DISCLAIMER

Terms and conditions of use

The Modus' Web Site is an on-line information and communications service provided by Neri S.p.A. (“Neri”). By using this site or downloading materials from the site, you agree to abide by the terms and conditions set forth in this notice. If you do not agree to them do not use the site or download any materials from it.

Limited use

The contents of Neri’s Web Site pages are Copyright © 2002 Neri S.p.A.. All rights reserved. Part or all of the contents of Neri’s Web Site pages cannot be copied, reproduced, transferred, uploaded, published or distributed in any way without Neri’s prior written permission, except that Neri consents to you storing on your computer or printing copies of extracts from these pages for your personal use only.

Limited responsibility

The information on this Web Site is provided in good faith and Neri believes it to be accurate. However, a party wishing to purchase goods should not rely on it and should make specific enquiry concerning the nature of the goods and their suitability for the use to which they will be put. Accordingly, all information on this website is supplied without any express warranty, condition or other term as to the quality of any specified goods, their suitability for any particular purpose or non-infringement of any intellectual property rights, and all implied warranties, conditions or terms of the same kind are hereby expressly excluded. Neri will not under any circumstances be liable for any loss of income, profit, business, contracts or goodwill or any indirect or financial loss suffered by a party, whether arising in contract, negligence or otherwise.
The information on this Web Site may include technical inaccuracies or typographical errors. Information may be changed or updated without notice. Neri may also make improvements and/or changes in the products described in this Web Site without notice.

Information from you

Any materials sent to Neri, for example by e-mail or via World Wide Web pages, shall be deemed not confidential. Neri shall have no obligation of any kind with respect to such materials.
You warrant that such materials are fit to publication and you agree to indemnify Neri if any third party takes action against Neri in relation to such materials.

Law and Jurisdiction

For any dispute arising from these terms and conditions and activities covered thereto the Court of Forlž-Cesena, Italy, shall have not exclusive jurisdiction and the Italian laws shall apply.
Neri nonetheless reserves the right to take legal proceedings in country other than Italy, to protect its interests or to enforce its rights whenever it deems it appropriate to do so.

General condition of sale

1. APPLICABILITY OF THE CONDITIONS
1.1 The present general conditions (hereafter THE CONDITIONS) are an integral part of the sales contract. They govern all juridical and financial relationships between Neri S.p.A. (hereafter THE SELLER) and the buyer, in all cases in which said relationships are not governed by the compulsory conditions envisaged by articles 1470 to 1499 of the Italian Civil Code and by other legal provisions specified herein. Should one or more of the clauses herein lose its validity, the residual conditions and the contract shall nevertheless maintain their validity as a whole.
1.2 The parties may by joint agreement modify these present conditions, but only in writing and without prejudice to the provisions of article 1341 of the Italian Civil Code.2.

2. PERFORMANCE OF OBLIGATIONS
2.1 The place of performance of both obligations is conventionally agreed to be at the premises of the SELLER located at S.S. Emilia 1622, Longiano (FC), Italy.
2.2 At the moment of signing of the contract, the SELLER may reserve the right to perform its obligation within a subsequent delivery date. Any deadlines shall however be construed in favour of the SELLER, unless otherwise agreed. The delivery date, if indicated in days, shall be construed as meaning working days, without prejudice to the provisions of clause 7.1 herein.
2.3 At the moment of sale, the SELLER may reserve the right to perform partial deliveries for each order.
2.4 In the case of delays in delivery, the buyer, after 30 days from the agreed date have elapsed, may send the SELLER a written injunction to perform within a further period of time of no less than 30 days following receipt of the said injunction. Should this period elapse without performance by the SELLER, the buyer may withdraw from the contract for that part of the products not yet delivered. Withdrawal from the contract for that part of products not yet delivered due to delivery delays shall require only the payment of the products effectively delivered, with all and any reimbursement or indemnity excluded.
2.5 Should the parties agree on a place of delivery of the products other than that envisaged by clause 2.1 herein, the costs of transport and all other aspects of delivery are understood to be the liability of the buyer. The provisions of article 1510 of the Italian Civil Code shall also be applicable.
2.6 In the case that the BUYER does not comply with the agreed terms for collection of the goods, with the result that the aforesaid goods remain pending in Neri’s warehouses, or that postponement of delivery has been requested for any reason whatsoever, the BUYER shall automatically be held to compensate Neri S.p.A. for warehouse storage costs at the rate of 1% (one per cent) of the undelivered supply for each month, or part thereof, for which collection of the goods is postponed.

