METALBOTTONI SALES CONDITIONS AND QUALITY REGULATIONS
General Sales Conditions
The general Sales Contract is governed by the following conditions which annul and replace the previous conditions or agreements between the parties regarding the sales conditions unless there exist any specific agreements contrary hereto, reduced to writing and signed by the parties.
1) Order confirmation
The Client expressly confirms that it knows the present general sales conditions (GSC) and which can be consulted at any time on the website of Metalbottoni Spa and of which conditions the client is in any event made aware before an order. These GSC are deemed to have been accepted and binding unless the client shall have given written notice of objection by registered mail or certified electronic mail within seven days of receipt of these conditions.
The order is deemed accepted , in terms of the present contract, only after the issue of an order confirmation on the part of Metalbottoni together with the delivery date.
2) Item “as per sample”
a) Sales to the client are regarded as sales “as per sample” chosen by and furnished to the client and deemed by it to be suitable for the purposes for which it requires the items. Having had a sample, the client will have done all the necessary testing to ensure that the product is to its satisfaction. Accordingly, the goods supplied may not necessarily be identical to the sample supplied, but must possess the essential requirements thereof. The parties will use as reference the Master sample, the prototype items supplied, samples supplied, pre-orders duly accepted by written or email communications by the client expressly excluding that the present agreement is to be considered a sale by sample.
b) The client shall have the obligation and responsibility to carry out all and any testing procedures on the items supplied at the pre delivery and sample stage of the proceedings, and shall notify the seller of any defect in the product within 15 days of any defect which may have manifested itself. In the event of the client failing so to notify the seller, the product shall be deemed to be suitable and acceptable.
c) In the event of a negative outcome of the tests carried out by the client, the seller shall provide a new sample according to the specifications of the client for new testing, and the parties shall agree on a different price where necessary.
d) Once the testing has been satisfactorily carried out by the client, the final product shall constitute the “Master” item with which all future deliveries will comply with, as regards color and manufacturing specifications, and which specs shall be inserted in the production order. Any modifications effected thereafter shall be by agreement between the parties and reduced to writing, both as to specs and price.
e) The abovementioned characteristics are understood and referred to as the “Master type sample” which shall not be subject to alterations of whatsoever nature on the part of the client.
f) The onus is on the client at the sample stage to inform the seller of the uses of the products supplied in the production of the items. In any event, Metalbottoni repeats the following:
– If the accessory is to be affixed on light fabrics, or on leather or eco leather or wools including cashmere, cotton or dyed fabrics in general, in the case of vintage, oxidized and/or full colored finishings, if not previously varnished, the seller shall not in any way be liable for color running and/or oxidization problems or color variances.
– If the accessory is to be affixed on dyed clothing, it will be necessary to carry out testing to the color fastness and the final result.
– If the accessory is to be affixed to clothing items requiring special washing procedures, it will be necessary to follow the procedure above.
– If the accessory is to be applied to materials requiring particular variations or ironing, the procedure above is to be followed.
– For pressure buttons, the client shall be obliged to provide samples of the materials where the product will be applied, in order for the seller to carry out appropriate tests.
3) Color reproduction – Tolerance
a) Metalbottoni will use its best endeavors to make the items supplied with the order as close as possible to the “Master” sample provided, however the client acknowledges and accepts that it is impossible to provide exact replicas of such sample on industrial scale. The parties agree that the tolerance level for such discrepancies will be equal to 3%. If the client wishes to decrease the tolerance above, such request shall be negotiated by the parties and the price for further controls on the part of MB will be charged to the client.
b) In the Metalbottoni color chart, and initialed by the parties as having been seen, there are two types of finishings set out, and categorized with graphic designs, being defined “critical finishings” and “supercritical finishings” described as follows;
c) The finishings have been classified according to the material and type of finishing as:
1) Critical: empty triangle symbol (or single exclamation mark !): In different production lots, as a temporal production cycle, there could be a manifestation of SLIGHT COLOR DIFFERENCES from the Master, items, from one lot to the other, but considered acceptable in the historical color range of the finishing.
2) Supercritical: full triangle symbol ( or double exclamation mark !!): Within the ambit of the same production lot, THERE MAY BE SMALLER OR GREATER COLOR DIFFERENCES BETWEEN ONE ARTICLE FROM THE OTHER, compared to the Master, but considered acceptable in the historical color range of the finishing.
d) For the color shades of the bottoms of the jean buttons and rivets, Metalbottoni Spa uses the finishings applied in C1 above.
e) For the bottom of the pressure parts the conditions set out in C2 above will apply.
f) For non standard goods requested by the client Metalbottoni will assess the feasibility and communicate the results and the price to the client.
4) Defects in the goods
The client shall have the duty to ascertain and inspect the suitability and quality of the goods delivered immediately upon delivery and prior to using the goods.
