WOOD-SKIN S.R.L. STANDARD TERMS AND CONDITIONS OF SALE AND SERVICES AGREEMENT V.02
Wood-Skin S.r.l. (“ Wood-Skin ”) is an Italian company who has invented, developed and patented a new process to create an original flexible interface layer conceived for making composite, innovative surfaces and materials with endless shapes to be employed in many industrial sectors such as construction, architecture, design and furnishing. Wood-Skin offers a wide catalogue of different products, such as panels, Mesh Panels and other types of surfaces, and also as the chance to craft bespoke pieces according to specific client’s requests (the “Products” ).
These terms and conditions (the “Standard Terms & Conditions” ) set forth the general conditions for the fabrication and/or sale of the Products by Wood-Skin, and the provision of the ancillary services related thereto (see art. 4), to the Client (the Client and Wood-Skin are hereinafter referred to, collectively, as the “Parties” and each as a “Party” ).
The Parties shall enter into a sale and services agreement (the “Agreement” ) when Wood-Skin shall have the order form, conveyed to the Client, duly undersigned by the latter ( “Order” ). In case of conflict, the provisions contained in the Order shall prevail over these Standard Terms & Conditions. For any matters not expressly regulated by the Parties, the Articles 1470 et seq. (Sale Agreement) of the Italian Civil Code shall apply. Wood-Skin reserves the right to amend or reinstate, at any time and at its own discretion, these Standard Terms & Conditions: in this case it shall give the Client a fifteen (15) days prior written notice.
Prices and terms of payment
Without prejudice to the provision contained in the Order, the Client shall pay the Product’s price to Wood-Skin by wire transfer on the bank account provided therein, in two instalments as follows: 50% of the price shall be paid by the Client on the date of subscription of the Order; the remaining 50% shall be paid at notice of goods ready to be collected or loaded for shipping. The parties might expressly agree to derogate in writing from these standard terms of payment. In case of any failure or delay in such payment obligations by the Client, Wood-Skin shall have the right to suspend the performance of the Agreement and, at its own discretion, if such failure/delay exceeds thirty (30) days, shall also be entitled to terminate the Agreement by notifying in writing the Client pursuant to Article 1456 of the Italian Civil Code, being it understood in the latter case that Wood-Skin shall be entitled to retain the instalments paid until that date as an indemnity pursuant to Article 1526 of the Italian Civil Code, with no prejudice to Wood-Skin’s right to compensation for any greater damages.
Wood-Skin shall draw up a project of work ( “Project” ) to be submitted to the Client. The Client expressly agrees and accepts that, as a consequence of (i) the lack or incompleteness of the information received from the Client, or (ii) the unquestionable needing to perform it in accordance with the best practice estimated, Wood-Skin shall be allowed to make any variation to the Project and to the price initially indicated in the Order in any moment, it being understood that in such cases Wood-Skin shall inform the Client as soon as it finds out the reason of those variations. In no case Wood-Skin shall support any negative economic consequences resulting from such variations.
The Client may cancel any Order without any charges, withholding or expenses, if such cancellation is notified in writing before Wood-Skin receives the Order duly undersigned by the Client. Whether such notification occurs within three (3) weeks after such receipt by Wood-Skin, the latter shall have the right to retain or demand the first payment installment (i.e., an amount equal to fifty percent (50%) of the total price). If it occurs after three (3) weeks as of the above-mentioned receipt, Wood-Skin shall have the right to retain or demand the hundred percent (100%) of the total price of the Products.
Supervision and / or Installation
The Client may also ask Wood-Skin to supervise and/or provide the installation of the Products purchased. In this case, Wood-Skin shall provide the Client with an estimate of further fees for such service in respect of each of these phases. In the event that any unpredictable circumstances or any other fact imputable to the Client (such as delays and / or default and / or inefficiencies of the building site and / or the needing to make variations that have consequences also over the supervision and / or installation phases) that may determine a greater duration of or higher costs or expenses for these activities, Wood-Skin shall be entitled to the relevant and proportional compensation. In case of any failure to such payment obligation by the Client, Wood-Skin shall have the right to suspend the performance of the Agreement.
The Client shall communicate to Wood-Skin the starting date of the installation (or supervision to installation) with at least one (1) month notice. If the Client cancels or modifies such starting date in the period between 30 (thirty) and 15 (fifteen) days prior to it, the same Client shall pay a penalty of 50% of installation cost. If the cancellation or modification is notified less than 15 (fifteen) days before, the Client shall pay a penalty of the 100% of installation cost.
