Any ALBERTI TESSUTI SRL purchase implies unreserved acceptance by the Buyer of the terms and conditions set out below.

The term "Company" refers to ALBERTI TESSUTI SRL.

The term "Buyer" refers to the person or company who has placed the order or where the invoice is addressed.

The term "Goods" refers to articles listed in the order, the invoice or any goods supplied.

1. OBJECT

These general conditions aims at defining the rights and obligations of the parties under the sale of goods offered by the company ALBERTI TESSUTI SRL, a limited liability company with capital of 50000,00 euro, registered office located via Magenta 27, 21013 Gallarate (VA) Italy.

Consequently, except in case of a specific agreement, by placing the order, the buyer implies full and complete acceptance of these terms and conditions of sale.

Parties agree that their relation will be exclusively governed by these terms and conditions to the exclusion of any terms and conditions previously issued by the Buyer. Any contrary condition opposed by the Buyer, in the absence of an express acceptance, shall not be opposed to the Company, regardless of the time when it may have been brought to its knowledge.

2. ACCEPTANCE AND ORDERS

The Buyer acknowledges having read the following conditions of sale before ordering and accepts them expressly without any reservation.

These terms and conditions shall prevail over all other conditions contained in any document including business practices unless prior written consent.

No change in these conditions shall prevail against Company unless made in writing and duly signed by the Direction of the Company. Agents of the Company and employees do not have the power to change these conditions.

The orders are only considered definitive, even if taken by an agent or a Company’s employees, when approved in written by the Company.

The order confirmation shall specify:

• the price
• terms of payment
• quantities
• composition
• delivery date (given as an indication and may be modified at any time by the Company)

The order confirmation implies the Buyer’s approval, full knowledge the Company’s terms of sale, and acceptance of its terms of purchase.

In the event of shortage, the Company shall supply the orders according to their time of arrival and according to availability.

No order can be cancelled by the Buyer without the written approval made by the Company.

In the event of the Company’s approval of the order cancellation, compensation set by the Company will be due by the Buyer.

If the Company cannot supply the order due to circumstances beyond its control, the Company shall have the right to cancel the contract by notifying it in written the Buyer. The company shall not be held liable for the resulting damage.

3. WARRANTY

Due to a semi-crafted manufacturing process of the fabrics and the usage of dyed yarns for the manufacturing of the fabrics, a slight variation in color or finish may occur. These variations cannot motivate a refusal of goods by the Buyer.

In the case of a purchase on sample, the Company does not guarantee that the goods are suitable for the purposes required by the Buyer.

In the case of a purchase on description, the Company does not guarantee the goods to fulfill the Buyer’s requirements unless the Company has been notified in writing.

Photographs illustrating the goods are not binding. They may contain errors. The Company cannot be held liable for them.

4. PRICE

All prices are those in effect (according to the price list of the Company in force at the time of the order and valid for 6 months) at the time of the Company’s order approval and are indicated in euros.

All prices given by the Company do not include taxes and transportation costs based on the prices given to the Buyer and valid for 6 months from the Company’s order confirmation.

Prices do not include packaging and delivery charges. These fees are supplements added on the invoice. Furthermore, any taxes or services to be paid according to Italy or importer/transit countries’ regulations will be charged to the Buyer.

The Company reserves its right to modify the prices at any time. However, once the Buyer's order is validated, the price cannot be modified.

5. PAYMENT

An invoice is issued for each delivery once the goods are received in the Company’s head office.

All invoices must be paid in the currency of the price displayed in the invoice.

Terms of payment

Except as otherwise agreed, the invoices shall be paid according to the information provided in the confirmation order issued by the Company.

The Company reserves its right to require payment before shipping or to request a deposit of the total amount of the proforma.

The payment period is an essential prerequisite of the contract.

The payment of the order may be done by:

• Credit card
• Bank transfer
• Cheque
• Cash

Any change in the payment terms as set in the confirmation order is determined by the Company’s written approval.

In the event of differed or installed payment, a payment is considered as such when paid is made at due date and not the deposit of an instrument or a cheque implying a payment obligation. 

