GENERAL TERMS AND CONDITIONS OF SALE

1. GENERAL PROVISIONS

1.1. The terms and conditions set forth below (the "General Terms and Conditions of Sale") form an integral part of any Order and/or Contract entered into between the Seller and the Buyer for the supply of the Seller's Products and shall prevail over any general purchase conditions prepared by the Buyer, even if reference is made to them or if they are included in orders or any other documents originating from the Buyer, without the prior written consent of ITALIAN SEDIOLITI SRL and therefore not even by implied consent. The Consumer Code (Legislative Decree 206/2005) and its amendments shall apply to each Order and/or Contract.

1.2. Unless otherwise specifically agreed in writing, the General Terms and Conditions of Sale shall apply to all future supplies of goods or services by the Seller until a new edition of the same is issued.

1.3. ITALIAN SEDIOLITI SRL therefore reserves the right to periodically revise these General Terms and Conditions of Sale in writing, and the updated version shall be made available to the Customer attached to offers or in other written correspondence sent to the Buyer regarding the orders.

1.4. If the Buyer does not return the signed copy of the order confirmation and/or the order, or does not send their own purchase confirmation, the order will in any case be considered tacitly and fully confirmed within 2 days. Orders placed by the Buyer shall not be considered accepted until confirmed in writing by the Seller. Orders and/or changes to orders made verbally or by phone must be confirmed in writing by the Buyer. Otherwise, the Seller assumes no responsibility for any errors or misunderstandings. If the Seller does not confirm in writing a verbally negotiated order, the issuance of the invoice by the Seller or the execution of the order shall be considered as confirmation.

1.5. Considering ongoing improvement and technical evolution, ITALIAN SEDIOLITI SRL reserves the right to make changes and improvements to production without prior notice. Photos and technical data in the catalog and price list are indicative.

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2. PRICES

2.1. Product prices shall be those indicated in the ITALIAN SEDIOLITI SRL price list in effect at the time the order is placed by the Buyer or, if the Product is not included in the price list or the price list is not available, those indicated in the order and confirmed in writing by ITALIAN SEDIOLITI SRL upon acceptance of the order. The current price list may be subject to change without notice, fully replacing the previous one.

2.2. In the event of payments agreed in installments, if even one installment is not paid on time, the Seller may immediately demand full payment of the price with forfeiture of the benefit of the term for the Buyer, even if the conditions of Article 1186 of the Civil Code are not met. Alternatively, the Seller may suspend and consider the contract terminated for non-performance and retain all sums already paid by the Buyer against the possible greater claim as damages. Even in the event of complaints for defects, the Buyer may not begin or continue actions if they have not fully paid the price within the terms of the contract. Payments may not, under any circumstances, be suspended or delayed: if complaints have arisen, related actions may not be initiated or continued unless the price has been paid according to the agreed terms and conditions.

2.3. Suspension of delivery of Products or termination of the Sales Contract does not entitle the Buyer to claim any compensation for damages.

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3. DELIVERY

3.1. All deadlines — for delivery, handover, installation, etc. — even if defined as binding by the Buyer, are in any case to be considered indicative and accepted by the Seller with customary tolerance. Unless otherwise agreed in writing, any delivery date indicated shall not be binding for the Seller. Unless otherwise agreed, the indicative delivery time is that specified in the order confirmation. Delays do not, under any circumstances, entitle the Buyer to penalties and/or compensation for direct or indirect damages of any kind, nor to cancel or terminate the Sales Contract.

3.2. In any case, ITALIAN SEDIOLITI SRL shall not be held responsible for delays or failure to deliver due to circumstances beyond its control, including but not limited to:

a) inaccuracies or delays by the Buyer in sending ITALIAN SEDIOLITI SRL the necessary information or data for product shipment;
b) difficulty in obtaining raw materials;
c) problems related to production or order planning;
d) partial or total strikes, power outages, natural disasters, measures imposed by public authorities, transport difficulties, unrest, terrorist attacks, and all other force majeure causes.

3.3. The occurrence of any of the events listed above does not entitle the Customer to claim any compensation or indemnity of any kind.

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4. PACKAGING

4.1. ITALIAN SEDIOLITI SRL delivers the ordered goods according to the standard quantities per package as specified in the catalog/price list. In case of discrepancy, the quantity will be rounded, without notice, to the standard quantity per package or its multiple.