3. LIEN
3.1 At the moment of agreement, the parties may agree on forms of deferred payment or payment by instalments. In this case the transfer of ownership will be concluded solely with the full payment of the price and any accrued interest, as conventionally envisaged by clause 4.2 herein. In the case of deferred payment or payment by instalments, the provisions of articles 1523 to 1526 of the Italian Civil Code relative to SALE WITH RESERVED RIGHTS OF OWNERSHIP shall apply.
3.2 In the case of delay in the payment of even a single instalment, the SELLER may, without any need for any formal procedures whatsoever, reacquire the possession of all the products subject to reserved rights of ownership, without prejudice to the right to take any further legal measures needed to compensate the damage incurred.

4. COMPLAINTS
4.1 In the case of qualitative non-compliance the buyer shall notify the SELLER by means of registered letter no later than eight days from delivery or from discovery of latent defects. The buyer shall hold the goods at the SELLER’S disposition for a period of 30 days. Within that time the SELLER may proceed to view and inspect the disputed goods in the place in which they are stored. Should the buyer not make the defective goods available for 30 days or not permit viewing and inspection, all warranties shall be void.
4.2 In the case of specific waiver of the provisions of clause 2.5 above and thence of transport effected by and at the expense of the SELLER, the BUYER shall check the condition of the goods at the moment of delivery and, in the case of damage to these same, shall provide due annotation on the transport documents and consequently inform the SELLER by fax within 24 hours in order to permit the latter to make an immediate claim against the carrier/transporter. In the case of failure to provide immediate annotation on the transport documents and to make due communication by fax, the BUYER’S warranty shall be void.
4.3 If the validity of the complaints is acknowledged, the SELLER will supply the buyer with goods analogous to the defective goods, of good quality and at the expense of the SELLER. If the complaint concerns solely the appearance of rust, and if the validity of such complaint is acknowledged, the SELLER will at its own expense deliver to the domicile of the buyer the special paint needed to repaint the PRODUCT in question. Different or further reimbursement or indemnities of any kind are excluded.

5. PRICES AND TERMS OF PAYMENT
5.1 In case any delay in payment exceeds 15 days, the SELLER shall be entitled to terminate the contract with cause as per article 1456 or the Italian Civil Code, merely by sending written communication thereof, without prejudice to the right to claim for greater damages.
5.2 In the case of delays in payment, the SELLER shall be entitled to request, in addition to any damages sustained, the payment of interest on arrears, equivalent to the bank rate applicable at the moment of agreement, augmented by five points. Interest will be due as of right without any need to place the buyer in default.
5.3 In the case of delays in payment, the SELLER reserves the right to defer its deliveries as per article 1460 of the Italian Civil Code.

6. SELLER’S AGENTS
6.1 The SELLER’S agents are not legal representatives of the same, and therefore may only promote the sale of products by the SELLER and transmit to the same orders received from buyers. Agents are not empowered to grant discounts, to accept complaints or to receive payments on behalf of the SELLER without being given preliminary written authorization by the SELLER to do so.

7. FORCE MAJEURE
7.1 The SELLER shall not be liable for any failure to perform, inclusive of failure to consign or delayed consignment, due to circumstances beyond its reasonable control, such as, to list merely some examples, failure to consign or delayed consignment by suppliers of production materials, plant breakdowns, strikes and other trade union actions, interruptions of energy supplies, or interruption of or difficulties with transport.

8. APPLICABLE LAW, JURISDICTION, COMPETENT CIVIL COURT
8.1 This present contract and all its effects shall be governed by Italian law, with the express exclusion of the Vienna Convention of 11 April 1985. Furthermore, the parties agree that all and any controversies relative to this present contract shall be adjudicated under Italian jurisdiction, excluding all other jurisdictions.
8.2 In the case that a translation of the present general conditions shall be drawn up and signed, in the event of any divergence between the Italian version and the translated one, the version drawn up in the Italian language shall prevail.
8.3 The place of jurisdiction shall be exclusively that in which NERI S.p.A. has its registered head office with the specific exclusion of any other.