General terms and conditions
These General Terms and Conditions of Business (hereinafter referred to as "the GTC") shall apply to all contracts concluded between LASA MARMO GMBH and the customer and shall thus form an essential and integral part of all contracts concluded between the contracting parties in the future. The GTC applicable at the time of the conclusion of the contract shall apply.
Offers, deliveries and services by LASA MARMO shall be made exclusively on the basis of these GTC. Amendments and/or supplements or exceptions to these GTC and the terms and conditions of purchase, delivery and payment contained therein must be expressly provided for in writing in the respective contract in each individual case and approved by LASA MARMO.
2. Modality and conclusion of the contract
The written offer submitted by LASA MARMO to the customer shall be deemed to be binding, provided that the customer's written acceptance is received within the period specified in the offer or, if no period has been specified, within 30 (thirty) days of the offer being submitted.
Orders shall only be binding on LASA MARMO if they are accepted by means of a written order confirmation and sent to the customer within 10 (ten) days of receipt.
The customer may revoke the order until written acceptance by LASA MARMO.
The processing of several orders by a customer does not constitute tacit acceptance of further orders and does not entitle the customer to further deliveries.
Oral or written statements made by LASA MARMO representatives and employees, even if they are given powers of representation, must always be deemed to be "subject to the written approval of the company".
Quotations and / or orders are prepared and / or accepted on the basis of detailed drawings with exact dimensions provided by the customer. Incorrect interpretations of the drawings provided, which are due to a lack of clarity of the drawing and / or the absence of relevant details, shall be the sole responsibility of the customer and shall not entitle the latter to assert claims against LASA MARMO. Any written agreements between the customer and LASA MARMO, whereby the latter agrees to assist with technical assessments on site or to review the drawings provided by the customer, shall in no way relieve the customer of the responsibilities set out in this paragraph.
3. Rescission and annulment
If the goods have not yet been delivered, LASA MARMO may unilaterally withdraw from the contract. In this case, the customer is entitled to a refund of any advance payments already made, without the customer having any further rights or claims of any kind. The withdrawal must be communicated to the customer by registered letter or by certified e-mail at least 10 days prior to expiry of the period agreed for the delivery of the goods.
In the event of force majeure (Article 6 of the GTC) and for reasons not attributable to LASA MARMO, the latter shall be entitled in any case and also after the start of delivery to cancel deliveries, reduce the scope of delivery and / or temporarily interrupt deliveries. In the event of cancellation, the customer is entitled to a refund of any deposits already paid, without the customer having any further rights or claims of any kind. The reduction and / or interruption of the delivery does not entitle the customer to withdraw from the contract.
The customer is prohibited from unilaterally withdrawing from the contract.
The customer's explicit or tacit refusal to collect the goods and / or make payment shall entitle LASA MARMO to dissolve the contract on the grounds of the customer's failure to perform within the meaning of Art. 1456 ZGB - Civil Code - by registered letter with return receipt or PEC. Any advance payments already made by the customer may be retained, without prejudice to LASA MARMO's right to claim further damages.
With the exception of the plea of nullity, claims of annulment and cancellation of the contract in the cases provided for by law, the customer may not raise any plea whatsoever to delay or avoid the collection of the goods or the payment of the purchase price.
4. Delivery dates and delivery
The delivery dates stated in the contract are approximate and shall in no case be binding on LASA MARMO; consequently, any complaint by the customer on account of delays in deliveries and any claim for damages in this respect shall be excluded. After informing the customer of the date of delivery of the goods, the latter must comply with this date.
Unless otherwise specified in writing, the goods shall be delivered "ex works" at the registered office of LASA MARMO in Laas (Incoterms 2010). The goods are therefore shipped for the account and at the risk of the customer, even in the case of delivery free at destination. LASA MARMO shall not be liable for damage to the goods, breakage or loss of the goods during transport and for the duration of the transport.
The goods shall be deemed to have been made available upon handover to the carrier or, in the case of delivery free at destination, upon commencement of the transport or, in the case of delays in delivery by the customer, upon the goods being made available in the warehouse of LASA MARMO, which shall not be liable for damage to the goods and additional costs that should occur after the notified delivery date.
5. Retention of title
The goods shall remain the property of LASA MARMO until the purchase price has been paid in full and on time, even in the event that the goods are processed or deposited with third parties. The risk shall pass to the customer when the goods are made available within the meaning of Article 4.
The customer undertakes to handle and store the goods subject to retention of title with care.
Any resale of the goods by the customer may only take place in compliance with the conditions of the retention of title, whereby any rights of the customer vis-à-vis the purchaser shall be automatically assigned to LASA MARMO to secure full payment for the goods.
The customer is prohibited from assigning the goods in any form and for any reason whatsoever as security for obligations entered into.
