GENERAL CONDITIONS OF SALE

1. SCOPE OF APPLICATION

1.1 THESE GENERAL CONDITIONS OF SALE (THE “GCS”), EXCEPT FOR ANY EXCEPTIONS SPECIFICALLY AGREED IN WRITING, SHALL RULE ALL CURRENT AND FUTURE CONTRACTS CONCLUDED BETWEEN “FOND s.a.s. di Andrea Ponsi & c.” (“FOND / STUDIO PONSI DESIGN”) AND ANY COMMERCIAL OPERATOR (THE “BUYER”). ANY GENERAL CONDITIONS OF THE BUYER SHALL NOT APPLY TO THE RELATIONS BETWEEN THE PARTIES UNLESS EXPRESSLY ACCEPTED IN WRITING BY A LEGAL REPRESENTATIVE OF STUDIO PONSI DESIGN DULY AND SPECIFICALLY AUTHORIZED TO DO SO; IN THIS CASE, HOWEVER, UNLESS OTHERWISE STATED IN WRITING, THE AFOREMENTIONED GENERAL CONDITIONS OF THE BUYER SHALL NOT EXCLUDE THE EFFECTIVENESS OF THESE GCS, WITH WHICH THEY MUST BE COORDINATED.
1.2 STUDIO PONSI DESIGN RESERVES THE RIGHT TO MAKE CHANGES TO THESE GCS, MAKING THEM KNOWN TO THE BUYER BY MEANS SIMILAR TO THOSE USED FOR THESE GCS.
1.3 THE REFERENCE TO ANY COMMERCIAL TERMS (SUCH AS, FOR EXAMPLE, EXW, FOB, CIF) WILL BE UNDERSTOOD AS MADE TO THE INCOTERMS OF THE INTERNATIONAL CHAMBER OF COMMERCE IN THE TEXT IN FORCE AT THE TIME OF THE CONCLUSION OF THE SALES CONTRACT.

2. DEFINITIONS

FOR THE PURPOSES OF THESE GCS, THE FOLLOWING TERMS WILL HAVE THE MEANING ATTRIBUTED TO EACH OF THEM:

“BUYER”: THE NATURAL OR LEGAL PERSON WHO, ACTING IN THE CONTEXT OF HIS/HER/ITS OWN COMMERCIAL OR PROFESSIONAL ACTIVITY, PURCHASES THE PRODUCTS FROM STUDIO PONSI DESIGN (AS DEFINED BELOW);
“GCS”: THESE GENERAL CONDITIONS OF SALE;
“TRADEMARK”: JOINTLY THE TRADEMARKS THAT STUDIO PONSI DESIGN USES FROM TIME TO TIME AVAILABLE;
“FOND / STUDIO PONSI DESIGN”: FOND s.a.s. di Andrea Ponsi & c.;
“PRODUCTS”: PRODUCTS MARKETED FROM TIME TO TIME BY STUDIO PONSI DESIGN.

