General terms of sale

ART. 1 - General information

a) These general conditions of sale and supply are valid for all the services of NOVA DITEX SRL , DITEX PADOVA SRL UNIPERSONALE, DITEX TECHNOLOGIES SRL (hereinafter referred to as the Ditex Group) to the Customer. Deviating conditions of the customer are considered valid only if expressly acknowledged in writing by the Ditex Group.
b) These general conditions of sale and delivery are valid even if they are not attached, in the particular case, provided that the customer has been made aware of them in another way.
c) If a clause of these general conditions of sale and supply is found to be invalid, in whole or in part, the contracting parties will replace this clause with a new clause that is as close as possible to the legal and economic purpose.
d) The offers (especially those contained in price lists, brochures, the Internet, etc.) are not binding.
e) All legally relevant agreements and declarations of the contracting parties require written form to be valid. In the event of any discrepancies between the contractual provisions agreed in writing and these conditions, the contractual provisions prevail.

ART 2 - Conclusion of the contract/Orders

a) Orders forwarded directly to Ditex Group or received by the latter through its agents or representatives will not be considered definitively accepted unless following written confirmation (order confirmation) from Ditex Group.
b) The contract is considered concluded when Ditex Group receives written confirmation of acceptance of the order and the estimate, or issues an invoice.
c) Any discrepancies from the order in the order confirmation, estimate or invoice become part of the contract, unless the customer objects in writing within five (5) working days from receipt of the order confirmation. The right to correct calculation errors remains reserved.
d) Any modification or cancellation of the order requested by the customer can only be taken into consideration if received in writing by Ditex Group seven (7) days before shipment of the goods.
e) In the case of goods produced to order, Ditex Group reserves the right to accept any modification of the order at any time, such orders will be considered to be honored and will involve a change in price.

Article 3 - Prices

a) Unless otherwise agreed, all prices are net, in the EURO currency, without any discount.
b) Surcharges for small order quantities or express supplies, transport and packaging costs, as well as costs for the realization of special requests, are charged to the customer and are shown separately on the invoice.
c) If in the period between stipulation of the contract and delivery, the prices should undergo variations due to unforeseeable circumstances (above all currency fluctuations and supplier prices), the Ditex Group has the right to adjust the prices accordingly by sending a new estimate.

Art. 4 - Terms of Delivery

a) The delivery time specified in the order confirmation and invoice is valid.
b) The delivery term is adequately extended if:
b1) The Ditex Group does not receive the data necessary for the fulfillment of the contract in time or if the customer modifies the data at a later time causing a delay in delivery.
b2)impediments occur, which Ditex Group is unable to remedy despite the aforementioned care, regardless of whether they occur at Ditex Group, the customer or third parties.
c) Delay in delivery does not give the customer any right to compensation or other services, nor does the customer have the right to withdraw from the contract.
d) If, due to events not attributable to it, which occur at its headquarters or those of its suppliers, the Ditex Group is unable to make the delivery or make it on time, it has the right to totally or partially withdraw from the contract. Ditex Group particularly reserves the right to make partial deliveries.

Art. 5 - Transfer of risks

The risks relating to the goods and, in particular, those relating to their transport are transferred to the customer starting from the delivery of the same, which takes place at the time of delivery or withdrawal of said goods from the factories or warehouses of the Ditex Group, for each sale, whatever the destination and whatever the method of sale or payment of the transport. However, for orders with reference to INCOTERMS, the INCOTERMS rules in force at the time of sale apply. It is up to the customer alone to protect his rights with respect to the carrier by adopting the appropriate measures within the times and in the manner established by the regulations applicable to such cases.

Art. 6 - Packing, Transport and Risks

The goods travel at the risk and peril of the customer (art. 5) even if sent carriage free and any liability of the Ditex Group therefore ceases as soon as the goods leave its warehouses. Unless otherwise agreed, packing and transport are charged to the customer. Any insurance, for transport risks and of any other nature, is carried out only at the explicit request of the customer and at the latter's expense. In the absence of appropriate instructions, our company forwards the goods by the means it deems most suitable.