Delivery of the Products
Without prejudice to any different provision contained in the Order, Wood-Skin shall deliver the Products according to the Incoterms 2010 ex works mode. The delivery shall take place at Wood-Skin’s production site in the County of Milan (Italy), at the address indicated in the Order; if the Product is to be transported from a place to another, Wood-Skin shall be intended as to have fulfilled its obligation of delivery to the Client by handing the Product, suitably packaged, to the carrier or to the forwarding agent appointed by the latter at the above mentioned address, it being understood that in this case the Client shall inform Wood-Skin about the date of the collection of the Product and all the expenses and risks related to the transportation shall be borne by the Client itself. The Term for the delivery of the Products shall be the one indicated in the Order, or otherwise agreed upon in writing by the Parties, and shall start from the date set forth therein. The Term for the delivery is set in favor of Wood-Skin and is not essential to the interest of the Client, unless differently and expressly specified by the latter. In the event that the delivery of the Products is delayed, the Client shall have no right to withdraw from the Order and no right to claim for damages of whatsoever nature. Wood-Skin reserves the right to make partial deliveries of the Products by the time and to the extent that each Product becomes available for the delivery. From 1st to 30th August and from 20th December to 6th January the production is closed. During these periods the Term for the delivery (and all the lead time) will be delayed by 4 (four) and 3 (three) weeks respectively. Except when due to causes beyond the Client’s control, if the Client does not collect the Products at the place agreed upon by five (5) days as of the Term for the delivery, it shall be held to pay to Wood-Skin a penalty clause, under Article 1382 of the Italian Civil Code, equal to five percent (5%) of the price of the Products for each following day of delay, with no prejudice to Wood-Skin’s right to compensation of any greater damages.
If the Client fails to collect the Products at the place agreed upon by thirty (30) days as of the Term for the delivery, Wood-Skin shall also be entitled to terminate the Agreement by notifying in writing the Client pursuant to Article 1456 of the Italian Civil Code, being it understood that Wood-Skin shall be entitled to retain the instalments paid until that date as an indemnity pursuant to Article 1526 of the Italian Civil Code, with no prejudice its right to compensation for any greater damages.
Warranties of the Products
Wood-Skin warrants the Products for twelve (12) months from the date the Products are ready and available to be collected by the Client. The warranty granted by Wood-Skin on the Products is exclusively aimed to ensure that the Products sold and delivered to the Client shall be free from defects that relevantly decrease their value or, alternately, make them unsuitable for the usage they are wholly and generally intended to as agreed between the Parties since the beginning of their business relationship (regarding also the correspondence exchanged between them). In order to activate the warranty, the Client shall carefully and duly inspect the Products as soon as it is reasonably possible. Any complaint relating to any defect of the Products (i.e., by way of example, to the packaging, to the quantity, to the number or appearance of the Products) must be notified to Wood-Skin by mail within eight (8) calendar days from the date of discovery of the defects and under penalty of forfeiture of the warranty. Any complaint of defects must precisely specify the defect and the Products to which it relates. Complaints notified in any way other than the one described above, whether by telephone or by agent or representative, shall not be considered by Wood-Skin. Wood-Skin shall acknowledge the complaint within eight (8) working days from the reception of the above-said communication. Any defective Product shall be packaged properly and securely to ensure that it is protected in transit and prevent damage and returned to Wood-Skin within five (5) calendar days from the acknowledgment of defects by Wood-Skin. The defective Products sent without the prior consent of Wood-Skin shall not be accepted. Wood-Skin shall repair the defective Products on a reasonable time. In the event that the repair is not possible or it results inadequate, Wood-Skin shall replace the Products. The returned defective Products shall become property of Wood-Skin as a result of the replacement. Alternatively, and at its own discretion, Wood-Skin may reimburse the instalments paid instead. The Client agrees and acknowledges that such repair, replacement or reimbursement (only when they have to be granted) are the sole and exclusive remedies for any defects of the Products in accordance with the provisions of art. 1487 of the Italian Civil Code, notwithstanding with the provision of Article 1492 and Article 1494, 1 and 2 alinea, of the Italian Civil Code. In no case Wood-Skin shall be held to compensate further damages, direct or indirect, due to breach of contract or tort, including but not limited to loss of profits, loss of reputation, loss of goodwill, loss of sales or any other economic or non-economic loss in accordance with the provisions of the Article 1487 of the Italian Civil Code, notwithstanding with the provision of the Article 1492 and the Article 1494 of the Italian Civil Code. In no case Wood-Skin shall be held to fulfill the warranty if the Client does not perform its payments or obligations. It is expressly declared that the warranty shall not apply if the Products: (i) have been modified, transformed or in any way altered, or used in an improper way; (ii) have been installed not in a workmanlike manner, or disrespecting the structural limitations of the construction site, or in a different location from the one the Product is intended for, as previously agreed. According to Article 1495 of the Italian Civil Code, the Client must claim the warranty within twelve (12) months from the date the Products are ready to be collected by the Client. Wood-Skin expressly declines any other warranties, whether express, implicit or statutory arising by operation of law or otherwise.
Late payment interest
Should any amount to be paid by the Client to Wood-Skin become overdue in whole or in part, the Client shall pay a late payment interest at the rate to be determined pursuant to Article 2, parag. 1, let. e) of D.lgs. 231/2002. The late payment interest will accrue, without any previous notice, from the date on which the amount will become overdue and until the date on which the Client will pay in whole the amount overdue, without any prejudice to the right of Wood-Skin to claim for any greater damage. In the event of late payments, Wood-Skin reserves the right to (i) suspend or cancel any Order and/or (ii) suspend the preparation, production and delivery of the Products to the Client.
