GENERAL CONDITIONS OF SALE

Art. 1. GENERAL PROVISIONS

1.1. The following General Conditions of Sale apply to each Customer who goes to any of the Seller's Points of Sale to purchase Products and Services offered by him. (These conditions do not apply to distance and/or on-line sales, regulated as provided on the "bertani.it" Website).
Seller means the company Bertani Spa having its registered office in 42122 Reggio Emilia, Via Daniele da Torricella n. 40, c.f. and p. iva 00145280350, REA: RE-103280, share capital equal to 2,200,000.00 Euro fully paid up, pecbertanispa@legalmail.it ; telephone 0522 355511 and telefax 0522 556880.
Customer generally means the natural person or legal entity that purchases one or more Products offered by the Seller either for purposes unrelated to any entrepreneurial or professional activity carried out (Consumer), or for purposes functional to their entrepreneurial or professional activity (Professional).
By Consumer we mean the natural person (the Consumer) acting for purposes unrelated to the commercial, industrial, professional and craft activity possibly carried out on his own and/or on behalf of third parties.
Professional means the natural person or legal entity with a VAT number who acts in the exercise of his or her entrepreneurial, commercial, craft or professional activity or an intermediary thereof.

1.2. These General Terms and Conditions of Sale set out below are governed in accordance with and in compliance with the relevant national and European regulations in force, including Legislative Decree No. 206/2005 as amended (hereinafter the "Consumer Code") and by the articles of the Civil Code for what is not expressly provided for herein. We invite you to read what is indicated herein before proceeding with any purchase.

1.3. Should any clause of this commitment be deemed void or invalid, such defect shall not result in the invalidity of the remaining clauses, which shall continue to be fully valid and effective.

1.4. By accepting these General Conditions of Sale, the Customer releases the Seller from any liability arising from the issuance of erroneous tax documents due to errors in the data provided by the Customer.

Art. 2. QUOTATION / ORDER CONFIRMATION - ACCEPTANCE - PURCHASE COMMITMENT.

2.1. The Customer may receive at any of the Seller's Stores an Estimate for the purchase of one or more Products and the cost, if any, of all Ancillary Services (by way of example only: transportation service, porterage, etc.). The request for the Quotation does not in any case represent an obligation to purchase on the part of the Customer.

2.2. The Estimate shall be valid for 30 (thirty) days unless explicitly waived. Within this period, the Customer may freely choose whether to accept it and therefore proceed with the purchase or reject it. Upon expiration of the aforementioned term, the Estimate shall be deemed not accepted. Acceptance of the Estimate must be made by the Customer exclusively in writing by signing the same. Drawings, payment slips and any other documentation signed by the Customer and delivered to the Seller shall also form an integral part of the contract.

2.3. The contract shall be deemed to be entered into between Seller and Customer by Customer's signing of the Quotation or by acceptance of orders confirmed by Seller by Order Confirmation or Purchase Commitment or Debit Note. In the event that Seller fails to provide written confirmation of an order negotiated verbally, the issuance of the invoice by Seller, or the execution of the order by Seller, shall be deemed its tacit acceptance. Changes in orders placed verbally or by telephone must be confirmed in writing by the Customer. Otherwise, the Seller assumes no responsibility with regard to any errors or possible misunderstandings.

2.4. The Customer assumes full responsibility for the accuracy and truthfulness of the data communicated when concluding the contract . In its request for quotation, the Customer shall point out any special regulations or special requirements for the delivery of goods with which the material and/or packaging must comply. Such requests will be binding on the Seller only with its explicit acceptance of them.

2.5. The execution of the Purchase Order by the Seller and/or the sending of the Order Confirmation by the Seller shall in no case constitute acceptance, either implicit or explicit on the part of the Seller of the conditions general conditions of purchase that may be presented by the Professional and shall not entail any modification to these General Conditions of Sale.