The customer undertakes to notify LASA MARMO immediately if third parties assert legal claims in relation to the goods.
6. Froce majeure
An event of force majeure is an unforeseeable or exceptional occurrence which is not dependent on the will and / or control of LASA MARMO and which has occurred through no fault or negligence on its part and that prevents it from fulfilling any of its contractual obligations.
In the event of non-performance or late performance of contractual services due to force majeure events (such as, but not limited to, the inability to procure raw materials, energy, strikes, pandemics, etc.), LASA MARMO shall be exempt from any liability, shall not be deemed to be in breach of contract and shall be entitled to payment for the work actually performed.
In the case of an event of force majeure, LASA MARMO shall inform the customer immediately after becoming aware of it, by registered letter with acknowledgement of receipt, PEC or equivalent means, stating the nature, expected duration and foreseeable effects of this situation.
7. Prices and payments
The contractually agreed prices are - unless otherwise agreed in writing - for the delivery of the goods "ex works" plus VAT.
Any costs for packaging, other taxes, fees and charges of any nature in connection with the contract and the execution thereof, the registration of the contract, if required, shall be borne exclusively by the customer and must be reimbursed immediately if advanced by LASA MARMO.
Payments must be made at the registered office of LASA MARMO within the deadlines, method of payment and terms of payment specified when the contract is concluded. Other forms of payment made in deviation from the agreed terms or to persons not authorised in writing to collect payments shall not be binding on LASA MARMO and shall not release the customer from its debt.
Only counterclaims of the customer that have been legally established or recognised in writing by LASA MARMO may be offset against LASA MARMO's payment claims.
If goods are delivered in parts, the stipulated terms of payment - unless otherwise agreed in writing - shall apply to each individual delivery.
If the delivery date is delayed at the request of the customer, payments must nevertheless be made within the time limits, types and conditions specified when the contract was concluded.
Any issue of bills of exchange or other credit instruments, provided they are accepted by LASA MARMO, shall be deemed collectible and all costs and interest charged by the bank shall be for the account of the customer.
If payment by instalments is agreed, LASA MARMO shall be entitled, in the event of default in payment of an instalment exceeding the eighth part of the full price or default in payment of two instalments, to demand immediate payment in a single instalment of all overdue amounts and all amounts due subsequently, plus interest and any further damages. In this case, the customer loses any right to the discount that may have been granted to him or to any other benefit to which he is entitled.
In the event of further delays or irregularities in the payment of instalments and / or delays or irregularities in the one-off payment by the customer, LASA MARMO shall be entitled to terminate the contract at any time within the meaning of and with effect pursuant to Art. 3 of these GTC.
In any case, late payments are subject to the application of the provisions of Legislative Decree No 231/2002.
If, after conclusion of the contract, LASA MARMO becomes aware of circumstances that are likely to jeopardise LASA MARMO's claim to payment (for example, but not exclusively, the publication of a protest against the customer, revocation or reduction of a credit line granted, non-payment of an invoice, even after all instalments as defined above have fallen due), LASA MARMO shall be entitled to make the processing of all orders from the customer dependent on advance payment and / or the provision of security. Should the required guarantees not be provided, within the meaning of and with effect pursuant to Art. 3 of these GTC LASA MARMO shall be entitled to terminate the contract, collect the goods and retain any advance payments already made by the customer, without prejudice to LASA MARMO's right to claim further damages.
8. Quality and measurements
Stone and marble in general are naturally subject to variations in colour, texture and veining and cannot be rejected by the customer due to these natural differences.
The material is selected by the customer from the samples proposed by LASA MARMO. The samples which are presented to the customer for examination are not binding and are to be understood solely as a product reference and general representation with regard to grain, streaks and veins; therefore, supply contracts concluded by LASA MARMO may not be sold in accordance with the sample law. Complex samples of products or finished items can only be considered binding in relation to the processing and / or finishing of pieces. LASA MARMO cannot guarantee the same colour shades as those previously provided. The dimensions of the products indicated in the price list must be considered nominal and the thicknesses, if indicated, correspond to the tolerances of use.
In the case of rough blocks, the unit of measurement to be used in the contract shall be the cubic metre or the tonne, unless otherwise agreed, while in the case of industrially produced slabs the unit of measurement shall be the square metre or linear metre. When measuring rough blocks, maximum differences of 3 cm for each dimension shall be tolerated, in addition to differences to be agreed at the time of measurement to compensate for defects or deficiencies. When measuring rough slabs, maximum differences of 1 cm below the lowest point of the edge shall be tolerated, in addition to differences to be agreed at the time of measurement to compensate for defects or deficiencies. With regard to the thickness of the slab, a difference of 10% of the thickness in excess or deficiency is tolerated.
