General conditions of sale
These general terms and conditions of sale (”Terms”) regulate and govern every “Sale” contract (with particular but not exclusive reference to the sale of slabs and / or blocks of stone and / or marble and any product or service correlated – “Product”) between the Seller (“Marimar Srl”) and the purchaser (“Purchaser”), unless otherwise agreed and / or waived by both parties.
Method of conclusion of the contract
Marimar Srl, upon request of the Purchaser, sends a document called “Final and irrevocable offer and order confirmation” (“Offer and order confirmation”) which contains – at least – the indication and description of the requested Product, the quantities, the price, the indicative terms of delivery, the place of delivery, the terms of payment, the jurisdiction, the applicable law and the competent court in the event of disputes.
The Sale must be considered concluded when: I) Marimar Srl receives the Offer and order confirmation duly completed and signed by the Purchaser by fax, e-mail or other electronic means; II) in the case of an Offer and order confirmation sent to Marimar Srl containing conditions that differ from the document initially sent, when Marimar Srl accepts it in writing; III) in the absence of an Offer and order confirmation duly exchanged between the parties, when the Product will be delivered to the Purchaser or to a person in charge / carrier.
It is understood that any verbal or telephone agreement with the Purchaser relating to the sale does not bind Marimar Srl unless confirmed in writing by the latter.
Delivery – shipping – failure to collect
Unless otherwise agreed in writing, the Product is considered sold and delivered to the Purchaser or to a third party appointed by the latter in Ex-works (EXW – Incoterms) mode at the Marimar Srl plant in Via Napoleone n. 67 in S. Ambrogio di Valpolicella (Italy), all this even when it is agreed that the shipment or part of it is handled by Marimar Srl. In any case, whatever the delivery terms agreed by the parties, the risks pass to the Purchaser at the latest with delivery to the first carrier.
Any change in the destination of the Product, other than that agreed in the Offer and order confirmation, must be communicated by the Purchaser in writing no later than the third day prior to that scheduled for collection at the Marimar Srl headquarters (subject to the latter not accepting this variation). In the event that the actual destination of the Product is different from that declared by the Purchaser, Marimar Srl reserves – at its sole discretion – the right to suspend the execution of the sales contract and / or to terminate the contracts in progress, without the Purchaser being able to claim direct and / or indirect compensation of any kind.
The Purchaser undertakes and agrees that the vehicle sent to the Marimar Srl warehouses complies with current legislation and is suitable for loading and transportation in relation to the nature of the Product. If the agreed means should not be compliant and / or suitable, the Seller reserves – at its sole discretion – the right to deny the loading operations without anything being requested by the Purchaser by way of compensation for any direct charge and / or indirect that may derive from it.
It is the Purchaser’s responsibility to instruct the carrier to check the Product, quantity and packaging before loading; any observations in relation to the integrity and compliance of the quantities loaded with those indicated on the transport document, must be raised by the carrier at the time of loading. These observations must be reported on all copies of the transport documents, otherwise the products loaded are intended to be intact and complete. It follows that Marimar Srl assumes no responsibility in relation to deficiencies and / or losses and / or damages of the Product not reported by the carrier.
It is the Purchaser’s responsibility and obligation to instruct the carrier to carry out all the loading phases as well as to ensure the stability and correct fixing of the Product on the vehicle so that during transport no damage and / or breakages and / or losses occur and are compliant with all provisions (national and international) concerning road traffic and road and environmental safety.
If, once the Product has been prepared for shipment to the Purchaser, the delivery has not taken place due to a fact not attributable to Marimar Srl or due to force majeure, the delivery will be understood to have been carried out for all purposes with the simple notice of goods ready for collection to be communicated to the Purchaser by e-mail or fax. From the day following the sending of the aforementioned notice, in addition to the agreed price, Marimar Srl will also be due the fee for the deposit at the Marimar Srl warehouse in the amount equal to 2 (two)% of the amount indicated on the invoice, for each whole week late; in the event of a delay of less than a week, the percentage will be exceptionally calculated in proportion to the days of delay. All risks relating to the period of storage of the goods at the warehouse of Marimar Srl are the sole responsibility of the Purchaser. If the Purchaser’s refusal to receive the goods persists for more than 30 (thirty) days from the notice of goods ready for collection, the contract must be considered terminated.
Unless otherwise agreed in writing:
– the slabs and bundles are sold and delivered loose and not connected / joined together;
– the processed material (such as, by way of explanation but not limited to, tiles, floor tiles, flooring, finished products and / or cut to size) is sold and delivered in wooden packaging.