4.2. The packaging used must be disposed of in accordance with national legislation in force. ITALIAN SEDIOLITI SRL declines all responsibility for damages to people or property caused by improper use of the packaging.

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5. RETURNS

5.1. The Seller is not obliged to accept returned Products unless expressly agreed in writing. Any costs incurred for this purpose are borne by the Buyer.

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6. CLAIMS

6.1. Any discrepancies between the Products delivered to the Buyer and those indicated in the order, in terms of type and quantity, must be reported in writing to info@italiansedioliti.it within 7 (seven) days from the delivery date. If the claim is not communicated within this period, the delivered Products shall be deemed compliant with those ordered by the Buyer.

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7. WARRANTY TERMS

7.1. The warranty provided by ITALIAN SEDIOLITI SRL is valid from the date of purchase, depending on the model (see our price list), except for parts subject to wear (wheels, gas lifts, mechanisms, fabrics), for which the warranty is 12 months. Any manufacturing or material defect must be validated by ITALIAN SEDIOLITI SRL upon receipt of an appropriate written request accompanied by photographic documentation, delivery note number, or through direct inspection by ITALIAN SEDIOLITI SRL representatives. The warranty is based on normal use of 8 hours per day for 220 working days per year. The warranty covers the replacement of components recognized as non-compliant and impairing use due to original or manufacturing defects under the following conditions:

7.2. The warranty obligation does not include any additional liability for direct and/or indirect and/or consequential damages to the Buyer or third parties resulting from Product defects (e.g. production losses, damage to property or persons, loss of profit, etc.).

7.3. The above terms may be supplemented by additional conditions applied to specific product lines. By way of example and not limitation, the warranty does not cover Products with defects caused by transport, changes and/or alterations due to natural events or incorrect storage, improper installation, tampering and/or repairs made by unauthorized persons, lack of proper maintenance or failure to follow usage instructions, use of unsuitable products and/or equipment, normal wear and tear, deterioration due to use, or any other cause not attributable to an original defect in the Product.

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8. INSTALLATION AND ASSEMBLY

8.1. ITALIAN SEDIOLITI SRL materials must be installed and assembled following the supplier's instructions. ITALIAN SEDIOLITI SRL declines all responsibility in case of incorrect installation.

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9. INSOLVENCY

9.1. Any (even partial) insolvency by the Buyer irrevocably entitles ITALIAN SEDIOLITI SRL, pursuant to Articles 1453 and 1456 of the Civil Code, to immediately suspend all supplies. In any case, ITALIAN SEDIOLITI SRL shall have the right to suspend fulfillment of its obligations arising from the sale of Products under Article 1461 of the Civil Code if the Buyer's financial conditions or concerns thereon jeopardize the performance of the Buyer's obligations, unless suitable guarantees are provided.

9.2. In the event of late payment, interest on arrears will be charged at the ECB rate increased by eight points, plus recovery costs pursuant to Directive 2011/7/EU.

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10. RETENTION OF TITLE

10.1. The goods are sold under retention of title pursuant to Articles 1523 et seq. of the Civil Code; consequently, they shall remain the property of ITALIAN SEDIOLITI SRL until full payment of the total price.

10.2. If third parties take action against the Seller's Products subject to retention of title, the Buyer must inform the third parties that such goods are owned by the Seller and must immediately inform the Seller of such action. The Buyer shall bear all related costs.

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11. DISPUTES

11.1. All sales contracts between the parties, as well as these General Terms and Conditions of Sale, shall be governed by Italian law.

11.2. Any disputes arising between the parties from the interpretation, validity, or execution of these General Terms and Conditions of Sale and related contracts shall be subject to the exclusive jurisdiction of the Court of Forlì.

11.3. It is understood between the parties that only the Seller, at its sole discretion, may waive the exclusive jurisdiction referred to in the previous paragraph and take legal action against the Buyer at the Buyer's domicile and in the competent local court.

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12. FINAL PROVISIONS

12.1. The invalidity, in whole or in part, of individual provisions of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions.

N.B. The fabric swatch photo colors may differ significantly from the actual fabric samples. Please always verify the desired color shade.