General Terms and Conditions of Sale

1. Scope of application

This price list supersedes and replaces in its entirety any previous price list, quotation or commercial communication issued by OMP S.r.l. with respect to the Infiniti brand. These General Terms and Conditions of Sale govern all commercial relations between OMP S.r.l. (hereinafter the “Seller”) and the purchasing customer (hereinafter the “Buyer”) concerning the product line marketed under the Infiniti brand, unless otherwise agreed in writing by the Parties. These General Terms and Conditions of Sale shall be deemed known and accepted by the Buyer upon placement of the order and, in any event, upon receipt of the order confirmation. Any different agreements or conditions shall be valid only if confirmed in writing by the Seller.

2. Prices

All prices are expressed in Euro and are exclusive of VAT, duties, taxes, transportation costs, insurance costs and any other applicable ancillary charges. Unless otherwise stated in writing, the prices set out in this price list refer to goods supplied Ex Works (EXW) Seller’s premises, in accordance with the applicable Incoterms®.

3. Validity of the Price List and Amendments

This price list shall remain valid from the date indicated therein until it is revised or replaced by a subsequent communication. The Seller may, from time to time, amend prices, technical specifications, materials, finishes, dimensions, product codes, configurations and product availability where required for technical, manufacturing, commercial or regulatory reasons. Such amendments shall not affect orders already confirmed by the Seller, unless otherwise agreed between the Parties. Descriptions, images, technical drawings, finishes, colours and any other information contained in the catalogue or price list are provided for information purposes only and shall not constitute a contractual commitment.

4. Orders and Order Confirmation

Orders shall be submitted in writing and shall become binding upon the Seller only issuance of the relevant order confirmation.
The Seller reserves the right to accept or reject, in whole or in part, any order received. Any quotation, representation or undertaking communicated by agents, distributors or third parties shall be binding only upon written confirmation by the Seller.

5. Amendments and Cancellations

The Seller may consider requests for amendment or cancellation of an order only if received within two (2) business days from dispatch of the order confirmation and prior to commencement of production. In any event, commencement of production shall constitute the final deadline for acceptance of any amendment or cancellation request. The Seller reserves the right, at its sole discretion, to accept or reject any such request and to charge the Buyer for any costs already incurred in connection with design activities, procurement, production, or special manufacturing processes. Custom-made products, products manufactured upon the Buyer’s specific request, or products manufactured using materials supplied by the Buyer may not be cancelled, amended or returned.

6. Minimum Order Value

The minimum net value for each order shall be EUR 800.00. The Seller reserves the right to accept orders below such amount and to apply the corresponding administrative or handling charges.

7. Lead Times

The Seller shall use reasonable efforts to comply with the indicated lead times; however, such lead times are estimates only and shall not be deemed of the essence. Any delay in delivery shall not entitle the Buyer to claim damages, cancel the order or suspend payment obligations, except in cases of wilful misconduct or gross negligence by the Seller and to the extent permitted by applicable law. For products manufactured using materials, fabrics, coverings or other components supplied by the Buyer, the delivery period shall commence upon receipt and approval of such materials by the Seller.

8. Delivery of Goods and Transportation

Unless otherwise agreed in writing, the goods are sold EXW (Ex Works) Seller’s premises in accordance with the applicable Incoterms®. The risk of loss, damage or deterioration of the products shall pass to the Buyer upon delivery to the carrier or when the goods are made available at the Seller’s premises. The Seller shall not be liable for shortages, delays, damage or loss occurring during transportation, loading, unloading or storage after delivery. Any apparent damage or transportation-related claims must be noted on the carrier’s delivery document at the time of delivery and notified in writing within eight (8) days from receipt of the goods.

9. Payments and Retention of Title

Payments shall be made within the terms and according to the methods specified in the order confirmation or invoice. In the event of late payment, the Seller shall be entitled to charge interest as provided by the applicable legislation, without prejudice to any further action for debt recovery. If any amount remains overdue and unpaid, including amounts relating to supplies other than those covered by the relevant order, the Seller shall be entitled to suspend performance of pending orders, as well as the completion or delivery of products already manufactured, until the Buyer has fully remedied its outstanding indebtedness. Such suspension shall not constitute a breach of contract by the Seller nor give rise to any liability on the part of the Seller. Title to the products shall remain vested in the Seller until the Buyer has paid in full all amounts due in respect of the relevant supply.

10. Materials, Finishes and Tolerances

Natural variations inherent in materials and normal manufacturing and dimensional tolerances shall not constitute defects and shall not affect the conformity of the product. By way of example, such characteristics include differences in colour, shade, grain, texture, wood knots, natural leather markings and other intrinsic features of natural materials. Samples and photographic reproductions are provided for illustrative purposes only and cannot guarantee an exact match in colour, appearance or material characteristics. The use of fabrics, leathers or other materials supplied by the Buyer shall be subject to the Seller’s prior technical approval. Such materials shall be delivered carriage paid to the Seller’s premises together with all technical specifications necessary for processing. The Seller does not warrant the quality, durability, suitability or long-term performance of materials supplied by the Buyer. In the event of warranty replacements involving products upholstered or covered with Buyer-supplied materials, the Buyer shall provide the required replacement materials at its own expense.