Delayed payment

In the event of delayed payment or delay unapproved by the Company or payment rejection by the bank, the Company is entitled either to:

• require full payment before delivery, an unpaid term shall lead to the immediate exigibility of the balance without formal notice
• or suspend any Buyer’s order in process without prejudice to any proceedings.

Any delay in payment due on the invoice shall lead the following day to penalties of an amount equal to five of the legal rate plus a lump sum compensation for recovery costs of 50 €.

In the event of lack of payment, forty-eight hours after a legal notice that remained without response, the sale will be cancelled by the Company. The Company will be entitled to ask the return of the goods already delivered without damage.

In case of payment by cheque, if the cheque was not received by the Company, it will be considered as a payment refusal, therefore a lack of payment.

In all the cases mentioned before, the amounts due for any other order, or any other cases, will be immediately required if the Company does not chose to the cancellation of the corresponding orders.

The Buyer shall reimburse all the costs induced by the contentious collection including the all the litigation costs.

In no event, the payment shall be suspended or be compensated without the Company’s prior written consent.

Any payment made will be first attributed to the oldest due amounts.

The Company reserves the right, at any time, according the risks, to set a limit, to demand specific payment terms, or guarantees not specified in the order confirmation.

Any change in the terms of payment originally fixed is subject to approval by the Company.

6. DELIVERY

The delivery is made according to the order through direct delivery of the goods to the Buyer, availability notice, delivery to the shipper, or picking up at the Company’s head office. Delivery is considered executed when goods are accepted by the Buyer, his agent or carrier.

The deliveries are made according to the availability and the arrival order.

The Company is entitled to make partial or full deliveries.

Lead times are mentioned in the quote or in the order’s approval as accurately as possible and according to the supply and port possibilities. The lead time given is non-liable and approximate.

The Company declines any responsibility for delays in the delivery due to carrier or any specific circumstances: weather conditions, strikes, and any other unplanned events.

Delays in delivery shall not lead to penalties, compensation or cancellation of the orders in process.

However, if 16 weeks after the approximate date of delivery and after a formal notice sent to the Company demanding the delivery within 15 working days remained without response, the goods were not delivered; the sale shall be cancelled by one or the other part. The Buyer shall obtain the return of the deposit made excluding any other compensation or damages.

The Company shall not fail to keep its contract obligations, if its execution has been delayed, hampered or stopped by an unforeseeable or force majeure event.

Unforeseeable and force majeure events are any event or circumstance that are unplanned, unforeseeable, not related to the parties, unavoidable, independent from the parties’ will, and that cannot be avoided by the parties, even though all the reasonably possible efforts.

The Company will informe the buyer, in due course, of the events and circumstances stipulated hereinabove.

Hypothetically, the delivery on time may only occur if the Buyer is up to date regarding his obligations toward the Company, whatever the cause may be.

Risks during shipping are supported by the Buyer, whose obligation, in the event of damage, loss, or missing goods, is to report any necessary fact or reservation or to have recourse to the responsible carrier.

Buyer can choose to be delivered to the billing address or any other specified address.

Delivery is charged to the Buyer.

Risks during shipping are supported by the Buyer and the Company cannot be held liable for the losses and damages occurring during the shipping and failing to deliver at a specific date.

The Buyer commits to pick up the goods within 15 days after noticing that they are ready.

After this period of time, charges equals to 1% for the storage of the goods will be applied if the Company has not received delivery instructions.

The delivery date specified in the quotation or order’s confirmation, or any other place is approximate and not contractual.

The Company cannot be held liable to the Buyer for any loss or damage and any failure to deliver on a specific date.

7. PROPERTY & RISKS

Risks during shipping are supported by the Buyer who must verify at delivery the quantity and the general aspect of his goods, to report reservations on the delivery slip and to confirm them by registered letter with acknowledgement receipt to the carrier within 2 days after goods delivery.

The Company retains ownership of all goods delivered to the Buyer until payment in full of all the orders placed with the Company by the Buyer. This clause is a main condition of the contract. Ownership transfer of the sold goods is subject to the Buyer’s full payment of the price at due date.

Once the goods have been manufactured or incorporated into another product, the resulting product remains the ownership of the Company until full payment of all debts between the Company and the Buyer, in virtue of the business relationships or till the full payment of the balance.

