Conditions of sale

1. General conditions of sale

These general terms and conditions of sale (“General Conditions”), unless otherwise specifically agreed in writing, govern the supply relationships between GENUIT (“GENUIT”) Srl and the customer (“Customer”)

Unless otherwise agreed in writing between the parties, these general conditions of sale shall supersede and override any proposal or agreement, whether written or oral, between the parties, including but not limited to: any terms and conditions of the customer

2. Conclusion of the contract

The purchase order submitted by the customer to GENUIT is a simple contractual proposal binding only for the Customer (“Order”). Unless otherwise agreed, acceptance by the Customer of the quotation issued by GENUIT entails the issuance of an order of the same nature as provided above. The order issued on the basis of a quote (“Quote”) is valid as full acceptance of the estimate in all its terms and conditions and any change to the subject of the estimate, to be valid, must be expressly indicated in the Order

The customer’s signature of the order constitutes express, complete and unconditional adherence to these general terms and conditions of sale, without prejudice to any other agreements concluded between GENUIT and the customer in writing. The order is binding for GENUIT only after GENUIT has accepted its contents by issuing and sending the customer an order confirmation (“Order Confirmation”).

3. Object of the sale

The object of the sale is exclusively the goods described in the order confirmation, identified and selected by the customer among those presented on the GENUIT website and/or catalogues, brochures and illustrative documents of the latter (“Product/s”)

Any visual representations of the products, where present and reported in the documents listed above, normally correspond to the photographic image of the products themselves and have indicative value, without any guarantee or commitment, by GENUIT about the exact correspondence of the image depicted with the real product.

GENUIT reserves the right and the right to make technical formal and dimensional changes to its products at any time

4. Price of sale

The payment for the supply of the products described in the order confirmation is the one indicated in the relevant invoice(s) sent(s) to the customer

5. Payment

Payment of the consideration of the supply must be made according to the terms and methods indicated in the relevant invoice(s), to be considered essential pursuant to and for the purposes of the art. 1457 Civil Code. In case of delay in payments by the customer, the latter will be deemed to be in default and will be charged the interests referred to D.Lgs. 9.10.2002, n. 231, without the need for formal notice, from the day of expiry to the actual balance, without prejudice to the right of GENUIT to take action for the recovery of costs incurred and damages suffered

6. Modification, cancellation and supplement of the order

GENUIT reserves the right to evaluate any request for modification and/or cancellation and/or supplement of the order received by the customer. In any case, if GENUIT considers that it accepts such requests, the customer will still be required to pay GENUIT any costs incurred for the modification, cancellation and/or supplement, in particular if the production of the products in question has already started and/or o services have been provided and/or the products have already been dispatched. Changes, cancellations and additions to supply orders are, in turn, subject to these general conditions of sale.

7. Suspension of the order

GENUIT reserves, at any time, to suspend the execution of the orders received if there are any changes of any kind in relation to the customer’s ability to fulfill its obligations, or in the event of its difficulty in making timely payments, including to third parties.

8. Terms and conditions of delivery of goods

The delivery terms of the products for sale indicated in the order confirmation have purely indicative and non-essential value, and do not bind GENUIT, with the consequence that the latter assumes no responsibility for failure to comply with them. The delivery of the products for sale takes place in accordance with the shipping methods usually adopted by GENUIT and the costs are fully borne by the customer, unless otherwise agreed in writing between the parties.

In the event of failure to take delivery of the products by the customer and/or delays in taking delivery that exceed 15 days, the sales contract will be considered automatically terminated due to serious non-compliance by the customer, pursuant to and for the purposes of Article 1456, Civil Code. The costs and expenses of collecting and transporting the products will be charged to the customer at an amount equal to 8% of the order value, as shown on the invoice.

9. Warranty

GENUIT guarantees the conformity of the products supplied with what is expressly indicated in the Order Confirmation or Proforma Invoice and, in the case of products subject to a quote, with the technical documentation provided to the customer.

GENUIT also guarantees that the products supplied to the customer are free from faults and defects which make them suitable for the use for which they were manufactured and for which they are normally intended, as reported in the catalog and in the technical data sheets of GENUIT itself.

GENUIT assumes no responsibility for the product supplied if, after delivery, it is manipulated and/or transformed by the customer independently and without any intervention on the part of GENUIT itself. In this case, the customer loses any warranty rights on the product or products purchased.

Without prejudice to the above, in the event of proven defects in the products supplied, GENUIT will, depending on the case and exclusively in favor of the customer, replace the defective products, subject to compliance by the customer with the following provisions.

Unless otherwise agreed in writing between the parties, the request for intervention under warranty has a limited duration of 24 months, starting from the date of delivery of the product and provided that the complaint is made within the terms indicated below. After this period no claims can be made against GENUIT.

The reporting of any defects or discrepancies with the simultaneous request for intervention under warranty must be made no later than 8 days from the date of delivery of the goods, by registered letter with return receipt or by certified email addressed to GENUIT customer service, attaching the copy of the delivery note, the invoice, or the accompanying document, and indicating in detail the defects detected.

The validity and application of the guarantee are in any case subordinate to the exact use of the products supplied, according to the specifications indicated in the catalogues, warnings and instruction booklets made available to the customer.

This is without prejudice to GENUIT’s right to compensation for the greatest damage suffered

10. Complaints

Any complaints concerning the supply of the products must be made no later than 30 days from the moment the same products were delivered to the customer. After this period, the complaint can no longer be granted.