The types of packaging are as follows:
– “Half-pallet”: flat wooden pallet (maximum size 1000×600 mm), price € 16.00 each, excluding VAT;
– “Pallet”: flat wooden pallet “EUR-EPAL” (maximum size 1200×800 mm), price € 23.00 each excluding VAT;
– “Box”: wooden pallet with longitudinal sides or with 4 closed sides (maximum size 1150×750 mm), price € 30.00 each excluding VAT;
– “Special box”: string / bundles / structure made to measure, price € 75.00 each excluding VAT.
Marimar Srl reserves the right – at its sole discretion – to use the most appropriate packaging with respect to the type and quantity of the Product ordered by the Purchaser.
The cost will be indicated and entered during the billing phase on the basis of the price list indicated above, all unless there is a formal written agreement drawn up by the parties.
Terms of delivery
The delivery terms are purely indicative, counted for working days (from Monday to Friday included) and, in any case, are valid only in normal working and procurement conditions. The Purchaser waives any indemnity or compensation claims against Marimar Srl for direct and / or indirect damages due to delays or partial fulfillment of deliveries, as long as they are not attributable to willful misconduct by Marimar Srl.
Marimar Srl reserves the right to make – at its sole discretion – partial deliveries.
In case of a delay in delivery attributable to Marimar Srl, the Purchaser may request, after notice sent only by fax, certified e-mail or registered letter, compensation for the actual damages demonstrated by him all, in any case, within and not beyond the maximum limit of 3 (three)% of the price of the Products delivered late. Except in the case of willful misconduct, the payment of the aforementioned sums excludes any further compensation for damage due to failure or delay in delivery of the Products. This guarantee absorbs and replaces any and all guarantees or liabilities provided for by law, and excludes any other liability of Marimar Srl (both contractual and extra-contractual).
In no case of delay or partial evasion of Product deliveries, will the Purchaser have the right to refuse the risk, even partial, of the goods shipped and / or to refuse delivery of the same.
Prices – discount
The Purchaser will purchase the Product from Marimar Srl at the price (“Price”) established in the Offer and order confirmation.
Unless otherwise agreed in writing, the Sale Price is net of any other expense, charge or cost, for cash (where possible and, failing that, by check or bank transfer) and for delivery Ex-Works / Ex factory of Marimar Srl indicated in the Offer and order confirmation (and, failing that, in Via Napoleone n. 67 in S. Ambrogio di Valpolicella – Italy), all net, purely by way of explanation but not limited to, of transport costs, insurance, customs duties, packaging and assistance.
The conditional discount agreed in writing between the parties is subject to strict compliance with the payment terms. Failure to pay within the agreed terms will result in the forfeiture of the benefit of the discount provided and the Purchaser who had unduly withheld it is obliged to reimburse it to Marimar Srl.
Unless otherwise agreed in writing by Marimar Srl, the price is due in full on the due date of the invoice.
Any payment obligation must be made to Marimar Srl on the current account better indicated in the Offer and order confirmation and, failing that, at the registered office of the latter. The payment is considered to have been made when the sum becomes available to Marimar Srl at its bank in Italy.
Any payments to agents and / or representatives and / or trade auxiliaries are not intended to be made until the relative sums have been credited to the C / C of Marimar Srl in Italy and the latter acknowledges receipt in writing.
It is expressly forbidden for the Purchaser to carry out its fulfillment through payments from countries other than its own country of residence (with particular reference to those countries that do not guarantee an adequate exchange of information with Italy). In case of violation of this prohibition, Marimar Srl reserves the unquestionable right to terminate the contract for just cause without the Purchaser having the right to obtain any compensation for any damage suffered.
Any costs of stamp duty and collection of bills and drafts are the responsibility of the Purchaser.
Even partial delay in the payment of invoices beyond their deadline gives rise to the immediate commencement of the default interest applicable to commercial transactions to the legal extent in force, in addition to the debit of any bank charges and commissions.
Failure to pay for any reason, as well as failure on the part of the Purchaser to fulfill any other obligation authorizes Marimar Srl to suspend sales and related deliveries, as well as to immediately demand payment of the entire credit, without prejudice to the right of Marimar Srl to withdraw from the Offer and order confirmation in progress.
Unless otherwise agreed in writing, the Purchaser undertakes not to offset any credit, however arising, against Marimar Srl.
The Product, even if sold carriage paid, always travels at the Purchaser’s risk and peril, even in the event of any theft, damage, tampering that may occur during transport.
Upon receipt of the Product, the Purchaser must immediately subject it to an accurate check through a visual examination carried out by qualified personnel / professionals / technicians.