3. EXECUTION AND SUBJECT OF CONTRACTS

3.1 ORDERS AND / OR CHANGES TO ORDERS, MADE VERBALLY OR BY TELEPHONE, MUST BE CONFIRMED IN WRITING BY THE BUYER. OTHERWISE, STUDIO PONSI DESIGN ASSUMES NO RESPONSIBILITY FOR ERRORS OR POSSIBLE MISUNDERSTANDINGS.
3.2 ANY BUYER’S ORDER WILL BECOME BINDING FOR STUDIO PONSI DESIGN ONLY IF EXPRESSLY ACCEPTED IN WRITING BY THE LATTER BY SENDING AN ORDER CONFIRMATION OR PRO FORMA INVOICE.
3.3 IN THE EVENT THAT STUDIO PONSI DESIGN HAS ISSUED AN ORDER CONFIRMATION OR PRO FORMA INVOICE, IT IS ASSUMED THAT THE TERMS OF THE CONTRACT CORRESPOND TO THOSE CONTAINED IN THE ORDER CONFIRMATION, UNLESS THE BUYER IMMEDIATELY NOTIFIES THE DIFFERENCES IN WRITING.
3.4 ORDERS COLLECTED BY STUDIO PONSI DESIGN AGENTS, REPRESENTATIVES AND COMMERCIAL AUXILIARIES WILL NOT BE BINDING FOR STUDIO PONSI DESIGN UNTIL THEY HAVE BEEN EXPRESSLY CONFIRMED IN WRITING BY STUDIO PONSI DESIGN THROUGH ORDER CONFIRMATION OR PRO FORMA INVOICE.
3.5 THE SENDING BY STUDIO PONSI DESIGN OF THE SALES CATALOG OR OTHER DESCRIPTIVE MATERIAL OF THE PRODUCTS, WITH OR WITHOUT THE PRICE LIST, AND THESE GCS, CANNOT BE CONSIDERED AS A PROPOSAL.
3.6 THE ACCEPTANCE BY STUDIO PONSI DESIGN, HOWEVER CARRIED OUT, OF AN ORDER FORMULATED BY THE BUYER, IN ANY CASE ENTAILS THE BUYER’S ADHESION TO THESE GCS.
3.7 WITHOUT PREJUDICE TO THE PROVISIONS OF ARTICLE 5 BELOW, THE ACCEPTANCE WITHOUT EXPRESS RESERVE, BY THE BUYER, OF PRODUCTS THAT DO NOT CONFORM IN TYPE OR QUANTITY TO THOSE REQUESTED BY THE SAME, IS EQUIVALENT TO TACIT ACCEPTANCE OF THE SUPPLY OF THE PRODUCTS AND OF THE CONDITIONS PROPOSED BY STUDIO PONSI DESIGN.
3.8 THE PLACE OF CONCLUSION OF THE CONTRACT WILL ALWAYS BE THE STUDIO PONSI DESIGN HEADQUARTERS.

4. WARRANTY

4.1 WITHOUT PREJUDICE TO THE CONDITIONS SET OUT IN ARTICLE 5 BELOW, THE WARRANTY FOR DEFECTS IS LIMITED ONLY TO DEFECTS IN THE PRODUCTS THAT THE BUYER PROVES TO BE CONSEQUENT TO DESIGN, MATERIAL OR CONSTRUCTION DEFECTS ATTRIBUTABLE TO STUDIO PONSI DESIGN.
4.2 NOTWITHSTANDING ANY DIFFERENT LEGAL PROVISION (INCLUDING ART. 131 OF ITALIAN LEGISLATIVE DECREE 206/2005, THE SO-CALLED CONSUMER CODE) THE WARRANTY HAS A LIMITED DURATION OF 24 (TWENTY-FOUR) MONTHS FROM THE DATE OF DELIVERY OF THE PRODUCTS , AND IS SUBJECT TO THE REGULAR AND TIMELY NOTIFICATION MADE BY THE BUYER PURSUANT TO PARAGRAPH 5.1 BELOW.
4.3 PROVIDED THAT THERE HAS BEEN A TIMELY COMPLAINT BY THE BUYER PURSUANT TO PARAGRAPH 5.1 BELOW, IF STUDIO PONSI DESIGN RECOGNIZES THE BUYER’S REQUESTS AS JUSTIFIED, THE LATTER WILL HAVE THE RIGHT TO OBTAIN, AT STUDIO PONSI DESIGN’S DISCRETION, THE REPAIR OR, ALTERNATIVELY, THE REPLACEMENT, AT NO COST TO THE BUYER, OF THE PRODUCTS OR PARTS OF THE PRODUCT THAT ARE DIFFERENT AND DEFECTIVE.
IF STUDIO PONSI DESIGN REQUESTS THE RETURN OF THE DEFECTIVE PRODUCT, THE SHIPPING COSTS WILL BE BORNE BY STUDIO PONSI DESIGN, THE BUYER HAVING TO PROVIDE THE CORRECT PACKAGING FOR WHICH HE WILL BE RESPONSIBLE.
IF STUDIO PONSI DESIGN CHOOSES THE REPLACEMENT OF THE PRODUCT WITHOUT THE WITHDRAWAL OF THE SAME, THE DISPOSAL OF THE LATTER WILL REMAIN THE RESPONSIBILITY OF THE BUYER.
4.4 THE FOLLOWING ARE EXPRESSLY EXCLUDED FROM THE GUARANTEE:
(A) PRODUCTS STORED OR USED IMPROPERLY;
(B) PRODUCTS THAT HAVE BEEN ALTERED OR MODIFIED;
(C) DEFECTS RESULTING FROM ACCIDENTAL DAMAGE OR FROM LACK OF, INSUFFICIENT OR INCORRECT MAINTENANCE;
(D) ANY REPAIRS CARRIED OUT BY UNAUTHORIZED PERSONNEL OR PERSONNEL NOT APPOINTED BY STUDIO PONSI DESIGN;
(E) THE PACKAGING IN WHICH THE PRODUCTS ARE SHIPPED.
4.5 IF STUDIO PONSI DESIGN REQUIRES THE PRODUCT TO BE SHIPPED TO VERIFY THE EXISTENCE OF ANY FLAWS AND/OR DEFECTS, THE SHIPPING COSTS AND RELATED LIABILITY WILL BE BORNE BY THE BUYER. THESE COSTS WILL BE REIMBURSED BY STUDIO PONSI DESIGN IF THE BUYER’S COMPLAINT IS FOUND TO BE WELL FOUNDED.
4.6 UNLESS STUDIO PONSI DESIGN’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, ANY COMPENSATION FOR DAMAGES TO THE PURCHASER MAY NOT, HOWEVER, EXCEED THE INVOICE PRICE OF THE DISPUTED PRODUCTS. IN NO CASE STUDIO PONSI DESIGN SHALL BE HELD LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS.
4.7 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WARRANTY AND REMEDIES PROVIDED FOR IN THESE GCS ARE EXCLUSIVE AND EXPRESSLY REPLACE: ANY OTHER WARRANTY, TERM OR CONDITION PROVIDED FOR BY LAW OR BY THE PARTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF ADEQUATE QUALITY, OF COMPLIANCE WITH THE DESCRIPTION OF THE PRODUCTS.