Before transferring the ownership, if the Buyer, a legal or natural person, is under sequestration or liquidation, the Company may with the consent of the Buyer enter into the Buyer’s office to take back the goods.

8. CLAIMS AND RETURNS

The Buyer must express any defects (except related to hidden defects) within 5 working days at the fabrics reception and their usage.

Any claim relative to delivery mistake or non-conformity in nature or quality in accordance with the indications displayed on the purchase order must be notified to ALBERTI TESSUTI SRL within five (5) working days from the delivery.

The Buyer must provide the evidence regarding the noticed defects. The Buyer shall easily let the Company to process to a defect report and offer a solution. The Buyer shall not take action or let a third party take action to this purpose.

Buyer’s requests expressed in meters will be confirmed in written by the Company, however the Buyer approves in advance that the delivered quantity difference of the + / - 6% in the total length is tolerated.

The manufacturing of the Company’s fabrics is partly handcrafted, therefore the Buyer approves in advance that a +/-6 % difference in the repeat’s length between the sample order and the production order is possible.

A difference of + / - 10% OF THE WIDTH ORIGINALLY PLANNED IS TOLERATED.

ALBERTI TESSUTI SRL does not test the fabrics. No claim will be received once the production order made. If the client runs test after the production order and the fabrics are not compliant with the tests, the client will be held responsible and will have to fully pay the order.

The production order is done according to the sample approved by the client. Costs involved by any changes during the order process will be charged to client.

Borders are not considered part of the fabric. They can vary according to warps, looms, and factories. If the client wishes customized borders, he must inform the Company before placing the order.

Consequently, the lengths as displayed in the invoice, are considered correct except in the event of a manifest error and shall be challenged owed to the elasticity inherent to the fabric only if the reported difference exceeds 6% and if the claim is notified within 5 days from the delivery.

Hidden defects must be notified by registered letter with acknowledgement of receipt as soon as noticed.

The company will notify defects with stickers.

Returns

Any return must go through an official agreement from the Company and the Buyer. Any returned product without an agreement shall not lead to the issuance of a credit note. The costs and the risks will be charged to the Buyer.

Any return approved by the Company will lead to the issuance of a credit note after quality and quantity verification of the returned goods.

The returns not compliant with the hereinabove process will be compensated with the non-reimbursement of the deposits made.

9. DURATION

These terms and conditions apply from the date of signature/validation of the order until the expiration of the guarantees owed by the Company.

10. ENTIRE

In the event that any provision of this contract is null and void by a change of legislation, regulation or court decision, it does not, in any way, affect the validity and enforceability of these terms and conditions of sale.

11. PROOF OF TRANSACTIONS AND ARCHIVING

The records stored in the computer systems of the Company and its partners in conditions of reasonable safety, will be considered proof of communications, orders and payments between the parties.

12. FORCE MAJEURE

The Company cannot be held liable with respect to the customer for failure to execute its obligations resulting from an event of force majeure.

13. RESPONSIBILITY

The company cannot be held liable for any kind of damage that could lead to a disfunctionning or a bad usage of the goods commercialized; the same shall be applied if any modification operated on the goods by the Buyer.

14. LITIGATION

Products are compliant with Italian legislation.

The Company shall not bear liability for non-compliance with the legislation of the country where products are delivered. It is the client’s responsibility to check with local authorities the possibilities of importation and use of the products or services ordered.

This contract is subject to Italian law. ALBERTI TESSUTI SRL cannot be held liable for damages of any kind, whether tangible or intangible, which could result in a malfunction or improper use of products sold. The same applies for any changes resulting from product manufacturers.

The competent law courts of the place where the Company has his registered office shall have exclusive jurisdiction in any action arising out of or in connection with this terms of conditions. However, as an exception to the principle hereabove, the Company is in any case entitled to bring his action before the competent court of the place where the Buyer has his registered office.

Should the Buyer has his seat out of CEE, all dispute arising out of or in connection with the present General Conditions shall be finally settled under the Rules of Arbitration Chamber of Milano by one or more arbitrators appointed in accordance with the said Rules.