The following category of defects will regarded:
a) Patent defects or those that can be seen with the naked eye on the goods supplied by Metalbottoni and which are prejudicial to the finished article of clothing or accessory. Any such defects shall be reported to MB within 10 (ten) days of ascertaining the defect, together with a full and detailed description of the alleged defect/s. Such goods are to be made available to the seller for full inspection. Any liability attached to such goods on the part of Metalbottoni shall be limited to the actual value of the damaged items and not to the lot of goods or any other type of damage whatsoever. Metalbottoni does not provide any warranty for goods which are defective as a result of incorrect communications or information on the part of the client, incorrect testing or use on the part of the client, nor for incorrect treatment or manipulation of the goods by the client or any third parties on his behalf. In any event, Metalbottoni Spa shall only pay the value of the goods in terms of this article of the GSC after having ascertained that the goods were not damaged through misuse.
b) Latent defects, not visible, or that can only be ascertained by means of scientific apparatus, or those which manifest themselves during or after packaging, transport, handling washing or while the item is in use. In order to limit such cases, the client shall, at the sample stage of the negotiations, indicate the use, type of fabric, specific washing instructions for the apparel, type of transport, shipping container and the location where the accessories will be sent and handled with particular reference to operations to be effected in China. Any latent defects discovered by the client shall be communicated to MB within 10 (ten) days of such discovery. Upon acceptance of such defect by MB, the liability of the seller shall be limited to the actual amount of the defected goods, and not the entire batch. . Metalbottoni does not provide any warranty for goods which are defective as a result of incorrect communications or information on the part of the client, incorrect testing or use on the part of the client, nor for incorrect treatment or manipulation of the goods by the client or any third parties on his behalf. In any event, Metalbottoni Spa shall only pay the value of the goods in terms of this article of the GSC after having ascertained that the goods were not damaged through misuse.
c) The parties expressly exclude that the following can be deemed defects forming the basis of a complaint:
1) A slight variation in color from one item to the other.
2)Slight marks on the surface of the product
3) Slight anomalies with a tolerance of 3% on scratches, blisters, marks and the like.
The client shall inspect the goods immediately upon receipt and ascertain that they are in order and suitable for the purposes for which they are required. The liability of the seller is limited to the goods in their original state, have which have not been subjected to further treatment (e.g. steaming, ironing, washing etc.) unless the parties have expressly agreed thereto in writing.
If within a period of 10 days of the discovery of a defect, latent or patent, the client shall not have made a written complaint, it shall be deemed to have waived its rights so to do.
Any complaint shall be taken into consideration only if presented in writing with attached documentation such as photographs of the damaged articles and containing a detailed description of the alleged defects. Such articles are to be labeled with identification tags containing full details of the batch no. as well as a full report by the person who effected the quality control. On receipt of any complaint as set out above, Metalbottoni Spa will carry out appropriate testing to check the validity or otherwise of such complaint.
If the complaint is deemed founded, MB will take all steps necessary to remedy the defect.
6) Return of goods
After having received the defective items together with all the relevant information as provided for in the preceding paragraph, and having conducted the appropriate testing, and having retained the complaint to be founded, MB will, in writing, authorize the return of the goods. Such authorization is in no way to be deemed an admission of any type of liability.
7) Delivery terms and modality
a) Delivery of the goods shall not be considered binding, unless otherwise agreed by the parties in writing, and there will be a tolerance period of 3 days. Delivery date means the agreed date as indicated on the order confirmation.
b) In the event of any delay in the shipping date, MB will immediately advise the client.
c) The delivery terms are all deemed ex-works.
8) Cancellation of orders
Any request for cancellation of any order or production cycle already initiated and any damages to MB deriving therefrom shall be assessed on the basis of the work in progress and the possibility of reallocating the goods. In the event of the cancellation of an exclusive order, all costs sustained in executing such order will be for the account of the client, and payable forthwith. The client shall also take delivery of the goods already produced.
9) Payment terms
Payment terms shall be as agreed between the parties and set out in the Order and confirmation Order. The client shall be liable for all bank charges and for any first delivery to a new client, payment shall be in advance.
In any event, the parties agree that in the event of any default in any one payment on the part of the client, the full amount then awing shall become immediately due and payable. Metalbottoni Spa shall have the right to institute immediate action for any amount due, together with mora interest as provided for in law.
In the event of any payment due not being paid, MB shall have the right to suspend any pending orders or delivery until payment shall have been effected. Such non-payment shall be deemed a fundamental breach of the agreement. If within 20 days of such breach, the client shall not have remedied same, Metalbottoni shall have the right to cancel the contract and claim all damages sustained.
10) Intellectual property and cession of contract
The parties agree that in the sale of goods over which the seller has ownership of the intellectual property rights, the seller will inform the client of such fact, and at all times retaining the ownership of such rights, which shall under no circumstances be transferred to the client. This agreement may not be ceded unless agreed thereto in writing by Metalbottoni Spa, and in any other event, both the client and the person to which it purports to cede shall remain liable in solidum to Metalbottoni Spa.
11) Communication and notices
Any communication required in terms of these GSCs shall be effected in writing and deemed to have been received if sent by registered or by hand mail or Certified Electronic mail sent to the registered office or other address chosen by the parties in writing. Any address so chosen shall be deemed the chosen domicilium citandi et executandi in terms hereof.
This agreement shall be governed by the Italian Law. For any dispute whatsoever arising from this agreement, the Court of Bergamo shall have jurisdiction.
The parties record and acknowledge that, as regards personal information, they have been made aware of the contents of Decree of Law no. 196 of 30 June 2003. Each party grants reciprocal permission to handle personal information in terms of the abovementioned Decree for the purposes of this agreement.