5. CONDITIONS FOR THE VALIDITY OF CLAIMS AND WARRANTY

5.1 THE VALIDITY OF THE CLAIMS AND THE GUARANTEE REFERRED TO IN THE PREVIOUS ARTICLE 4 IS SUBJECT TO COMPLIANCE WITH ALL THE FOLLOWING CONDITIONS:
(A) THE BUYER HAS THE OBLIGATION TO COMMUNICATE IN WRITING – VERIFYING THE RECEIPT – ANY COMPLAINTS RELATING TO THE PRODUCTS WITHIN THE DEADLINE OF 8 (EIGHT) DAYS STARTING (I) FROM THE DELIVERY OF THE PRODUCTS, IN CASE OF DISCREPANCIES OF THE SAME WITH RESPECT TO THE QUANTITY OR COLOR AGREED OR TO DEFECTS OR QUALITY DEFECTS THAT THE BUYER CAN EASILY DETECT AS SOON AS IN POSSESSION OF THE PRODUCTS (II) FROM THE RELATIVE DISCOVERY, IN THE EVENT OF FAULTS, DEFECTS OR NON-COMPLIANCE WITH WHAT WAS AGREED, NOT EASILY RECOGNIZABLE AT THE TIME OF DELIVERY OF THE PRODUCTS THEMSELVES;
(B) THE PURCHASER IS REQUIRED TO SEND, AT HIS/HER/ITS OWN EXPENSE, TO STUDIO PONSI DESIGN THE DOCUMENTATION CERTIFYING THE ENTITY AND/OR TYPE OF THE CONTESTED NON-CONFORMITY (SUCH AS, FOR EXAMPLE, SHIPPING/DELIVERY DOCUMENTATION, PHOTOGRAPHS, ETC.); THIS TO ALLOW STUDIO PONSI DESIGN TO EXAMINE AND POSSIBLY RECOGNIZE THE BUYER’S REQUESTS AS JUSTIFIED, AT ITS SOLE DISCRETION;
(C) COMPLAINTS MUST INDICATE IN DETAIL THE DEFECTS AND/OR DISCREPANCIES CONTESTED.