Complaints must be made by registered letter with return receipt or by certified e-mail, if necessary in advance by e-mail, addressed to the GENUIT Back Office, attaching a copy of the form, the invoice, or the accompanying document, and must state in detail the reasons for the complaint. If the complaint is found to be unfounded, the customer will be required to reimburse GENUIT for all costs incurred for any activity carried out in connection with the finding of the non-conformity.

11. Limitations of Liability

The customer undertakes to use the products purchased by GENUIT in accordance with their intended use and to respect all the rules and procedures of use indicated in the technical documentation provided by GENUIT.

Notwithstanding the provisions of clauses 9 and 10 above, GENUIT makes no warranty to the customer and, in particular, does not guarantee the marketability of the products purchased by the customer or guarantee that the latter are suitable for a certain use.

Therefore, GENUIT shall in no case be liable for any default, direct and/or indirect damage or loss suffered by the customer, including its employees, collaborators and/or claimant, or for damages caused to the customer or to third parties by negligence, imprudence or inexperience on the part of the customer following delivery of the products.

In addition, in no event shall GENUIT be liable for any default, damage, direct and/or indirect, produced in whole or in part due to the use of the products supplied, losses due to delays in delivery by GENUIT itself, its employees and/or its agents, production losses or lost profits of the customer and/or third parties in general.

For the aforementioned purposes and without prejudice to the application of mandatory legal provisions, the customer declares and agrees to guarantee, indemnify and hold GENUIT (including parent companies, subsidiaries and associated ) harmless in relation to any request, cost, claim, proceedings, action, liability, loss, expense, order, decree, legal fees and charges, costs of justice, including damages of any kind arising ,connected or arising from any current or alleged damage that is assumed to originating and/or in any case attributable to the products supplied. In this regard, the customer undertakes to compensate for any damages resulting from the claims in question.

12. Drawings and technical documentation

The drawings and technical specifications of the products subject to the order are the exclusive property of GENUIT and/or any third party licensees and may not be reproduced, copied or disclosed for any reason.

Drawings and technical documentation relating to the products or their manufacturing may not, without the written consent of GENUIT or the rightful owner, be used for purposes other than those for which they were supplied and, in particular, may not be used or copied, reproduced, transmitted or communicated to third parties or be used for manufacturing, design or any other purpose not expressly authorized

13. Industrial and intellectual property rights

Industrial and/or intellectual property rights on trademarks, logos, patents, distinctive signs, registered and unregistered, shown on the products and on all the respective illustrative materials, manuals, technical specifications and other information provided by GENUIT together with the products themselves and/or or in relation to them, will remain the exclusive property of GENUIT and/or the subjects who hold the relevant rights

The customer shall be obliged to indemnify GENUIT against any damage, claim, cost and expenses that GENUIT may incur and/or incur as a result of any infringement and/or alleged infringement of patents, trademarks, logos, copyrights, registered and unregistered industrial designs, and /or any other intellectual and/or industrial property rights put in place by the customer. GENUIT reserves all industrial property rights and exclusive rights for the production and distribution of the products supplied.

14. Customized products

If, at the express express of the customer, GENUIT agrees to customize, and therefore, produces customized products for the customer, this additional activity will be fully borne by the customer, including any design costs and other expenses necessary for the purchase of material and/or the development of special components, which will be detailed in a quote.

Unless otherwise provided in these general terms and conditions or expressly agreed between GENUIT and the customer, these general terms and conditions shall also apply to the sale and supply of customized products

15. Failure to fulfil obligations

Except as otherwise provided in these general conditions, the non-payment, in whole or in part, of the consideration of the supply, or the non-compliance by the customer even of a single clause of these general conditions of sale, authorizes GENUIT to terminate the contract by right and with immediate effect and to require the Customer to immediately pay all amounts(even if this entails the anticipation of the relevant deadlines), incidental costs and any legal fees, in addition to the application of default interest on sums still due (as indicated in article 5 above) to the full satisfaction, without prejudice to the possibility for GENUIT to claim, in any case, the greatest damage suffered. Any exceptions and/or claims made by the customer against GENUIT do not give the customer any right to refuse, in whole or in part, the full payment of the delivery fee. If only one of the above mentioned resolution scenarios should occur, GENUIT may also interrupt the production process of the products and/or suspend their supply, without prejudice to its right to request payment of the above mentioned

16. Force Majeure

GENUIT in no way be liable to the customer for any failure or delay to fulfil one or more of its contractual obligations in the event that such failure or delay is due to reasons of force majeure, by way of example and not exhaustive, strike, union lockouts, authority measures, theft of raw materials or finished products, war or any other cause, including natural disasters, such as earthquake, flood, tsunami, which cannot be reasonably by foreseen or for which a remedy cannot reasonably be found and which cannot be resolved by ordinary diligence.

Notwithstanding the foregoing, GENUIT will do its utmost to limit the adverse effects resulting from the impossibility of its performance.

17. Applicable law and jurisdiction

These general conditions are governed exclusively by Italian law, with the exclusion of the provisions of the Vienna Convention on International Trade.

The Court of Mantua shall have exclusive jurisdiction over any dispute relating to or in any way connected with the contracts to which these general conditions of sale apply, including those relating to their interpretation, execution and termination

18. Product images

The image of the product is purely indicative and may not fully reflect the aesthetic characteristics of the item that will be shipped

19. Returns

GENUIT reserves the right, in the event of total or partial return of the supply, to apply a percentage reduction of the value of the return itself.

The value of the returned goods may be compensated with replacement products or with a financial refund with a 30% reduction on the purchase value. The return must in any case be approved and valued by GENUIT following receipt and verification of the integrity of the products received.