9. Warranty and complaints
LASA MARMO is subject to the warranty formulated below, which replaces and does not supplement the statutory warranty.
LASA MARMO guarantees for the delivered goods exclusively the correct processing of the raw material selected by the customer, which is in accordance with Art. 2 of these GTC has been carried out on the basis of the detailed drawings with exact dimensions provided by the customer and on the basis of the instructions issued by the customer.
With regard to the quality and physical characteristics of the stone, LASA MARMO guarantees the supply of goods that comply with the current UNI / EC regulations. Therefore, the customer accepts all differences in the product that are within the tolerance and acceptance limits set by law, and these differences do not justify any claims regarding the product. Differences in colour, grain or veining of the material do not constitute grounds for a claim unless they are of appreciable extent.
The customer is obliged to check the goods immediately upon their arrival. Any discrepancies or damage must be indicated in the transport documents if these defects are detected at the time of delivery. Any complaints must be made in writing within 8 (eight) days of receipt of the individual consignments of goods and in any case before any treatment or processing or transfer to third parties of the goods. Complaints made after the expiry of 8 (eight) days from receipt of the goods, or after resale or processing of the goods, cannot be considered.
Possible complaints do not entitle the customer to reject the goods or parts of the goods, to unilaterally reduce the price or to change the terms of payment.
After checking the complaint and ascertaining the defects claimed, LASA MARMO shall, at its own discretion, replace the goods in question, which must be returned in one piece and packaged, or grant a credit note to the amount of the difference in value. Consequently, the customer is not entitled to demand the cancellation of the contract and / or to claim damages. Any costs incurred by LASA MARMO for repairs and / or modifications carried out by the customer on the goods or other operations shall only be reimbursed by LASA MARMO after prior express written approval.
If the goods are subsequently intended for an end consumer, the customer expressly waives the right of recourse within the meaning of Art. 131 of Italian Legislative Decree No. 206/2005, and undertakes to require the same waiver from any reseller within the sales chain and, in any case, undertakes to indemnify LASA MARMO against any recourse claims by third parties.
Unless required by law, LASA MARMO shall be exempt from any responsibility and liability for direct or indirect damage to persons or property caused by the transport or installation of the goods supplied.
In any case, LASA MARMO shall only be liable for any proven damage to the extent or within the scope of the net value of the goods at the time of delivery.
11. Data protection and processing of personal data
In accordance with current legislation on the protection of personal data (Legislative Decree no. 196/2003), LASA MARMO, which is responsible for the personal data provided by the customer, provides the latter with the following information:
- The aforementioned personal data is collected and supplied directly by the customer or relates to services resulting from existing, past or currently executed business relationships.
- These personal data are processed by LASA MARMO:
- to meet obligations laid down by law, regulation or EC Directive or to comply with accounting and tax obligations;
- for contractual obligations and to obtain pre-contractual information;
- for information in connection with service requests signed or confirmed by you in writing, even if sent by e-mail.
- Personal data shall be processed in accordance with the regulations in force and, in any case, with the confidentiality on which LASA MARMO's activity is based. They may be processed for the above purposes in a lawful and correct manner and, in any case, in order to ensure security and confidentiality, by computer, electronically or manually. They shall be kept for the time specified in the applicable regulations.
- The data will be used exclusively for the purposes for which they were collected / transmitted. Some data may be communicated:
- to bodies or authorities to which such data is to be communicated for legal obligations (such as financial, state or local administration);
- to companies, entities or professionals that carry out specific tasks on behalf of LASA MARMO GMBH for accounting and tax purposes;
- to companies and entities (such as insurance companies and banks) solely for operational purposes related to debt collection and payments or to issue guarantees necessary for the execution of contracts.
- The rights of the data subject are set out in Title II (sections 7 to 10) of the aforementioned Act.
- The data controller of the personal data is the legal representative of LASA MARMO GMBH.
12. Applicable law and place of jurisdiction
Should one or more provisions of these GTC prove to be invalid, ineffective or unenforceable in whole or in part, this shall not affect the validity, effectiveness and enforceability of the remaining provisions of these GTC. In this case, the provisions in question shall automatically be replaced by the relevant applicable statutory provisions.
Italian law shall apply to the contractual provisions between LASA MARMO and the customer. Insofar as this contract does not contain any express provision, the statutory provisions which apply to the contractual relationships and circumstances shall apply. The parties declare that the Vienna Convention does not apply.
The exclusive place of jurisdiction for any legal dispute concerning the contractual relationship between LASA MARMO and the customer shall be the ordinary court of Bolzano.
13. Acceptance of the GTC
By forwarding the order and / or accepting the offer, the customer expressly declares in writing that he is aware of and accepts these General Terms and Conditions.