5.2 IN THE LACK OF EVEN ONE OF THE CONDITIONS REFERRED TO IN PARAGRAPH 5.1 ABOVE, THE COMPLAINTS WILL BE INEFFECTIVE AND THE GUARANTEE REFERRED TO IN ARTICLE 4 WILL NOT BE VALID.
5.3 STUDIO PONSI DESIGN RESERVES THE RIGHT TO MAKE TECHNOLOGICAL AND AESTHETIC IMPROVEMENTS TO ITS PRODUCTS, INCLUDING CHANGES TO MEASUREMENTS AND MATERIALS, WITHOUT PRIOR NOTICE.
5.4 THE PHOTOGRAPHS AND DRAWINGS INSERTED IN THE CATALOGS AND PRICE LISTS DO NOT DEFINE THE DETAILS OF THE PRODUCT. IT IS ALSO SPECIFIED THAT:
(A) THE MATERIALS USED, WOODS, LEATHERS AND FABRICS MAY UNDERGO COLOR VARIATIONS OVER TIME;
(B) THE MATERIALS AND FINISHES MAY VARY FROM ONE BATCH TO ANOTHER;
(C) THE FABRICS MAY VARY IN SHADE FROM ONE BATCH TO ANOTHER. STUDIO PONSI DESIGN, THEREFORE, ASSUMES NO RESPONSIBILITY IN THE EVENT OF COLOR DIFFERENCES BETWEEN THE SAMPLES AND THE UPHOLSTERY FABRIC. THE COLORS OF THE SAMPLES ARE INTENDED AS INDICATIVE AND STUDIO PONSI DESIGN ASSUMES NO RESPONSIBILITY FOR ANY COLOR VARIATIONS;
(D) THE CHARACTERISTICS OF THE LEATHER USED BY STUDIO PONSI DESIGN ARE A SYMBOL OF HIGH QUALITY. SMALL IMPERFECTIONS SUCH AS INSECT BITES, SCARS, STREAKS, ROUGHNESS AND VARIABLE GRAIN, OR SLIGHT COLOR VARIATION ARE NOT TO BE CONSIDERED DEFECTS BUT ARE SYNONYMOUS WITH QUALITY.
THE LEATHERS MAY VARY IN TONE FROM ONE BATCH TO ANOTHER, THEREFORE STUDIO PONSI DESIGN ASSUMES NO RESPONSIBILITY IN THE EVENT OF COLOR DIFFERENCES BETWEEN THE SAMPLES AND THE LEATHER OF THE UPHOLSTERY. THE COLORS OF THE SAMPLES ARE INTENDED AS INDICATIVE AND STUDIO PONSI DESIGN ASSUMES NO RESPONSIBILITY FOR ANY VARIATIONS.

6. DELIVERY

6.1 UNLESS OTHERWISE AGREED IN WRITING, EACH SALE IS UNDERSTOOD TO BE MADE EXW (EX WORKS) IN THE PLACE THAT STUDIO PONSI DESIGN WILL COMMUNICATE TO THE BUYER.
6.2 STUDIO PONSI DESIGN UNDERTAKES TO DO EVERYTHING REASONABLY IN ITS ABILITY TO DELIVER THE PRODUCTS WITHIN POSSIBLE TIME AGREED BETWEEN THE PARTIES. IN THE EVENT OF NON-DELIVERY OR DELAYED DELIVERY, HOWEVER, ANY DIRECT OR INDIRECT LIABILITY FOR DAMAGES DERIVING FROM DELAY OR TOTAL OR PARTIAL NON-DELIVERY IS EXCLUDED.
6.3 AT THE TIME OF DELIVERY, THE PURCHASER IS REQUIRED TO CHECK THE INTEGRITY OF THE PACKAGING. WHERE THERE IS VISIBLE DAMAGE TO THE PACKAGING, THE BUYER IS REQUIRED TO REFUSE DELIVERY OR TO ACCEPT THE GOODS WITH RESERVE AND NOTIFY STUDIO PONSI DESIGN WITHIN 3 (THREE) DAYS OF RECEIPT, OTHERWISE THE WARRANTY WILL BE VOID.