Due to the natural properties of the goods, all the Products offered by Marimar Srl are subject to substantial variations in colour, shade, shading, texture, structure, finish and Marimar Srl cannot be held responsible for any damage and / or claims arising from such natural causes of variation in the commodity. The Purchaser understands and accepts that the thickness of the Product may vary from the agreed measurements of + or – 2mm, without this being considered a defect.
Unless otherwise agreed in writing, Marimar Srl does not guarantee that the Product corresponds to any samples previously sent to the Purchaser (which must bear, in any case on the back, the date and signature of the Purchaser and of Marimar Srl).
The warranty of Marimar Srl is intended, in any case, limited to the first choice Product only and not to the second or third choice Product or to special offer lots with special prices or discounts when indicated in the Offer and order confirmation.
Furthermore, Marimar Srl does not guarantee the suitability of the Product for particular uses and processes but only the well-known technical characteristics and in the public domain. It is always the Purchaser’s responsibility and obligation to assess the suitability of the Product for the specific conditions of its use also according to the stresses and variables that may occur in the destination / use environment and that may alter its characteristics (such as, for example, any adverse weather conditions and any other uncertainty to which the Product may be exposed), all this even if Marimar Srl should provide specific technical characteristics.
The indications for use and technical specifications, when presented by Marimar Srl in catalogues and / or brochures, are to be considered purely indicative.
If it is ascertained that the Product shows obvious defects, Marimar Srl will replace the defective Product with another one having the same or superior characteristics and, if this is not possible, a suitable reduction in the price. Alternatively, the Purchaser will be entitled, upon return of the defective Product, to a refund of the price paid, plus the cost of transport, with the exclusion of compensation for any other direct and / or indirect damage.
The warranty of Marimar Srl must be considered excluded in the event that the Product affected by obvious defects (in whole or in part) has been modified, used, laid, cut and / or in any case transformed, considering that in this way the Purchaser (or his client) has expressed a willingness to accept them as they are.
If it is ascertained that the Product manifests hidden defects, the warranty of Marimar Srl is limited to the replacement of the material with another one having the same or superior characteristics and, where this is not possible, to the reimbursement of the price paid plus the cost of transport. In any case, the guarantee of Marimar Srl for any direct and / or indirect damage in any case originating from the defective product, must be understood as limited to a sum that cannot exceed double the sale price applied by Marimar Srl in relation to the only part of the defective supply.
It is understood that the aforementioned guarantees (consisting of the obligation to replace the Product, reduce the price, reimburse the price paid plus the cost of transport, …) are absorbent and replace the guarantees or responsibilities provided for by law, and exclude any other liability of Marimar Srl (both contractual and non-contractual) in any case originating from the Product supplied (which, by way of explanation but not limited to, compensation for damage, loss of earnings, recall campaigns, …).
Any complaint relating to the state of the packaging and / or the Product, the quantity, the number or the external characteristics of the Product (apparent defects) must be notified exclusively by registered letter with return receipt, fax or certified e-mailand under penalty of forfeiture no later than the day following receipt of the Product. Any complaints relating to hidden faults and defects must be notified to Marimar Srl by registered letter with return receipt, fax or certified e-mail, under penalty of forfeiture, no later than 8 (eight) days from the date of discovery of the defect (the relative action is prescribed ex art. 1495 Civil Code in one year from delivery).
The claim must, in any case and necessarily, contain the delivery and billing data and a precise and timely description of the claimed defect accompanied by photographic images.
The purchaser also undertakes to make the entire batch of the Product available to Marimar Srl for its examination (even with qualified personnel).
It is understood that any complaints or disputes do not entitle the Purchaser to suspend and / or delay payments for the disputed Product, nor, much less, for other sales.
Failure and / or incorrect communication of the complaint in the manner and timing best described above will constitute an irrevocable acceptance of the Product and an admission that this Product is in conformity with the one ordered and has been received by the Purchaser in good condition and without damage / defects.
Should the complaint prove to be unfounded, the Purchaser undertakes to compensate Marimar Srl for all expenses incurred for any inspection and for the professionals in charge (travel, food, accommodation, appraisals / consultancy, etc.).
Cancellation – goods return policy
All the goods requested by e-mail, fax, certified e-mail or registered mail by the Purchaser to Marimar Srl constitute a final and irrevocable order.
No Product can be returned to Marimar Srl without the prior written authorization of Marimar Srl.
In the event of a return authorized by Marimar Srl, the Product must be returned carriage free at the Purchaser’s expense and risk at the current headquarters of Marimar Srl in Via Napoleone n. 67 in S. Ambrogio di Valpolicella (Italy) within the essential term of 8 (eight) days, starting from the date of receipt of the authorization from Marimar Srl.
