Art. 1 Object and scope of these conditions
These General Terms and Conditions of Supply govern sales contracts between pica Group S.p.A. named “Seller” and the “Buyer” party, unless otherwise specifically agreed in writing. In the case of derogations agreed in writing, these conditions shall continue to apply in the non-derogated Parties. In these general conditions the term “product” refers to Photo/video sold by the seller to the buyer.
Art. 2 Formation of the contract
The acceptance by the Buyer of the offer or of the confirmation of the seller’s order, however made, entails the application to the sales contract of these general conditions, This is also the case when acceptance is effected by simple performance of the contract. The offer of the seller shall be deemed firm and irrevocable only if it comes from the same qualified person in writing. Offers made by agents or representatives or sales staff of the seller are not binding for him until they are confirmed in writing by the seller himself. The unambiguous acceptance by’Buyer of non-compliant products by type or quantity, or sent under conditions other than those contained in the Buyer’s request implies acceptance by the Buyer of the supply and conditions proposed by the Seller. These reservations will not take effect if they are not formulated by the Buyer in writing, immediately after receipt of the goods.
Art. 3 Samples, drawings and technical documents.
3.1 - Information provided
The weights, dimensions, capacities, prices, returns, colours and other data in the catalogues, brochures, circulars, advertisements, illustrations, price lists, or other illustrative documents of the seller, As well as the characteristics of the samples and models sent by the latter to the Buyer, they are approximate indications. These data have no binding value unless they have been expressly mentioned as such in the offer or in the written acceptance of the seller.
3.2 - Changes to products
The seller reserves the right to make any changes to his products at any time that he deems appropriate, informing the customer if he is interested in the ongoing supplies directed to him. If the Purchaser proposes technical amendments to the terms of the offer or in the drawings presented, so that they become mandatory, there shall be full written agreement between the Contractors on the changes to be made to the prices and delivery times previously established.
3.3 - Drawings, documents, technical information
Any design or technical document which allows the manufacture of the products sold or parts thereof and which is returned to the Buyer, both before and after the conclusion of the contract, remains the exclusive property of the seller. The above drawings or documents may not be used by the Buyer or copied, reproduced, transmitted or communicated to third parties without the consent of the Seller. The drawings, documents or technical information of the Buyer, returned to the seller before or after the conclusion of the contract, shall remain the exclusive property of the Buyer provided that the Buyer has expressly indicated to the Seller in writing his will to reserve for himself the right of exclusive exploitation. Within the above limits, such drawings, documents or technical information may not be used by the seller, or copied, reproduced, transmitted or communicated to third parties without the written consent of the buyer”.
Art. 4 - Guarantee
4.1 - Conformity of products
Within the terms of this Article, the seller shall guarantee the conformity of the supplied products; by the term “conformity of the products” it shall be understood that they correspond in quantity, quality and type to what is stipulated in the contract of sale.
4.2 - Limitation of liability of the seller
The buyer accepts the images, as well as the files that contain them, in the state in which they are, with all possible errors, faults, inaccuracies and guarantees whatsoever from the seller. The seller expressly excludes, in relation to the images, as well as the files containing them, any warranty or condition, expressed, implied or statutory, including, inter alia, implied warranties and/or conditions of merchantability, of satisfactory quality, suitability for a specific purpose, exemption from flaws or defects, precision, enjoyment free from disruption and not violation of the rights of third parties. Except for the mandatory limits of law, the liability of the seller for service defects, images and files containing them is limited, at the discretion of the agency, to the reimbursement of the amount paid by the customer. The customer is solely liable to himself or to third parties for any damage, whether direct or indirect resulting from the contract or from its execution or from the use of the images. In the same way the customer is solely responsible for the violation of the rights of the personality and property committed using the images subject to this contract. The purchaser shall keep the seller and the photographers involved free from any damage or liability arising from any use of the images other than that authorized in this contract. The purpose of this clause on guarantees and liability is not to limit the liability of the seller in breach of legal provisions, nor to exclude it in cases where it cannot be excluded under that law.
Art. 5 - Technical rules and liability of the seller
Considering that as regards the characteristics of the products the seller complies with the Italian legislation and the technical standards indicated in the catalogues, The Buyer shall take full responsibility for the risk of any discrepancy between those rules and those of the country of destination of the products and shall keep the seller free. The seller guarantees the performance of the products sold only and exclusively in relation to uses, destinations, applications, tolerances, capacities , etc. expressly indicated by him. The Purchaser is not authorized to dispose of the products supplied by the seller in a way that does not conform to the indications set out in the previous point. If the Buyer assigns the above mentioned products to resale, it will be his burden and responsibility to inform his buyers of the information in question. However, it is understood that any liability that may arise from the products, after the transfer of the risks to the Buyer, including any damage to persons or property, will be the sole responsibility of the Buyer, who will keep the seller free. The Purchaser also undertakes to insure any relative risk, without right of recourse against the seller, in an appropriate manner. No derogation from this Article shall be considered valid unless expressly and specifically defined and accepted by the Parties in writing.