7. PRICES AND TERMS OF PAYMENT

7.1 STUDIO PONSI DESIGN RESERVES THE RIGHT TO VARY THE PRICES OF THE PRODUCTS SHOWN ON PRICE LISTS, ADVERTISING MATERIALS AND/OR OTHER ILLUSTRATIVE DOCUMENTS.
7.2 THE PRICES ARE IN EUROS AND ALL NET OF VAT.
7.3 PAYMENTS MADE TO AGENTS, REPRESENTATIVES OR COMMERCIAL AUXILIARIES OF STUDIO PONSI DESIGN ARE NOT INTENDED TO BE MADE UNTIL THE RELATIVE SUMS ARE RECEIVED BY STUDIO PONSI DESIGN.
7.4 UNLESS OTHERWISE AGREED BETWEEN THE PARTIES, PAYMENT MUST BE MADE WITHIN 15 DAYS OF CONFIRMATION OF THE ORDER BY STUDIO PONSI DESIGN.
7.5 STUDIO PONSI DESIGN IS ENTITLED, STARTING FROM THE DUE DATE OF EACH PAYMENT, WITHOUT THE NEED FOR FORMAL NOTICE, TO INTEREST ON ARREARS CALCULATED PURSUANT TO ITALIAN LEGISLATIVE DECREE 231/2002.
7.6 ANY DELAY EXCEEDING 30 (THIRTY) DAYS GIVES STUDIO PONSI DESIGN THE RIGHT TO SUSPEND THE EXECUTION OF, OR TO TERMINATE THE CONTRACTS IN PROGRESS WITH THE BUYER, EVEN IF NOT RELATED TO THE PAYMENTS IN QUESTION, AS WELL AS THE RIGHT TO COMPENSATION FOR POSSIBLE DAMAGES.

8. RESERVATION OF OWNERSHIP

8.1 UPON THE DATE ON WHICH THE BUYER HAS PAID THE FULL PRICE OF THE PRODUCTS SUPPLIED, STUDIO PONSI DESIGN WILL RETAIN THE EXCLUSIVE OWNERSHIP OF SUCH PRODUCTS.
8.2 IT IS UNDERSTOOD THAT THE BUYER WILL INDEMNIFY AND HOLD STUDIO PONSI DESIGN HARMLESS ON FIRST DEMAND AND WITHOUT EXCEPTION FROM, AND WITH RESPECT TO, ANY QUESTION, LOSS, LIABILITY AND EXPENSE (INCLUDING LEGAL COSTS) DERIVING FROM AND/OR CONNECTED TO STUDIO PONSI DESIGN’S RESERVATION OF OWNERSHIP ON THE PRODUCTS PURSUANT TO THIS ARTICLE 8.

9. INTERPRETATION AND CHANGES

9.1 FOR THE INTERPRETATION OF THESE GCS, ONLY THE ITALIAN TEXT SHALL BE CONSIDERED, EVEN IF THE GCS ARE DRAFTED IN DIFFERENT LANGUAGES.
9.2 ANY REFERENCE TO THE PRICE LISTS, GENERAL CONDITIONS OR OTHER MATERIAL OF STUDIO PONSI DESIGN OR THIRD PARTIES IS UNDERSTOOD TO REFER TO THE DOCUMENTS IN FORCE AT THE TIME OF THE REFERENCE, UNLESS OTHERWISE SPECIFIED. THE CORRESPONDING TEXTS PREVIOUSLY IN FORCE BETWEEN THE PARTIES MUST BE CONSIDERED CANCELED.
9.3 UNLESS OTHERWISE PROVIDED FOR IN THESE GCS, ANY MODIFICATION AND/OR INTEGRATION MADE BY THE PARTIES TO THE CONTRACTS TO WHICH THESE GCS APPLY SHALL BE MADE IN WRITING UNDER PENALTY OF NULLITY.

