General Terms and Conditions of Sale

  1. Quotations and Stipulation of the Contract
    • 1.1 – These General Terms and Conditions of Sale (hereinafter “General Terms and Conditions”) govern the sales performed by OFFICINE GRAFICHE MUZZIO SPA (hereinafter “OGM”) in favour of its clients (hereinafter “Clients” or, singularly referred to as “Client”). From the moment of their acceptance by the Client, these General Terms and Conditions govern all the following sales agreements, unless otherwise agreed or modified in writing.
    • 1.2 – After the request of the Client, OGM will send in writing to the Client its quotation containing the specific terms of the sale, such as the description of the products, the price, the delivery timing and the details of the transport (hereinafter “Quotation”). The Quotation may be sent also by the Agent of OGM after prior authorization of the latter.
    • 1.3 – The signing of the Quotation by the Client constitutes acceptance of the Quotation itself and order confirmation. The Quotation signed by the Client in all its parts must be sent by the Client to OGM: upon receipt by OGM of the Quotation signed by the Client, the sales agreement will be considered stipulated under the terms and conditions contained in the Quotation itself and OGM will start the realization of the products as provided therein.
    • 1.4 – If the Quotation is partially or entirely modified by the Client (hereinafter “Modified Quotation”), OGM will be free not to accept it by rejecting it in writing. In the absence of express rejection of the Modified Quotation within 10 days following its receipt by OGM, it will be considered tacitly accepted by the latter and the sales agreement will be considered stipulated under the terms and conditions contained in the Modified Quotation.
  2. Terms of delivery
    • 2.1 – The dates or delivery periods indicated in the Quotation must be understood as indicative and do not assume a mandatory character. In case of late delivery due to causes beyond the reasonable control of OGM, such as, by way of example and not limited to, transport problems, delays or non-delivery of products by Suppliers, causes of force majeure, OGM has the right , at his option, to extend the delivery deadline in accordance with the delay not attributable to it, or to cancel the order, giving timely notice to the Client. In both cases, OGM will be exonerated from any liability towards the Client for late delivery or non-delivery.
  3. Shipping and transport
    • 3.1 – Unless otherwise agreed in writing, delivery is intended to be ex In any case, the goods travel at the risk of the Client even if the delivery is agreed as free at destination.
    • 3.2 – Even if OGM uses the necessary diligence in packaging pallets, because of their weight they must not be stacked or overlapped.
  4. Prices
    • 4.1 – The prices of the products are those indicated in the OGM’s Quotation. The prices indicated in the Quotation do not include VAT. The Client acknowledges that due to changes in the cost of the material, the prices remain unchanged for the period of 30 days from the date of issue of the Quotation but they may vary due to changes in the cost of the material. The mentioned prices must be considered not inclusive of any further taxes, duties, packing and shipping costs, unless specifically agreed otherwise.
    • 4.2 – The prices of the products are in no way binding for any subsequent orders or contracts.
    • 4.3 – In the event of a Sale outside the European Union, considering the exchange rate fluctuation, the prices remain valid on the basis of the current exchange rate at the time of the Order and in the event of a variation of more than 3% OGM has the right to update the prices based on the variation itself.
  5. Terms of payment
    • 5.1 – The terms and methods of payment are those indicated in the Quotation.
    • 5.2 – The terms of payment start from the date of issue of the invoice, unless otherwise indicated in the invoice itself.
    • 5.3 – Any advances on payment, openings of letters of credit, sureties and/or guarantees agreed between the parties must be paid and/or issued by the Client strictly before the beginning of the production of the goods, under penalty of cancellation of the order itself, at discretion of OGM.
    • 5.4 – Collections, discounts, return authorizations, etc., carried out by Agents or representatives of OGM are not considered valid unless specifically approved by OGM in writing.
    • 5.5 – The occurrence of any disputes, even judicially, does not allow the suspension of the payment of the products.
