DEFINITIONS AND GENERAL PROVISIONS
 
1. These Terms and Conditions ("Terms") govern the sale of products each report concluded between Italy SRL Solensy and its customers (hereinafter "Customer"). The contractors will be hereinafter also referred to as just the "Parties".
2. Any issue concerning the relationship ended by Solensy SRL Italy and the Customer is not expressly or implicitly defined by these Conditions will be governed by Italian law.
3. Any modification and / or deviate from these Terms, their validity should be taken out or evidenced in writing, verbal agreements are not recognized not confirmed in writing by Solensy Italy SRL
4. These Terms supersede and cancel any previous agreement reached between the same subject Solensy SRL Italy and the Customer.

 
DEFINITIONS OF CONTRACT (order / order confirmation)
 
5. The offer is not binding Solensy SRL Italy as regards the price, quantity, delivery time and availability. The running order is subject to the clause "unless sold or impediment of force majeure." And 'in the SRL of Italy Solensy may terminate the contract at any time and to reduce the supply unilaterally and without notice, should they occur due to fortuitous events or force majeure, or failure to supply difficulties solvency of the buyer.
6. To conclude the contract, the customer must sign and send to unconditionally accept Solensy Italy SRL within a reasonable time but not later than 3 (three) days, the Offer received, duly signed ("Order Confirmation"). The Order Confirmation will be sent by the customer in Italy SRL Solensy by mail or fax. The Confirmation Order shall be subject to thorough understanding and unconditional acceptance of the Terms and Conditions of Sale and Delivery. In case of request for application of VAT facilitated according to regulations, the customer assumes all responsibility for the reporting of the consequences of the above statement.
7. This Contract is concluded in each case at the headquarters of Solensy Italy SRL and the place of delivery of the product is to be considered again at the seat of Italy SRL Solensy unless otherwise specified.
8. If the Customer Contract concluded requires changes in quantity, quality, size or specifications of this product will be subject to renegotiation and in the absence of agreement the Parties will remain bound to the original contract.
9. The material and technical information (documentation, data sheets, processed configuration and / or design, drawings, photographs, etc..) Relating to the Contract provided possibly Solensy Italy SRL is the exclusive property of the same, can not be used by the customer for purposes other than those for which it was delivered and may not be reproduced and made available to third parties. If there is a specific authorization to do so, the use is subject to the clear indication of the source ("Solensy Italy S.R.L.").
10. The Parties agree that where products are made to specifications provided directly by the customer, Solensy Italy SRL is not liable for the accuracy thereof, nor for the duration and operation of products supplied. All that the customer will not indicate explicitly in the specifications, will be built at its discretion Solensy Italy SRL and accepted as such by the customer.
11. The sample is indicative only: any differences between the product and the same sample, as well as artwork or brochure in possession of the customer, can not give rise to any claim.

 
DELIVERY
 
12. Delivery will be made, unless otherwise specified, at the headquarters of the customer specified in the Offer, Solensy Italy SRL may make deliveries in installments, at different times, including in relation to the same order. The products are made on board the truck, with the regular packaging, all expenses for any special packaging requested by the customer, unless otherwise agreed, will be the sole responsibility of the same and will be billed separately.
13. The delivery may be specified in the Offer are indicative only and not binding. Solensy Italy SRL is henceforth authorized to provide the customer the product even before the agreed date of delivery or part of the product ordered.
14. The product travels to load and risk of the customer (2000 Incoterm "EXW"). Transport costs are charged to the customer.
15. Not considered due to SRL Italy Solensy any delay due to reasons attributable to the shipper or carrier or acts or omissions of Customer or justified for breaches of the same.
16. The Client waives the ability to require Solensy SRL Italy the payment of penalties, or other amounts as compensation for damages in case of failure or delay in delivery of the product than the dates specified in the Order Confirmation.
17. If for any reason attributable to Solensy Italy SRL delay in delivery of the product exceeds 60 days and this has not been notified in writing by the Customer Solensy Italy SRL, the customer will have the right to immediately terminate pursuant to art. 1456 Civil Code the contract with respect to the product delivery is delayed to be communicated in writing (including facsimile) to Solensy Italy SRL In this case, the customer may not claim any compensation.
18. The Customer undertakes to take delivery of the product under the Agreement as soon as made available in second place and time specified in the Order Confirmation, assuming any costs and benefits related to the delay in taking delivery. If the customer does not proceed to collect the goods, or SRL in Italy Solensy not put conditions to deliver the goods, Solensy Italy SRL has the right to consider the contract terminated pursuant to Article 1456 Civil Code, without prejudice to the action for damages .
19. Upon receipt of the product, the customer must verify the integrity of packages and correspondence with the quantity and quality as specified in the accompanying transport documents (DDT, invoice or in the case of carriers, waybill). If evidence of damage to packaging or lack of packages, the customer must sign subject to the transport document (in the case of carriers: the waybill), indicating in detail the damage or missing goods, and promptly communicate the incident to Solensy SRL Italy by fax later, however, the 48 (forty eight) hours from receipt of goods. In case of discrepancies and / or discrepancies and / or anomalies found after the receipt of the goods, the Buyer shall communicate to Solensy SRL Italy by fax within key of 8 (eight) days of receipt of goods, on pain of forfeiture to beassert their rights.
20. In derogation. 1464 Civil Code if the products were not or are no longer readily available on the market the customer waives the right to terminate the Agreement and the obligation of the customer firm will provide the payment on time deliveries for what has already been executed, without the right to price reduction or damages of any kind.
21. Returns, replacements of the products or any transfer, even partial, will be accepted only with written permission Solensy Italy SRL, in which case, unless other agreements made, transportation costs will be borne by the customer.