Art- 3. PRICE - PAYMENT - CAPARAGE

3.1. The prices of the Products are, unless otherwise agreed, net of VAT and are those relating to the price list in force at each of the Seller's Stores at the time the contract is signed, for delivery ex Seller's warehouse.

3.2. Payment Terms shall be as agreed by the Parties and specified in the Order Confirmation/Purchase Commitment. Payment for the Products subject to purchase may be made through all payment methods accepted at the selected Point of Sale. When payment for materials is to be made by securities (such as bank or cashier's checks) they must be received at the Seller's office at the same time that the materials are picked up.

3.3. As a guarantee of the exact fulfillment of the obligations assumed by virtue of the signing of the Estimate or receipt of the Order Confirmation/Purchase Commitment, the Customer undertakes at the same time to pay to the Seller by way of Confirmatory Deposit pursuant to art. 1385 c.c. a sum of money equal to 30% of the value of the Order, unless otherwise agreed in writing. It is understood between the Parties that, pursuant to the provisions of the 2nd paragraph of art. 1385 c.c., in the event of failure to purchase due to the Customer's fact and fault, the Seller shall have the right to retain the deposit and withdraw from the contract.

3.4. Payment of the price due shall be made by the Customer in accordance with the terms agreed upon between the Parties when finalizing the contract.

3.5. If the Seller authorizes the Customer to make payment in instalments, the latter, by signing the Estimate or the Order Confirmation/Purchase Commitment, acknowledges himself, pursuant to and for the purposes of Article 1988 of the Italian Civil Code, as debtor of the entire sum agreed upon and not paid as resulting from the aforementioned proposal.

3.6. Any delay and/or irregularity in payment authorizes the Seller to claim default interest against the Professional at the rate determined in accordance with Legislative Decree 09.10.2002, No. 231, from the date of expiry of the agreed term, as well as any custodial costs and damages incurred. In such cases, the Seller reserves the right to suspend and/or cancel the current supply.

3.7. In the event of non-payment on the agreed due date of even a single part of the price, the Customer shall forfeit the benefit of deferred payment ("benefit of the term") also for ongoing supplies; the Seller, moreover, may invoke the application of articles 1460 and 1461 of the Civil Code and thus suspend ongoing supplies, except furthermore what is stipulated in art. 6 of the aforementioned General Terms and Conditions of Sale (force majeure). Failure to pay the amount agreed upon in the contract, legitimizes the Seller's right to immediately withdraw from the same, without prejudice and without prejudice in any case to all rights that may be exercised.

3.8. In the case of the purchase of Products by a Professional, pursuant to Article 1246 No. 4 of the Civil Code, he hereby waives the right to offset any sums owed by the Seller to the Professional against any sums owed by the Professional to the Seller, unless the Parties, by private writing, opt instead to offset certain debts.

Art. 4. DELIVERY

4.1. Delivery times and place are indicated in the Estimate or in the Order Confirmation/Purchase Commitment signed by the Customer. Delivery times are indicative and may vary depending on the carrier and/or the type and/or availability of the products chosen by the Customer. In case of delay in the delivery of the ordered goods due to causes not attributable to the Seller, the Customer's right to claim sums as compensation for damages is excluded.

4.2. The request for an essential deadline for delivery of the goods and the reason for it must be communicated in advance by the Customer to the Seller and then reported on the Order Confirmation.

4.3. Unnecessarily elapsed 30 (thirty) days from the beginning of the storage of the goods following the notice of readiness, the Seller reserves the right to terminate the contract for non-performance of the Customer by retaining the sums paid by the Customer as compensation for damages, except for the reimbursement of expenses incurred by the Seller to store the goods that remain the responsibility of the Customer in accordance with the provisions of art. 1781c.c.

4.5. The Customer at the time of delivery of the Products and before their installation, must proceed, with all necessary inspections to detect any missing packages, defects or other apparent or obvious defects and/or faults in the goods and report them to the Seller, as better indicated in art.10 of these Conditions of Sale.