11. Customer’s Own Materials (COM)

The use of fabrics, leathers, or any other materials supplied by the Buyer shall be subject to the Seller’s prior technical approval. Such materials shall be delivered carriage paid to the Seller’s premises and shall be accompanied by all technical specifications and instructions necessary for processing and manufacturing purposes. The Seller makes no representation or warranty as to the quality, durability, suitability, performance, or long-term behaviour of materials supplied by the Buyer and shall not be liable for any defects, deficiencies, or non-conformities attributable thereto. In the event of warranty replacements relating to products upholstered, covered, or otherwise manufactured using materials supplied by the Buyer, the Buyer shall, at its own expense, provide all materials required for such replacement.

12. Warranty

The Seller warrants its products for a period of five (5) years from the date of purchase, corresponding to the date of the invoice issued by the Seller. Upholstery materials and moving components (including, by way of example and without limitation, gas lifts, mechanisms and components subject to wear and tear) are naturally subject to deterioration resulting from use and shall therefore be covered against manufacturing defects for a period of two (2) years from the date of purchase. Products identified by the Seller as outdoor products in its catalogues, price lists, technical data sheets, or other official commercial documentation shall be warranted against manufacturing defects for a period of two (2) years from the date of purchase (being the date of the invoice issued by the Seller). Such two-year warranty shall apply to the product as a whole and to all of its components. This warranty covers exclusively defects in materials or workmanship that materially and objectively impair the functionality of the product. Aesthetic variations, differences in appearance, natural imperfections inherent in the materials, as well as normal dimensional and manufacturing tolerances that do not affect the performance of the product, shall not constitute defects for the purposes of this warranty, including, by way of example and without limitation, differences in colour, shade, grain, texture, wood knots, natural markings on leather, batch-to-batch variations, and differences between samples, images, photographic reproductions and finished products.

At its sole discretion, the Seller may:

repair the product;
replace the defective component; or
refund the purchase price of the defective product.

The Seller’s products are intended for use in residential and contract environments, including offices, restaurants and hospitality facilities, provided that they are used under normal and moderate conditions and in accordance with the manufacturer’s specifications. Continuous high-intensity use, heavy-duty applications, extremely high-traffic environments and rental use are excluded from this warranty unless otherwise agreed in writing. This warranty shall apply provided that the product has been used for its intended purpose, properly installed and handled, adequately maintained in accordance with the Seller’s instructions, and fully paid for.

This warranty shall not apply to:

normal wear and tear;
natural variations in materials, including differences in colour, grain or texture;
batch-to-batch variations;
alterations resulting from the ageing of materials or exposure to light;
damage resulting from misuse, negligence or improper maintenance;
damage occurring during transportation, storage or handling;
the use of non-original components;
defects, anomalies, aesthetic variations or non-conforming performance arising from materials or components supplied by the Buyer (COM);
modifications or alterations carried out without the prior authorization of the Seller;
damage caused by improper use or exposure to extreme environmental conditions, excessive humidity, or unsuitable cleaning procedures.

The detailed terms and conditions of the Seller’s Commercial Warranty, form an integral part of these General Terms and Conditions of Sale and govern the operational aspects relating to the handling of warranty claims, subject to the limitations and conditions set forth therein. This warranty constitutes the sole commercial warranty granted by the Seller. Nothing in this warranty shall affect any mandatory statutory rights granted to consumers under applicable law.i alla gestione delle richieste di garanzia, nei limiti e alle condizioni ivi previste. La presente costituisce l’unica garanzia commerciale prestata dal Venditore. Restano in ogni caso impregiudicati i diritti inderogabili riconosciuti ai consumatori dalla normativa applicabile.

13. Claims Procedure

Any claim shall be submitted in writing within a reasonable period following the discovery of the defect and, in any event, no later than fifteen (15) days from the date on which the defect was discovered.

The Buyer shall provide:

proof of purchase (invoice);
a detailed description of the defect identified; and
adequate photographic documentation of the product concerned.

Failure to submit a claim within the time limits set forth above, or failure to provide the required documentation, may result in forfeiture of the rights arising under this warranty.

14. Returns

No returns shall be accepted without the Seller’s prior written authorization.

Products authorized for return must:

be properly packaged, preferably in their original packaging; and
be returned in a condition suitable for inspection and verification of the reported defect.

The Seller reserves the right to reject any unauthorized returns or products damaged as a result of inadequate packaging. Upon granting authorization, the Seller shall provide reasonable assistance to the Buyer in connection with the return procedure. The procedures applicable to defects covered by warranty shall be governed by Article 12. Should the Seller, following its technical inspections, determine that the returned product is effectively defective and that such defect is covered by the warranty, the transportation costs for the shipment of the replacement product shall be borne by the Seller up to the warehouse of the Buyer’s principal place of business. No additional costs, expenses, charges, or compensation shall be reimbursed or payable by the Seller, including, without limitation, transportation, installation, handling, dismantling, or removal costs.

15. Limitation of Liability

The Seller’s liability shall be strictly limited to the remedies expressly provided for in these General Terms and Conditions of Sale and under this Warranty. To the fullest extent permitted by applicable law, the Seller shall not be liable for any indirect, incidental, special or consequential damages, including, without limitation, loss of use of the product, loss of time, inconvenience, loss of profit, or business losses of any kind.

16. Governing Law and Jurisdiction

These General Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of Italy. Any dispute arising out of or in connection with these General Terms and Conditions of Sale, any contracts entered into between the Parties, or their interpretation, performance or validity, shall be submitted to the exclusive jurisdiction of the Court of Treviso, Italy. Notwithstanding the foregoing, the Seller shall be entitled to initiate proceedings for the recovery of its receivables before the court having jurisdiction over the place where the Buyer has its registered office, principal place of business, or domicile.