 
RETENTION OF TITLE 
 
22. The properties of the product remains to be Solensy SRL Italy until full payment of the Consideration set forth in article and whatever else may be due. The retention of title also applies until any bills or checks delivered to Solensy SRL Italy have not been fully collected. The non-payment by the Customer, in whole or in part, of the Consideration specified in the Contract will give Solensy Italy SRL, by law, the right to regain possession of the Product, subject to every other right.

 
FEES
 
23. The customer will pay Solensy Italy SRL Consideration indicated in the Offer, at such times and in the manner provided therein. If it agreed to pay a down payment of the Consideration of the supply, it can not be made without payment of that tax.
24. Unless otherwise agreed in writing by or resulting from use instauratesi previously between the parties, payment of the Consideration and any other amounts payable by Customer is done the due date in the way agreed by bank transfer on account of Solensy Italy SRL, unless otherwise agreed.
25. The bid prices of the products do not include VAT, insurance and transportation costs, nor anything not expressly provided for in the Contract. Thus, unless expressly agreed in writing, the prices agreed upon are to be understood ex warehouse Solensy Italy SRL It remains
also understood that when the transport takes place by means of carrier assigned by Solensy Italy SRL, its cost is charged to the customer.
26. In case of partial payment of the Consideration will be entitled to charge the sums Solensy Italy SRL received, at its discretion and regardless of the indication may be provided by the customer about the 'charges, to cover one or more of the Consideration for the supplied goods rather than to interest or costs.
27. Solensy Italy SRL, at its sole discretion, may refuse to respond to the supply of the product if the customer has previously been in default if it is entered in the register of protests or subject to enforcement proceedings, if present instance, or is subject to bankruptcy proceedings in as owner or legal representative of the company for technical and organizational reasons, or for any other reason whereby Solensy Italy SRL deems inappropriate to conclude the contract. This refusal will be communicated by fax or e-mail, e-mail address of the customer specified in the Contract.
28. For late payments Solensy Italy SRL, without prior formal notice and without prejudice to any other right, apply the interest to the extent provided by Legislative Decree231/2002, implementing Directive 2000/35/EC "on combating late payment in commercial transactions."
29. Repeated delays or any irregularities in constant payments by the Customer, will give Solensy SRL Italy the right to suspend or interrupt the delivery of goods ordered, subject to the right of Italy SRL Solensy the financial damage direct and indirect.
30. When Solensy Italy SRL has reason to fear that the customer can not or does not intend to pay for the date agreed upon, may at any time suspend or cancel the order, change the payment terms in its sole discretion if it were to fail or decreases the solvency requirements of the customer or make delivery of the product to provide adequate guarantees of payment (eg. bank guarantee, issuance of bank draft, promissory note or surety, etc.). In case of deferred payment granted to the customer benefit from these automatically expires if it has not done so for two occasions following the timely payment of each installment.
31. And 'in any case excluded the possibility for the customer to suspend, in whole or in part, payment of the agreed value because of alleged breaches of Solensy Italy SRL

 
CONFIDENTIALITY
 
32. Solensy Italy S.R.L. and the Client agree to keep private and confidential, and therefore not to disclose or divulge to third parties, even after the cessation of the effects of the Agreement, all information concerning the same.

 
RESPONSIBILITY 
 
33. It is agreed between the Parties Solensy Italy SRL is a mere supplier of the product and therefore does not assume any obligation beyond those provided for in this Contract of Sale.
34. Except as provided by law without fail, Solensy Italy SRL does not assume any liability for any damages suffered by the Customer in connection with this Agreement or the performance contained therein.
35. In any case Solensy Italy SRL is not in any way responsible for damage due to causes beyond his control or which are attributable to the customer (not limited to damages for incorrect calculations static system in the case of wind and snow, etc.).
36. The Customer agrees to indemnify and hold harmless Solensy Italy SRL from any claims against him were eventually advanced and damaging consequences that might arise from any.

 
CHANGES IN TERMS OF SALE
 
37. Solensy Italy SRL reserves the right to change and modify unilaterally at any time the conditions set forth in this Agreement, with particular reference to the applicable fees, by notifying by fax or email.

