Art. 1 Governing law and object of the contract:
1.1. These standard terms and conditions, unless derogated in writing, govern any supplies made by Fotolito Longo (the Company) in favour of the customer (principal) of products listed in the order forwarded and confirmed by this document and any and all supplies performed by the Company. Without prejudice to any contrary agreement in writing, the existence of a supply agreement, however entered into, causes the customer’s acceptance of these standard terms and conditions.
1.2. The Company is not bound by any tenders made by commercial agents, sales agents and commercial auxiliaries until they are confirmed.
1.3. The forwarding of these standard terms and conditions, shall not cause the offers, if any are made pending negotiations, to be accepted; however, they supersede and replace any other standard terms and conditions preciously proposed by any of the parties.
1.4. The forwarding, by the Company, of price lists or descriptive materials for the products, bearing no mention of “offer” or any equivalent, may not be deemed as offers. The dictions “with no undertakings”, “subject to availability” or other similar ancillary to an offer do not bind the Company to the terms of such offer, regardless any principal’s acceptance, unless they are subsequently confirmed in writing by the Company. The Company’s offer is irrevocable only where it is stated to be so in writing, together with the indication of a term for its validity.
1.5.For any matter not expressly regulated, to any supplies between the parties governed by these standard terms and conditions the laws of Italy shall apply, exception made, however, for the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) ("CISG") <http://www.uncitral.org/english/texts/sales/CISG.htm>, which is hereby expressly excluded.
Art. 2) Value of leaflets and samples: Prices, quality, materials, colours and any other figurative data included in catalogues, prospectus, circular letters, advertisements, illustrations, price lists, or any other documents illustrating the Company, and the typology of services provided, are merely indicative.
Art. 3) Approval of performance
3.1. The drafts of text and the digital prints for final control/cyanotype and anything else to this purpose, must be approved by principal with the wording “good to print”. Printing differences, if any, with respect to customer’s originals, following the “good to print”, are exclusively borne by principal, who shall be exclusively liable vis-à-vis any third parties.
Art. 4) Subsequent variations and drafts
4.1. Any corrections made by the author of the work, as well as the repeated printing trials, required by the principal and due to slight differences from the original are considered variations subsequent to the “good to print”.
Any subsequent variations required by the principal, shall be debited to same, as well as the machinery stop, if any, caused by such variations.
4.2. Any sketches, drafts, composition and printing trials, samples and other preliminary items, required by the principal, shall be debited to same even if the relevant request of execution and printing has no follow-up for the Company.
Art. 5) Auxiliary means - semi-finished-prepress
5.1. Any auxiliary means used for production, as well as any semi-finished items shall remain of exclusive ownership of the Company and shall not be delivered.
Prepress products are and shall remain of ownership of the Company and shall be destroyed, without notice, following one year as from the respective placing on file.
Art. 6) Third parties’ materials
6.1. Any third parties’ materials shall remain deposited with the Company, with no insurance coverage whatsoever.
6.2. Third parties’ materials must be collected from the Company within four weeks as from the completing of the order. Once this term elapsed, the Company shall be released from any liability of whatever nature.
Art. 7) Copyrights
7.1. The principal shall be exclusively liable for any infringement of any third party’s reproduction rights or copyrights.
7.2. The principal represents and covenants to indemnify and hold the Company harmless from any claims and/or actions brought against the Company, and to bear any legal costs and expenses to be borne by and/or incurred by the Company.
Art. 8) Delivery
8.1. Without prejudice to any different agreement in writing, the products are delivered ex works of the Company and principal bears risk during carriage. The principal further bears any packaging, carriage, tax and insurance costs.
8.2. Unless differently agreed upon, the time of delivery indicated in the order and at any rate agreed upon by the parties is merely indicative and not binding nor of essence. Late delivery of products does not entitle the principal to refuse them, to terminate the contract or to bring a claim for damages arising from any such late delivery or lack of delivery, in full or in part.
8.3. In any event and for technical reasons of production, the Company is entitled to deliver to the principal a quantity higher or lower of 10% of the printing ordered. The delivered quantity shall be debited to the principal, who waives any right whatsoever in this connection.
Art. 9) Claims
9.1. Any quality defects of the products must be notified in writing by the principal within and no later than eight days as from actual receipt of the products. Failing a timely notice shall cause the forfeiture of any and all principal’s rights arising from any such defects. The claim must be accompanied by a copy of the relevant invoice and delivery note.