4.6. The Seller shall not be liable for the costs related to the installation of Products that are manifestly defective and/or different from what was agreed, nor for the charges necessary for their removal and/or for the restoration of the premises and/or for any indirect and/or consequential damage that could be prevented by using ordinary diligence in examining the goods.

4.7. Should the goods be delivered under the "Ex Works" condition, in the event of any tampering, breakage or shortage of Products expressly attributable to the Carrier/Freight Forwarder, the Customer shall complain directly to the Carrier itself.

Art. 5. RESERVATION OF OWNERSHIP OF THE PRODUCT

5.1. The Products delivered shall remain the exclusive and inalienable property of the Seller until full and unconditional payment of the price and ancillary costs. Therefore, the Professional shall not transfer title to the Products to any third party until full and unconditional payment of the price.

5.2. From the time of delivery, in the case of deferred payment, the Client must ensure that the Products remain easily identifiable until full and unconditional payment of the price. The Customer assumes all risks, including, without limitation, the case of loss or partial deterioration of the Products.

Art. 6. MAJOR FORCE.

6.1 The Seller assumes no responsibility for delay or non-delivery of Products caused by delays attributable to the supplier or by events beyond the supplier's reasonable control such as, but not limited to, pandemics, explosions, accidents, earthquakes, floods, acts of terrorism, sabotage, plant breakdowns, strikes and other labor actions and other similar events that would prevent, in whole or in part, the execution of the contract within the agreed time.

6.2. The Seller shall not be liable to the Customer or any third party for damages, losses and costs incurred as a result of the non-execution of the contract due to the aforementioned causes.

Art. 7. TECHNICAL CHARACTERISTICS OF THE PRODUCTS AND SAMPLES

7.1. All the aesthetic, technical and functional characteristics of the Products on sale are those communicated by the respective manufacturers. The Seller, therefore, assumes no responsibility for the truthfulness and/or completeness of said information.

7.2. The Products such as marble, wood, natural stones, tiles and handcrafted materials are characterized by qualities that are variable and may concern the color, appearance or other surface characteristics of the Products themselves, and therefore, the display of examples of the aforementioned Products in the Seller's showrooms, by means of panelling and/or other supports, represent a sale made on a sample type, pursuant to the provisions of art. 1522 c.c. 2nd paragraph.

Art. 8. DRAWINGS AND PLANS

8.1. At the express request of the Customer, the Seller offers activities of design and/or realization of goods on the basis of conferral by the Customer, or on behalf of the latter, by a person appointed by him, of all those measurements pertaining to the premises and/or furnishings to be made. It is understood that the aforementioned measurements must be strictly correct. The design activity referred to in this article is intended as technical support for the selection and arrangement of the Products and does not constitute reserved professional services within the meaning of the law, the need for which remains the sole charge and responsibility of the Client.

8.2. If the Product has already been put into execution by virtue of Order Confirmation, the Seller shall not authorize returns and/or replacements and the Customer shall be held the same to the fulfillment of its obligation. The Seller is in any case from any kind of liability and/or for failure to change the same if the change was never communicated to him or was communicated to him with delay when the good had already been put into production.

Art. 9. PURCHASE OF EXHIBITED GOODS

9.1. In the event of purchase of the Products on display, the Customer accepts the goods in the state in which they are found under the condition "seen and liked" and therefore no objections will be accepted with regard to the presence of any flaws and/or obvious defects nor with reference to the belonging of the Products to any production lines no longer active.

9.3. The price is limited only to the goods displayed, being excluded any possible replacement and/or modification and/or integration and/or customization.

Art. 10. LEGAL WARRANTY

10.1. The Product purchased by the Consumer is covered by the legal warranty in accordance with the provisions of Articles. 128 et seq. of the Consumer Code and for what is not expressly provided therein also by art. 1490 c.c. In order to comply with the contract of sale, the goods must possess the subjective and objective requirements set forth in the amended art. 129 of the Consumer Code.