 
WARRANTY
 
38. Solensy Italy SRL declares that the product covered by the Agreement will be free from defects and / or malfunctions and / or failures that make it unsuitable for use defendant or likely to impair appreciably the value.
39. If the product has defects and / or malfunctions and / or malfunction, and if the customer, they have denounced by notice in writing by fax or letter rr Solensy SRL in Italy within the key of 8 (eight) days from the date the customer discovered or should have discovered the defect or malfunction, stating in detail the nature and extent of, Solensy Italy SRL may at its sole opinion: a) replace the defective product with other foodstuffs, without any additional burden on the customer, or b) repair the defective product at no additional charge for the customer, or c) apply a reduction of the Consideration paid by the customer, or d) refund to Customer the price paid for non-compliant products and consequently terminate the Agreement regarding the same. In any case they are charged to the customer all costs of transportation and insurance. The customer can not demand compensation for any losses or lost profits due to malfunction or defects of the Products.Any returns of goods will be accepted only if authorized in writing by Solensy Italy SRL
40. It 'is understood that any claim or dispute, give the customer the right to suspend or delay payment of the products in dispute, nor, still less of other supplies.
41. If the complaint proves to be unfounded or malfunction due to defects, the customer will be required to reimburse all expenses Solensy Italy SRL (appraisals, cost assessment, etc..) Incurred by him for the verification of abnormal Products and spoiled.
42. In any case, the guarantee does not apply where the product was provided by Italy SRL present Solensy tampering and / or resulting from unauthorized modification or mishandling by the customer and / or unauthorized personnel, if they are not complied with the instructions provided by the customer by the manufacturer or Solensy Italy SRL, in the case of defects caused by use and / or improper storage of the customer.
43. The guarantee of proper operation of the Product supplied is generally equal to 24 months from the date of delivery to the customer unless otherwise agreed between the Parties agree. The Customer shall in no event boasts more guarantees than those provided by the Civil Code.

 
MORE FORCE
 
44. Solensy Italy SRL shall not be liable for breach of its obligation, if he proves that such non-performance is due to an impediment or event (for example, fires, wars, kidnappings, disruption, strikes, production downtime and defects or delays in deliveries from suppliers) independent of its control and which could not reasonably be required to provide at the conclusion of the Agreement.
45. If the event or impediment continues to exist for a period exceeding 90 (ninety) days, the party unable to comply may terminate this Agreement by notice in writing (fax, letter rr) the other party, which may not claim any compensation damage or other contractual sanction.

WITHDRAWAL

46. If the payment of accounts and / or balances not made within 5 days from the time it is due, Solensy Italy SRL reserves the right to declare the contract avoided pursuant to and for the purposes of Art. 1456 Civil Code holding amounts to a penalty up to that time, and possibly perceived uil reserving the right to claim compensation for further damage from Your failure.
47. If the customer after signing the order to supply material to decide its right to rescind the order of the dates on which the order still has the same validity, Solensy Italy SRL reserves the right to withhold as a penalty all amounts up to then perceived and possibly reserving the right to claim compensation for damage from Your failure more.

PROTECTION OF PERSONAL DATA

48. Pursuant to and for the art. 13 D. Decree 196/03, the customer declares that he was informed of the subjects and the methods and purposes of their data and be aware of the rights under Art. 7 D. Decree 196/03.
49. With the signing of this, the customer also expresses consent to Solensy Italy SRL collects, maintains, uses and "stretches" the data that comes into possession for promotional, commercial, accounting and tax related to the completion of the contract. The Client also authorizes Solensy SRL Italy to transmit their data to qualified third parties, for purposes of the law and / or related contractual and / or arising from the relationship in place with Solensy Italy SRL

MISCELLANEOUS

50. Notifications. Any communication to be performed under this Agreement shall be valid, unless otherwise provided, if made in writing to the addresses indicated in the Offer to those reported later by the Parties. Communications other than as specifically provided in the form will be made by registered mail with return receipt.
51. Forbearance. Possible behaviors of the customer in violation of the conditions contained in the Contract may be tolerated by Solensy SRL Italy through a written document, however, this tolerance, or even implied by conduct, does not constitute a waiver of rights under the provisions violated or the right to requiring the exact fulfillment of all benefits due.
52. Assignment. And 'reserved only for Italy SRL Solensy the right to assign this Agreement to any third party or the rights derived therefrom, such as credits, the customer pays as of now its consent under' art. 1407 Civil Code
53. Completeness. The Agreement is the comprehensive regulation of relations between the Parties with reference to 'the subject, and supersedes all prior agreements, representations or between them.
54. Partial disability. Where possible, each provision of this Agreement shall be construed in such a way as to be valid and effective, but if a provision is deemed invalid or ineffective by itself, without invalidating the remainder of the Agreement.
55. Jurisdiction. All disputes relating to the Contract, including those related to its execution and / or interpretation and / or application, even arising from a tortious action, will be brought to the knowledge of the exclusive court of Padua, even if the connection of cause or third call warranty.