Art. 7 - Verification and acceptance of supplies

a) The customer is required to check the goods within five working days of receipt, reporting any anomalies in writing to Ditex Group within this period. Once the aforementioned term has elapsed, the goods are considered accepted.
b) Ditex Group will eliminate the reported defects, as per art. 7 a), if recognized by it as attributable to it, or at its choice will replace the defective goods.
c) The customer cannot assert other rights, for defects of any kind in the supplies, with the exception of those expressly mentioned in Articles 7 and 8.

Art. 8 - Warranty and liability for defects

a) The warranty period starts from the arrival of the goods at the agreed place of delivery. The goods could be composed of several components, which could be covered by a different warranty period. In particular, this guarantee is valid for a period of 12 months with the general exclusion of consumables, the duration of which is equal to 6 months. The replaced or repaired goods are not covered by the new warranty.
b) The customer has the exclusive right to the replacement or repair of defective goods. Changes and reductions are excluded.
c) The guarantee expires prematurely due to inappropriate modifications or repairs made by the customer or third parties or if, in the event of a defect, the customer does not immediately give Ditex Group the opportunity to eliminate it.
d) Ditex Group assumes no responsibility for defects attributable to inaccurate information provided by the customer. Furthermore, Ditex Group does not assume responsibility for defects occurring on other components following the reassembly of the product overhauled or supplied by Ditex Group, due to natural wear, faulty maintenance, inadequate use, excessive use, force majeure events, as well as for other reasons not attributable to the Ditex Group.
e) Ditex Group is not liable for consequential damages or indirect damages linked to the use or temporary unusability of the product supplied, above all for damages due to loss of earnings and any inconvenience for the customer.
f) In the event that third parties require Ditex Group to answer for civil liability damages deriving from the product, the cause of which lies in a defect not attributable to Gruppo Ditex (bad assembly or replacement), the customer must compensate Ditex Group for all expenses incurred.

Art. 9 - Retention of title

The ownership of the goods is reserved to the Ditex Group until full payment of the price and the ancillary items, while it remains specified that the risks on the goods are transferred to the buyer at the time of delivery, as specified in the previous Art. 5. Consequently, in in the event of partial non-payment, Ditex Group reserves the right to demand the return of the delivered goods, on the first request and without any other formality, wherever they may be. Any and all expenses attributable to the retransfer of the goods to the Ditex Group premises will be charged to the customer. The customer will be also required to comply with the obligations incumbent as warehousekeeper of the goods. Consequently, the buyer will have to pay the price of the goods in case of accidental loss or not. The customer undertakes not to remove the packaging or labels present on the goods not yet paid. The provisions listed above will apply, without prejudice to any action aimed at obtaining compensation for damages due to non-payment or partial payment of the price.

Art. 10 - Failure to pay

a) Failure to pay even one invoice constitutes a serious breach and authorizes the Ditex Group to suspend further deliveries or to consider the contract immediately terminated due to default by the customer, subject to any right to claim compensation for damages. Similarly, if the contract provides for a form of deferred payment and the customer does not pay within the terms or submits a complaint on a consignment that has already been delivered, Ditex Group will have the right to revoke this condition and request advance payment for subsequent deliveries. If the customer does not satisfy this request, Ditex Group may terminate the contract, reserving the right to claim compensation for damages. In the event that payment is not made by the deadline indicated on the invoice, default interest will be fully payable for the delay, without formal notice and without prejudice to any claims for compensation, from the day following the deadline.
b) If the buyer's financial situation gives rise to justified concern, the Ditex Group reserves the right, for orders in progress, to demand payment in cash or in advance.
c) In the event of staggered shipments of the products covered by an order or agreement, the invoices corresponding to the individual deliveries are payable on the respective due dates, without waiting for the delivery of all the products covered by the order or agreement.

Art. 11 - Force majeure

They are contractually assimilated to force majeure and will constitute a cause for termination or suspension of the obligations of the Ditex Group, without the customer having the right to raise any exception, accidents involving the production or storage of their products, the partial or total suspension of supply of raw materials or energy, defaults of transporters, fires, floods, epidemics or pandemics, breakdown of machinery, total or partial strikes, administrative decisions, interventions by third parties, wars and any external event of a nature capable of delaying or preventing or excessive fulfillment of the obligations of the Ditex Group.

Art. 12 - Jurisdiction

a) This contract is subject to Italian law excluding the Vienna Convention on Sale.
b) Competent and exclusive court for any dispute that may arise between the contractual parties and that of Verone.