Art. 6 - Delivery
6.1 - Delivery time starts
Even when the parties have agreed on the starting date of the delivery period, the delivery period will not start if the Buyer does not pay the part of the price that may be due as a down payment. Likewise, when the Purchaser or other entity designated by him has to communicate working arrangements, technical data or other instructions for the preparation of the products, the delivery period will not start until complete communication has taken place.
6.2 - Seller’s obligation to deliver products
Delivery times are approximate in favour of the seller and in any case with a reasonable margin of tolerance. If a delay in delivery of the products is established by fault of the seller, the Buyer may terminate the contract, but only in relation to the part not delivered and in any case not before having communicated, by registered letter with acknowledgement of receipt, his intention to the seller and having granted him a new period of at least thirty days from the receipt of the notice, within which the seller may deliver all the goods specified in that communication and not yet delivered. This shall also apply in the case of distributed deliveries, in respect of which it is, in particular, understood that under no circumstances should one or more deliveries be delayed or not carried out or the partial termination of the contract for that reason, as permitted by this Article, will include the right of the Buyer to terminate the contract in relation to deliveries already made or to future deliveries. In any case, any liability of the seller for damage resulting from advance, delayed or non-delivery, in whole or in part, is excluded.
6.3 - Purchaser’s obligation to take delivery of products
The Buyer is always obliged to take delivery of the products, even in case of partial deliveries and also when the products are delivered before or after the delivery date established.
The photos we provide are protected by copyright and may only be used for their intended purpose.
This purpose is limited to the purely private use of the photos.
Use in private forums or communities is permitted. Forwarding the photos to family, friends and acquaintances is also permitted. But also with third parties the use is limited to purely private purposes.
Any public use of the photos in print form is not permitted.
In general, any commercial use / exploitation is not permitted.
6.4 - impediments independent of the will of the parties
The delivery time will be extended by a period equal to the duration of the impediment, to the occurrence of causes not dependent on the will of the seller and the Buyer, such as strikes of any nature, fires, floods, lack of driving force, lack or scarcity of raw materials, lack of means of transport, waste of important parts in the course of manufacture due to sub-vendors, breakdowns and accidents to vendor’s production facilities, delays in the granting of authorizations by the Authorities, and other impediments which are beyond the control of the parties after the conclusion of the contract and which make delivery temporarily impossible or excessively burdensome. Both the seller and the Buyer shall be entitled to terminate the contract by giving one month’s notice by registered letter with notice of return if, after a reasonable period of time from the agreed delivery date, the agreement is still prevented. In no case shall the Buyer or the Seller be entitled to claim any compensation or compensation of any kind on account of the circumstances provided for in this Article.
Art. 7 Payment
7.1 - Prices and payments
Payments, and any other sum due to the seller for any purpose, shall be deemed net at the seller’s domicile. The payment must be made, unless otherwise agreed in writing, at the same time as the delivery, at the Bank Institute previously agreed. Any payments made to agents, representatives or collaborators of the seller shall not be deemed to have been made until such time as the relevant sums are received by the seller.
7.2 -Late payments; disputed sums
Any delay or irregularity in payment shall give the seller the right, on simple notification, to suspend supplies or to terminate ongoing contracts, even if they do not relate to the payments in question, as well as the right to compensation for any damages. However, the seller is entitled, from the expiry of the payment without the need for formal notice, to interest in arrears to the extent established by Legislative Decree 231/2002. The delay in payment also gives the seller the right to exclude the guarantee provided for in art. 4 for the whole period during which the delay lasts. The Buyer cannot enforce any default of the seller if he is not in compliance with the payments. The Buyer is obliged to pay in full also in case of dispute or dispute. However, as regards any disputed sums, it may deposit them with a bank until the dispute has been settled, binding the bank to transmit these sums to the seller in the event of the settlement of the dispute in a manner favourable to the seller. No compensation shall be granted for any claims, in any case arising, against the seller.
condizioni generali è esclusivamente competente il foro di Ravenna; questi avrà tuttavia facoltà di agire presso il foro dell’Acquirente.
Art. 8 - Reservation of ownership
In the event that payment is to be made - in whole or in part - after delivery, the products delivered shall remain the property of the seller until full payment of the price. The Buyer undertakes to cooperate with the Seller in preparing the necessary measures for the protection of the Seller’s property right.
Art. 9 -Interpretation; amendments; invalid clauses
Any annexes or premises shall be understood as forming an integral part of the contracts to which they relate. Any reference to the price lists, general conditions or other material of the seller or of third parties shall be understood as referring to the documents in force at the time of the recall, unless otherwise specified. The corresponding texts previously in force between the Parties shall be deemed to have been annulled. Declarations made or the conduct of the parties during negotiations or in the course of performance of the contract may contribute to the interpretation of the contract to which they relate only, and to the extent that they do not conflict with these general conditions or with written agreements made by the parties at the time of the conclusion of the contract in question. Except as provided in art. 2, any amendments or additions made by the parties to contracts to which these general conditions apply shall be made in writing, otherwise they shall be void. Derogation from one or more of the provisions of these general conditions shall not be interpreted extensively or by analogy and shall not imply a wish not to apply the general conditions as a whole.
Art. 10 - Competent court
For any dispute relating to or in any case related to the contracts to which these general conditions apply, the court of Ravenna is exclusively competent; it will however have the right to act at the court of’Buyer.