The Purchaser will be credited with the purchase price of the Product within the following 30 (thirty) days from receipt of the goods and, in any case, not before the verification of the integrity and correspondence of the returned Product, less the minimum amount of 15 (fifteen). % for administrative fees.
Marimar Srl reserves the right, however, not to accept the return, or to apply a higher percentage for administrative costs in the case of goods returned after the deadline indicated above.
Marimar Srl will not be held responsible and may, therefore, delay and / or suspend the execution of its contractual obligations when such execution is made impossible or too burdensome by an unforeseeable impediment independent of its will (such as strike, boycott, pandemics, epidemics, natural disasters, lockout, fire, war declared or not, civil war, acts of terrorism, riots and / or revolutions, requisitions, embargoes, power outages, extraordinary breakdowns of machinery, delays in the delivery of components, raw materials or subcontracting) or any other cause / circumstances occurring at the conclusion of the contract beyond the reasonable control of Marimar Srl or as a result of the Purchaser’s acts or omissions.
The Purchaser is required to observe the utmost confidentiality on all information of a technical nature (such as, merely by way of example, drawings, prospectuses, documentation, …) and of a commercial nature (including contractual conditions, purchase prices, payment conditions, discounts …) learned in execution of this Agreement.
The obligation of confidentiality is assumed for the entire duration of the Contract as well as for the period following its execution.
In any case of non-compliance with the confidentiality obligation, the Purchaser is obliged to compensate Marimar Srl for all damages (direct and indirect) that may arise.
Trademarks and distinctive signs of seller
The use, by any means (such as, by way of example but not limited to, print, video, radio, internet, social media, instant messaging platforms, …), of trademarks, ornamental models and works of ingenuity in general, in any form or mode of expression (such as images, photos, drawings, films, figures, structures, …) constituting the intellectual property of Marimar Srl are strictly forbidden.
Any exception – even partial – to this prohibition must be authorized in writing by Marimar Srl.
Language of the contract, applicable law, jurisdiction and choice of court
All sales contracts concluded by Marimar Srl, regardless of the nationality of the Purchaser and / or the place of destination of the Product, are governed by Italian law or, at the choice of Marimar Srl itself, by the law of the place where the Purchaser is based.
The application of the Vienna Convention on International Contracts for the Sale of Goods of 11 April 1980 is expressly excluded (with the exception of the provisions of the aforementioned Convention regarding the freedom of form of contracts, which is expressly applied) and other Conventions in force. in matters of international sales and regulating the conflict between laws.
Any dispute that may arise between the parties is attributed to the Italian jurisdiction and to the exclusive jurisdiction of the Court of Verona, without prejudice to the right of Marimar Srl to take action where the Purchaser has his domicile or residence.
If the General Conditions are drafted in more than one language, the text in Italian will prevail.
The Purchaser cannot invoke or object to conditions other than those contained in this document. Therefore, any conditions specified in writing by the Purchaser on the Offer and order confirmation or in any other phase of the contractual negotiation as well as after the acceptance or knowledge of the General Conditions of Sale as well as any general conditions of purchase by the Purchaser himself have no validity. In this sense, the execution, even partial, on the Offer and order confirmation by Marimar Srl or any other fulfillment thereof towards the Purchaser are not valid and cannot be interpreted as tacit or implicit acceptance of any general contract condition that has not been explicitly signed by Marimar Srl.
No agreement or pact that modifies or extends these conditions will therefore be binding between the parties unless it is concluded in writing, refers expressly to this document and is signed by Marimar Srl and the Purchaser.
The Purchaser acknowledges and agrees that any tolerance, even repeated, of non-fulfillment or delayed fulfillment cannot in any way be interpreted as tacit modification, repeal or renewal of the obligations and rights arising from this document.
The invalidity in whole or in part of individual provisions of these General Conditions of Sale does not affect the validity of the remaining provisions.
The general conditions of sale are valid exclusively for contractual relationships between Marimar Srl and professional operators, for which it will not find any application the Legislative Decree 6 September 2005, n. 206 (Consumer Code) and subsequent amendments.
Information processing of personal data (EU Reg. 2016/679 – Legislative Decree n. 196/2003).
Marimar srl undertakes to collect and process the personal data of which it becomes aware in accordance with Legislative Decree n. 196/2003 and the EU Regulation 2016/679, with the purposes related to the execution of this contract and for the fulfillment of any legal obligation, including tax or accounting. The information is available on the website at the following link.
Marimar Srl – Ed. 1/2021
Courtesy Translation, the official text is the one in Italian which can be consulted here.