Solve et repete
The payment of any amount due by the Client shall not in any way be suspended or delayed due to any demand, claim or objection whatsoever of the Client. It is expressly excluded the right of the Client to autonomously set discounts and/or claim any set-off related to any amount due by Wood-Skin to the Client.
Title and risk of loss
The title to the ownership of the Product shall be transferred upon the full payment the price set forth in the Order. For each Product, the risk of loss, damage, deterioration or theft shall pass from Wood-Skin to the Client when it is ready to be collected by the Client at Wood-Skin’s production site. Taxes, duties, import charges and other expenses related to the shipment shall be borne by the Client.
Wood-Skin shall not be held liable for any failure or delay in the fulfilment of its obligations under the Standard Terms & Conditions or the Order, due to unforeseeable force majeure event or a force majeure event whose consequences cannot be prevented or avoided, such as by way of example without limitation, earthquakes, pandemics, typhoons, floods, fires, wars, changes to policies or laws, strikes, lack of transportation means, embark, interruption in the production process of the Products (the “Force Majeure” ), for the entire period for which the force majeure event will exist. The force majeure event will postpone any terms for the fulfillment of the obligations of the Parties, save the right of Wood-Skin to withdraw from the Order should the force majeure event (affecting Wood-Skin’s performance) last more than 30 days.
Intellectual Property Rights, Prohibition of using samples and prototypes and Rights of Wood-Skin to take photos / video shoots
All the intellectual property rights, titles and interests and the exploitation rights, titles and interests regarding the deliverables, minutes, drawings, and any other documents which might have been prepared and/or created and/or produced by Wood-Skin, even if jointly with the Client, (including any concept, prototype project, sketch, outline and samples) in relation to the Products and or Wood-Skin’s trademark shall belong exclusively to Wood-Skin, and no rights thereto shall accrue in any manner to the Client. The samples and prototypes provided by Wood-skin are proprietary information and the Client shall not use them except when expressly authorised in writing by Wood-Skin. The Client shall not, directly or indirectly, analyze, reverse-engineer or aid or assist in the reverse-engineering of all or any parts of the samples or prototypes supplied. The Client authorizes Wood-Skin to take and use for any purpose photos and / or videos shoots of the Products after their completion and installation, with no right of indemnity / discount / compensation for tolerating such photos and / or videos shoots.
Limitation of Liability
Without prejudice to the provisions of Article 1229 of the Italian Civil Code and for the other mandatory provisions of law, Wood-Skin shall not be liable for any direct and/or indirect damage, including any special, incidental, exemplary, or indirect damages or any economic consequential damages or loss of profit, which the Client may suffer in relation to the Products sold by Wood-Skin, regardless they have been delivered or not, or to the incorrect and/or inaccurate data, information or other technical detail provided by the Client to the Wood-Skin for which correctness and accuracy the Client shall be liable severally and exclusively.
In the event that any provision of this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Waivers and amendments
Any covenant contained in these Standard Terms & Conditions and in the Order may not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by all the Parties.
Any tolerance by Wood-Skin of any conduct of the Client constituting a breach of the provisions contained in the Standard Terms & Conditions and in the Order shall not constitute and shall not be interpreted as a waiver by Wood-Skin of its rights arising from such breach nor of its right to demand the exact performance by the Client of all the terms and conditions contemplated hereby.
None of the Parties has the right to transfer and/or assign, in whole or in part, any of the rights, interests or obligations arising hereunder, or under the Order, without the prior written consent of the other Party.
Any communication or notice required and/or permitted to be given under these Standard Terms & Conditions and/or the Order shall be made in writing and in English, and shall be delivered (i) by hand, or (ii) registered letter with notice of receipt or (iii) by legal mail to the following addresses:
as to the Client:
to the address set forth in the Order or elsewhere.
Process of personal data
The process of personal data by Wood-Skin will be carried out only for the purpose connected with the execution and fulfilment of the Order, or of these Standard Terms & Conditions and of the mandatory provisions of law. Therefore, the personal data shall be processed only for the purpose related to or arising from the production, sale and delivery of the Products and such processing will be carried out in compliance with the regulation (EU) 2016/679. The personal data will be also processed by persons, either employees or third party service providers of Wood-Skin, which will be appointed as Supervisors or Designees for the process of the personal data in accordance with law. The process of personal data will be also carried out by electronic means and/or hard copy instruments in accordance with the applicable law.
Applicable Law and Exclusive Jurisdiction
These Standard Terms & Conditions and the Order shall be governed by, and construed in accordance with, the Laws of Italy, without giving effect to the United Nations Convention on Contracts for the International Sale of Goods (CISG) and to any applicable principles or rules of conflict of laws which are hereby expressly excluded to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. All disputes arising out of, or in connection with, these Standard Terms & Conditions and/or the Order (including any dispute relating to their validity, construction, performance and termination) shall be referred to the exclusive jurisdiction of the Court of Milan.