9.2. Without prejudice to the provisions of articles 2 and 3 hereof, the Company shall not be liable for any slight discrepancies of the products printed, nor for any discrepancies regarding the weight, quality and colour of the materials used, provided however that any such materials are compliant to the processing conditions set forth by suppliers associations.
9.3. In colour reproductions, in particular, no claims shall be admitted with regard to slight differences from the original, nor to differences, if any, between printing trials and the printings delivered.
Art. 10) Payment
10.1. The payment of the products supplied must be performed within the term and in the manner indicated in the order and, lacking any such indication, within the term mentioned in the relevant fiscal document with no reduction whatsoever.
10.2. Prices applicable to any order shall be those resulting from the price list existing from time to time as of the date of confirmation of the relevant order. Prices shall be considered net of VAT. The principal accepts as of today any price variations which may occur between the date of the order ad the date of respective confirmation, and to this purpose irrevocably commits to pay the price practised by the Company as of the date of the confirmation of the order.
10.3. Any payments made to commercial agents, sales agents o commercial auxiliaries of the Company shall be deemed made only when the Company has actually been credited with the relevant amounts.
10.4. Any late or irregular payment shall entitle the Company to suspend any supplies or to terminate the pending contracts, even if not relating to the payment at issue, as well as to claim damages. The Company shall be entitled - as from the elapse of the term of payment, with no need of any prior notice - to collect interests for delayed payment calculated by applying a rate equal to
the sum of the interest rate applied by the European Central Bank to its most recent main refinancing operation carried out before the first calendar day of the half-year in question, plus at least seven percentage points (as provided by Directive 2000/35/EC and the Italian domestic legislation implementing same), as well as to the reimbursement of any costs incurred by the Company as a consequence of the delayed and/or defaulting payment.
10.5. The principal must pay the price in full, even where a claim is brought or a dispute arises. The principal cannot set-off any amounts owed to same, for any title or reason whatsoever, by the Company.
10.6. Notwithstanding the foregoing, the Company is entitled to request some down payments at the conditions set forth in this clause 10.
Art. 11) Force majeure and excessive onerousness
11.1. Whenever there occurs a force majeure event, which may impede and reduce materially the production in the Company’s plants, the affected party shall not be liable for any delay in its performance, pursuant to sect.1256 civil code, while the force majeure is enduring. The principal shall not be entitled to withdraw from the contract and terminate same, in such a case of force majeure events, nor to seek and obtain damages.
Whenever the performance becomes definitively impossible, the Company’s obligation shall be extinguished.
11.2. If, for any other reason unforeseeable for an entrepreneur in the same market using ordinary diligence, the performance of the Company’s obligations becomes - prior to such performance - excessively onerous with respect to the counter-obligation originally agreed, so that their ratio is modified by more than ten percent, the Company shall be entitled to request a revision of the contractual terms and conditions and, lacking any such request, to terminate the contract.
Art. 12) Assignment of contract
12.1. The principal cannot assign its position in the contract or in single contractual obligations arising therefrom without the Company’s prior consent in writing: in any such event the principal shall remain anyway jointly liable with its assignee for any obligations assigned.
Art. 13) Interpretation; Amendments; Invalid clauses
13.1. Any recitals and attachments form an integral part of the contracts they refer to. Any references to price lists, standard terms or any other materials of the Company or any third parties are deemed to be made to documents valid as of the date of such reference, unless otherwise specified; they supersede and annul any texts previously valid between the parties.
13.2. The parties’ representations or conduct during negotiations or while performing the contract may be used for construing the sole contract which they refer to, and anyway to the extent they do not strike against these standard terms and conditions or any written agreement expressly derogating same entered into by the parties when entering into the contract at issue.
13.3 In order to be valid and binding, any amendment or integration made by the parties to the contracts governed by these standard terms and conditions must be made in writing. The derogation to one or more of these standard terms and conditions cannot be construed extensively or by analogy nor may the intention to waive the whole standard terms and conditions be implied.
13.4 Should any contractual clause be not valid or effective, the contract as a whole must be construed as if it contained all such provisions which may enable to reach, in compliance to the law, the essential purpose of the agreement containing any such clause.
Art .14) Competent court
14.1. Any dispute that may arise from this Agreement and relating to (including, but not limited to) its validity, interpretation, rescission, termination or dissolution shall be exclusively submitted to the Italian Court of Bolzano.
Pursuant to sections 1341 and 1342 civil code the following provisions are expressly approved 1.5; 3.1; 4.1.-4.2; 6.2; 7.1- 7.2; 8.1-8.2- 8.3; 9.1-9.2-9.3; 10.4-10.5-10.6; 11.1-11.2; 12.1;