s request.

 

  1. EXPRESS TERMINATION CLAUSE

Pursuant to and for the purposes of Article 1456 of the Italian Civil Code, Palazzoli may terminate the Contract by means of a written declaration to be sent to the Customer by registered post with return receipt or by certified email, in addition to the circumstances provided for in Article 20 below, upon the occurrence of the following breaches:

 

  1. TERMINATION

Should a Party wish to request the termination of the contract pursuant to Article 1453 of the Italian Civil Code, it must notify the other Party in writing by registered letter with acknowledgement of receipt or certified email, and, at the same time, must give notice to comply, granting, for this purpose, a period of not less than thirty days. The Customer may not request termination of the Contract if Palazzoli has commenced execution of the Order within the specified period. In the event that the contract is terminated, the Customer must, no later than fifteen days from the expiry of the period set for compliance, deliver to Palazzoli the projects, the relevant drawings and technical documentation in its possession, and any other documents belonging to Palazzoli, without any right to compensation or remuneration of any kind.

 

  1. TERMINATION

In addition to the cases provided for by law, Palazzoli shall be entitled to withdraw from the Contract in the event of:

Notice of withdrawal must be given to the Customer by registered letter with acknowledgement of receipt or certified email, to be sent with fifteen days’ notice. The Client is required to return to Palazzoli, within fifteen days of the effective date of the termination, the projects, the related drawings and technical documentation in its possession, and any other Palazzoli documents, without any right to compensation or indemnity of any kind for the termination.

 

  1. INTELLECTUAL PROPERTY

Palazzoli remains the sole owner of the patents, designs, plans and everything used in the manufacture of the products being sold and/or supplied, and the Customer undertakes not to disclose and/or hand them over to third parties and/or reproduce and/or use them. In the case of products manufactured to specific requirements and based on documentation provided by the Customer, Palazzoli accepts no liability for any infringement of third-party industrial property rights, for which the Customer shall be solely liable; the Customer undertakes to guarantee and hold Palazzoli harmless and indemnify it against any claims made against it. The Customer undertakes not to use the documentation received from Palazzoli for purposes other than those provided for in the Contract, nor to disclose to third parties, reproduce or licence the documentation received without the express prior written authorisation of Palazzoli. The Customer undertakes, upon simple request, to return to Palazzoli the documentation received and any copies thereof where such documentation, in Palazzoli’s sole discretion, is no longer necessary for the performance of the Supply.

 

  1. CONFIDENTIALITY

Any documentation or information provided by Palazzoli to the Customer, whether of a commercial or technical nature, including the terms and conditions of the Offer, drawings, designs and price lists not published on the Company’s website, is strictly confidential and, therefore, the Customer undertakes not to disclose or communicate it to third parties, including any subcontractors, nor to use it for purposes other than the conclusion and performance of the supply and/or sales contract, even after the termination of the relationship, unless specifically authorised in writing by Palazzoli. Palazzoli reserves the right to take legal action, including through the courts, against any breach by the Customer of their duties of confidentiality and secrecy.

 

  1. PROCESSING OF PERSONAL DATA

The Customer authorises the processing of personal data in accordance with the applicable privacy legislation and in compliance with security and confidentiality obligations, in order to enable the Company to fulfil its contractual and regulatory obligations or, in any event, for administrative and accounting purposes. The Customer acknowledges having read and understood the specific privacy policy published on the Company’s website at www.palazzoli.com and approves its content, thereby giving consent to the processing of personal data.

 

  1. CODE OF ETHICS AND LEGISLATIVE DECREE 231/2001

The Customer declares that they have read, are aware of and accept the Code of Ethics adopted by Palazzoli pursuant to Legislative Decree 231 of 2001 - “Code” available on the website (https://www.palazzoli.com/media/docs/codice-etico-2021-it-en.pdf) and undertakes, within the framework of the contractual relationship with Palazzoli, to scrupulously comply with the ethical principles of behaviour and the rules of conduct contained in the “Code”, acknowledging the liabilities associated with their non-compliance.

 

  1. APPLICABLE LAW – JURISDICTION

Any dispute between the Company and the Customers relating to the interpretation and/or application of these General Terms and Conditions and/or relating to individual sales and/or supplies governed by them shall be subject solely to Italian law and shall be referred, exclusively, to the jurisdiction of the courts of Italy and to the jurisdiction of the Court of Brescia, the Customer being precluded from bringing proceedings before any other judicial authority, even in the event of warranty claims or in the event of related actions. This is without prejudice to the Company’s right to bring legal proceedings against the Customer before any other judicial authority having jurisdiction and competence over the Customer.

 

Pursuant to and for the purposes of Articles 1341 and 1342, the Customer specifically approves in writing the following terms: Article 2 (OFFERS, ORDERS AND CONCLUSION OF THE CONTRACT), Article 4 (PRICES), Article 5 (PACKAGING – TRANSFER OF RISKS), Art. 6 (DELIVERY TERMS), Art. 7 (PAYMENT AND INVOICING), Art. 8 (SUSPENSION OF DELIVERIES), Art. 9 (LIMITATION OF LIABILITY), Art. 13 (WARRANTIES), Art. 14 (EXPRESS TERMINATION CLAUSE), Art. 16 (WITHDRAWAL), Art. 21 (GOVERNING LAW – JURISDICTION).