10.2. The legal warranty applies and operates at the expense of the Seller in favor of the Consumer for twenty-six months from the delivery of the Product to the latter when the defect and/or lack of conformity has manifested itself within twenty-four months from the delivery of the good and has been reported to the Seller, under penalty of forfeiture, within the term of two months from its discovery by sending a registered letter with return receipt or by e-mail or pec. This liability provided for in Article 130, Paragraph 2 shall also apply to goods that have digital elements.

10.3. The Consumer may not assert the legal warranty when:

1. the alleged lack of conformity of the product has manifested itself beyond the term of 24 (twenty-four) months from the delivery of the good itself;
2. the alleged lack of conformity is due (in whole or in part) to bad and/or improper use/storage/maintenance/installation by the Customer or persons not authorized by the Seller or the Producer, or is due to non-compliance with the instructions provided by the Producer and present in the product's user manual or other instruction provided by the Seller together with the delivered products;
3. the Consumer, at the time of the conclusion of the contract of sale, was aware of the defect and/or defect and has expressly accepted it.
4. The use and/or installation, even if only partial, and in any case the installation of the material purchased constitutes in toto acceptance of the goods purchased, with the consequent exclusion of any claim by the Consumer for any evident and/or obvious defect and/or fault.

10.4. For those who do not fall into the category of "Consumer", the legal guarantee provided for by art. 1490 and following of the Italian Civil Code is instead applicable. In Particular, the warranty on the Products sold has a duration of 12 (twelve) months starting from the date of delivery of the same in accordance with the provisions of art. 1495 Italian Civil Code. Products with obvious defects and/or faults must not be installed and/or used by the Professional, but must be promptly reported to the Seller within and no later than 8 (eight) days of their discovery; in default, the Professional forfeits any warranty. Material found to be nonconforming must be stored in the same state in which it was delivered and kept available until the dispute is resolved.

10.5. In the event that the disputes reported by the Professional turn out to be well-founded as a result of an assessment of the nonconforming material, the Seller may, at its own discretion and independently of the Professional's requests, opt for one of the following solutions:

1. replacement of the material recognized as nonconforming, after the return of the same;
2. acceptance of the return of the material without replacement: the obligation of the Seller is limited to the refund of only the price paid by the Professional for the purchase of the material found to be nonconforming, after the return of the good itself;
3. repair of the nonconforming good by the Seller. In any case, the Seller is not obliged to compensate the Professional for further and possible expenses and/or damages resulting from the ascertained non-conformity of the delivered good.

Art. 11. PRIVACY AND PROTECTION OF PERSONAL DATA

11.1. The Customer's personal data will be processed in accordance with the provisions of the EU and Italian regulations on the processing of personal data (Reg. EU 679/2016; Legislative Decree 196/2003 and ss.mm.ii.). The Seller informs the Customer that the Seller is the data controller and that its personal data will be collected and processed exclusively for the execution of this agreement and the obligations provided for by law, by a Community regulation or by other applicable legislation and may be produced only at the request of the judicial authority or other authorities authorized by law.

11.2. The Customer declares to have received from the Seller, prior to the collection of personal data by the same, the information referred to in Article 13 of EU Regulation 679/2016 intended for customers.

Art. 12. APPLICABLE LAW - COMPETENT COURT

12.1. With regard to contracts with Consumers, for matters not expressly provided for in the Consumer Code, reference is made to the rules of the Civil Code on the formation, validity and effectiveness of contracts, including the consequences of termination of the contract and the right to compensation for damages.

12.2. For any dispute that may arise between the Seller and the Professional Customer in relation to the interpretation, execution or termination of the contract as well as of these General Conditions of Sale, the competent Court shall be exclusively the Court of Reggio Emilia.

12.3. For any dispute that may arise between the Seller and the Consumer Customer in relation to the interpretation, execution or termination of the contract as well as of these General Conditions of Sale, the competent Court shall be exclusively the Court referring to the residence or domicile of the Consumer if located in the place of the Italian State.