  6. Non-payment or delayed payment
    • 6.1 – In the event of late payment, the Client will be charged the default interests pursuant to art. 5 of Legislative Decree no. 231/2002 and subsequent amendments, in addition to bank overdraft fees.
    • 6.2 – In case of delayed payment or non-payment, OGM is entitled to cancel the contracts in progress and to suspend all deliveries of the products. In any case remaining unaffected the right of OGM to compensation for damages.
    • 6.3 – OGM reserves the right to cancel Quotations already accepted and contracts in progress if the Client’s financial and solvency conditions are, or have become, such as to endanger the collection of the consideration.
  7. Complaints and returns – Tolerances – Warranty and Limitation of responsibility
    • 7.1 – Under penalty of forfeiture, complaints relating to incomplete or incorrect deliveries or relating to non-compliant or defective products must be made in writing, together with the shipping receipts, within 8 (eight) days of receipt, or from the discovery of the defect in case of hidden defect.
    • 7.2 – The Client has been made aware of the specific tolerances of the graphic sector and the state of the art of printing, which are considered as accepted: in particular, the Client knows that the delivery is correctly performed with a tolerance of +/- 10% on the quantities ordered and that the plasticization may cause modification of the colours.
    • 7.3 – In no case the complaints received by the Agent of OGM imply implicit acceptance of the same by the OGM itself.
    • 7.4 – In no case the Client may intervene on the product deemed to be different and defective, not even in order to remove the defect. It must be kept by the Client and made available to OGM for the appropriate checks. In no case the products may be returned without the prior authorization of OGM. In case of return, the shipping costs are borne by the Client, unless otherwise agreed; without prejudice to the reimbursement of the shipping costs by OGM in the event of ascertained defect.
    • 7.5 – In the event of an ascertained defect, OGM shall, at its discretion, replace the products free of charge within the terms normally necessary for reprints or issue a credit note for an amount equal to the value of the products recognized as defective. This is the only guarantee issued by OGM pursuant to articles 1490 and following and/or 1667 and following of the Italian Civil Code and, in any case, the liability of OGM, also for direct or indirect damages that may have occurred to the Client in relation to the products and their realization, cannot exceed an amount equal to the price of the products paid by the Client.
  8. Documents of the Clients – Intellectual property
    • 8.1 – Files, texts, photos, graphic cards and anything else delivered by the Client and owned by the latter (hereinafter “Documents“) and used by OGM for the realization of the ordered products, will be kept by OGM for the period of two years from the delivery of the products. Once this period of custody ceases, the Documents will be destroyed without the necessity of communication by the OGM.
    • 8.2 – The Client warrants that all Documents delivered to OGM do not violate third party rights and, in the event of a dispute, undertakes to indemnify and hold OGM harmless from any request deriving from the violation of the intellectual property rights of third parties.
  9. Privacy
    • 9.1 – The Client declares pursuant to and for the purposes of article 13 of Legislative Decree no. 196/2003 and subsequent amendments pursuant to EU Regulation no. 679/2016 to be informed that the personal data requested are used for administrative-accounting and commercial purposes, with the aid of paper archives and IT and telematics tools, and that the provision of such data is mandatory for the fulfilment of the contract, and consequently gives its consent to their treatment.
    • 9.2 – The Client also agrees that his data will be processed and communicated to third parties, even outside the European Union, for the same purposes referred to in paragraph 9.1.
    • 9.3 – The data controller is OGM, to whom the Client can send his requests in order to assert his rights.
    • 9.4 – Please refer to the website for further information on the Privacy Policy of OGM.
  10. Applicable law and jurisdiction
    • 10.1 – This sales agreement is governed by the Italian law, with exclusion of the rules of the private international law regarding the conflicts of laws.
    • 10.2 – Any disputes relating the interpretation and/or execution of the single sales agreements, will be subject to the exclusive jurisdiction of the Court of Padua (PD).