10. INTELLECTUAL PROPERTY RIGHTS

THE TRADEMARK, AS WELL AS ALL LOGOS, ILLUSTRATIONS, IMAGES AND LOGOS ON THE WEBSITE, IN THE PRICE LISTS, CATALOGS AND IN GENERAL IN STUDIO PONSI DESIGN PUBLICATIONS, WHETHER REGISTERED OR NOT, ARE AND REMAIN THE EXCLUSIVE PROPERTY OF STUDIO PONSI DESIGN. TOTAL OR PARTIAL REPRODUCTION, MODIFICATION OR USE OF SAID TRADEMARKS, ILLUSTRATIONS, IMAGES OR LOGOS, FOR ANY REASON AND ON ANY MEDIUM WITHOUT THE SPECIFIC AUTHORIZATION OF STUDIO PONSI DESIGN, ARE STRICTLY PROHIBITED.

11. PRIVACY

11.1 WITH REGARD TO THE PERSONAL DATA PROVIDED BY THE BUYER WHEN FORMULATING THE ORDER AND/OR IN ANY CASE COLLECTED AND PROCESSED BY STUDIO PONSI DESIGN, THE LATTER DECLARES THAT THE PROCESSING OF THE AFOREMENTIONED PERSONAL DATA WILL BE CARRIED OUT IN COMPLIANCE WITH THE PROVISIONS OF EU REG. 2016/679 AND THE APPLICABLE NATIONAL LEGISLATION ON THE PROTECTION OF PERSONAL DATA.
11.2 THE BUYER, IN INDICATING TO STUDIO PONSI DESIGN HIS/HER/ITS PERSONAL DATA AND OR DATA RELATING TO THE PEOPLE WHO WORK FOR HIM/HER/IT, ASSUMES RESPONSIBILITY FOR THE TRUTHFULNESS, CORRECTNESS AND UPDATING OF THE SAME AND AGREES TO THE PROCESSING AND STORAGE OF THE AFOREMENTIONED DATA, AUTHORIZING THE RELATIVE COMMUNICATION TO THIRD PARTIES IF IT IS NECESSARY FOR THE EXECUTION OF THE CONTRACTS GOVERNED BY THESE GCS OR IS REQUESTED BY THE COMPETENT AUTHORITIES.
11.3 WHERE APPLICABLE, STUDIO PONSI DESIGN WILL PROVIDE THE BUYER WITH THE INFORMATION REFERRED TO IN ART. 13 EU REGULATION 2016/679 AND COLLECT THE RELATIVE CONSENT.

12. APPLICABLE LAW – DISPUTE RESOLUTION

12.1 ALL SALES CONTRACTS BETWEEN THE PARTIES, AS WELL AS THESE GCS WILL BE GOVERNED BY THE LAWS OF THE ITALIAN REPUBLIC.
12.2 THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF FURNITURE (VIENNA 1980) WILL APPLY.
12.3 UNLESS OTHERWISE AGREED IN WRITING, ALL DISPUTES ARISING FROM THE INTERPRETATION, EXECUTION AND/OR APPLICATION OF THESE GCS AND/OR THE CONTRACTS TO WHICH THEY APPLY, WILL BE DEVOLVED TO THE EXCLUSIVE COMPETENCE OF THE COURT OF THE STUDIO PONSI DESIGN REGISTERED OFFICE.
12.4 NOTWITHSTANDING THE PROVISIONS OF PARAGRAPH 12.3 ABOVE, STUDIO PONSI DESIGN, AT ITS OWN DISCRETION, WILL HAVE THE RIGHT TO RENOUNCE THE JURISDICTION OF THE EXCLUSIVE COURT REFERRED TO PARAGRAPH 12.3 ABOVE AND TO (I) REFER TO ANY COMPETENT COURT ACCORDING TO THE RULES OF THE CIVIL PROCEDURE CODE OR (II) TAKE LEGAL ACTION AGAINST THE BUYER AT HIS/HER/ITS DOMICILE AND WITH THE COMPETENT COURT THEREIN, THE APPLICABLE LAW BEING IN ANY CASE THAT OF THE ITALIAN REPUBLIC.