EBI HANDMADE ACCESSORIES di Elif Malkoclar with its offices located in SCANDICCI, VIA DEL PADULE 64/G represented by Mrs. ELIF MALKOCLAR, and owner of CRAAFTS, hereinafter called the Seller.
Article 1. General
1.1 This contract of sale is governed by the United Nations Convention on the International Sales of Goods, and any matters not covered by the aforementioned convention shall be governed by Italian law.
1.2 Any reference made to trade terms (such as EXW, CIP, etc.) is deemed to be made under the standards set forth by Incoterms published by the International Chamber of Commerce, which are in current use at the time of the drafting of this contract
Article 2. Product features - Modifications
2.1 Any information or data relating to technical features and/or specifications of the products contained in brochures, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the contract.
2.2 The Seller reserves the right to make any modifications to the products which, without altering their essential features, are deemed necessary or suitable.
Article 3. Delivery times
3.1 If the Seller expects that she will be unable to deliver the products on the agreed-upon date of delivery, she must inform the Buyer in a timely fashion, in writing, of such occurrence, stating, as far as is possible, the estimated date of delivery. It is agreed that if a delay for which the Seller is responsible lasts more than 6 weeks, the Buyer will be entitled to terminate the contract pertaining to the products whose delivery has been delayed, by giving 10 days' notice, to be communicated in writing (also by telefax) to the Seller.
3.2 Any delay caused by force majeure (as defined in Article 9) or by acts or omissions on the part of the Buyer (e.g. the lack of information which is required in order to supply the products), shall not be considered a delay for which the Seller is responsible.
3.3 In case of delay of delivery for which the Seller is responsible, the Buyer may request, after having summoned the Seller in writing, compensation for actual damages suffered, within the maximum amount of 5% of the price of the products whose delivery has been delayed.
3.4 Except in the case of fraud or gross negligence, the payment of the amounts indicated in Article 3.3 excludes any further compensation for damages arising out of non-delivery or delayed delivery of the products.
Article 4. Delivery and shipment - Complaints
4.1 Unless otherwise agreed, the supply of the goods will be Ex Works, even if it is agreed that the shipment, either in its entirety or partially, will be seen to by the Seller.
4.2 In any case, regardless of the delivery terms agreed upon by the two parties, the risks shall pass to the Buyerat the moment of delivery of the goodsby the first carrier.
4.3 Any complaints relating to packing, quantity, number or exterior features of the products (visible defects), must be communicated to the Seller, by registered letter with return receipt, within 7 days from receipt of the products. failing such notification the Purchaser automatically forfeits his/her right to claimthe above defects . Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the Seller, by registered letter with return receipt, within 7 days from discovery of the defects and shall not exceed more than 12 months from delivery. failing such notification the Purchaser automatically forfeits his/her right to claim the above defects.
4.4 It is agreed that any complaints or objections shall not entitle the Buyer to suspend or delay payment for the products or payment for any other supplies.
Article 5. Prices
Unless otherwise agreed, the prices listed on the website are to be considered Ex Works, and products shall be packed according to common practice with respect to the agreed transport means. It is agreed that additional costs or charges shall be at the expense of the Buyer.
Article 6. Payment terms
6.1 If the parties have agreed on payment in advance without any further indications, it will be assumed that advance payment refers to payment in full. Unless otherwise agreed, advance payment must be credited to the Seller's account before the agreed date of delivery.
6.2 Unless otherwise agreed, any expenses or bank commissions due with respect to payment shall be paid by the Buyer.
Article 7. Warranty for defects
7.1 The Seller shall remedy any defects, lack of quality or non-conformity of the products for which he is liable, occurring within twelve months from delivery of the products, provided the Seller has been notified of the defects in a timely fashion, in accordance with Article 4.3. The Seller will have the choice between repairing or replacing the products which have proven defective. Products that are repaired or replaced under the warranty shall be re-submitted under the same guarantee for a period of six months starting from the date of repair or replacement.
7.2 The Seller does not guarantee that the products conform to special specifications or technical features or that they are suitable for particular usages except to the extent that such characteristics have been expressly agreed upon in the contract or in documents referred to for that purpose in the contract.
7.3 Except in the case of fraud or gross negligence, the Seller's only obligation in the case of defects, lack of quality or non-conformity of the products, will be that of repairing or replacing the defective products. It is agreed that the afore-mentioned guarantee (which consists of the obligation to repair or replace the products) is in lieu of any other legal guarantee or liability, and absolves the Seller of all other liability (both contractual and non-contractual) which may arise out of or in relation to the products supplied (e.g. compensation of damages, loss of profit, recall campaigns, etc.).
Article 8. Exclusive use and retention of title
The Buyer is granted exclusive rights to use, reproduce, and modify products, with the exception of intellectual property rights, as established by E.U. PARLIAMENT LAW N° 2004/48/CE, 04/29/2004, for eighteen (18) months from the moment the contract is executed. Upon contract expiry the product shall be made available for sale by the Seller who remains the sole owner of the intellectual property rights of its products.
The Seller shall suspend sale of the product for which exclusive use has been granted to the Buyer from its sales catalogue.
The Seller must demonstrate that he/she has justified, objective reasons in the case that he/she decides to limit or cancel exclusive use or to make deals for the distribution of the same products with other businesses in the contractual territory.
It is agreed that the products delivered remain the Seller's property until complete payment is received by the Seller.
Retention of title is extended to the products sold by the Buyer to third parties and to the price of such sales, within the maximum limits set forth by the laws of the country of the Buyer which regulate this clause.
Article 9. Force majeure
9.1 Either party shall have the right to suspend adherence to his/her contractual obligations when adherence becomes impossible or unduly burdensome because of unforeseeable events beyond his/her control, such as strikes, boycotts, lockouts, fires, war (both declared and undeclared), civil war, riots, revolutions, requisitions, embargoes, energy blackouts, and delay in delivery of components or raw materials.
9.2 The party wishing to make use of this clause must promptly communicate in writing to the other party the event and the forseeable end of such force majeure circumstances.
9.3 Should the suspension due to force majeure last more than six weeks, either party shall have the right to terminate the contract by providing 10 days' written notice to the other party.
Article 10. Jurisdiction/Arbitration
The competent law courts of the locale where the Seller has her registered office shall have exclusive jurisdiction in any action arising out of or in connection with this contract. However, as an exception to the aforestated, the Seller reserves the right in any case to bring his action before the competent court of the locale where the Buyer has his/her registered office.
Should the Buyer’s offices be located outside of the European Union, all disputes arising out of or in connection with the aforestated General Conditions shall be difinitively settled under the Arbitration Rules of the Arbitration Chamber of Florence by one or more arbitrators appointed in accordance with the aforementioned Rules.