SAFILO USA, INC., New Jersey company with registered office at 300, Lighting Way, Secaucus, New Jersey (“SAFILO”) REQUIRES A MINIMUM OPENING ORDER TO ESTABLISH AN ACCOUNT.
ALL PRICES ARE BASED ON SAFILO CURRENT PRICE LIST AND ARE SUBJECT TO CHANGE WITHOUT NOTICE. SAFILO RESERVES THE RIGHT TO ACCEPT OR REJECT ANY ORDER IN ITS SOLE AND ABSOLUTE DISCRETION.
Warranty, exchange and returns of Products Any manufacturer warranty, returns of Products and/or Products exchange are subject to Safilo Service Policy, herein incorporated by reference and integral part of these Terms and Conditions.
Applicability of Safilo Terms and Conditions of Sale (“T&C”) Any order placed with Safilo, if accepted by Safilo, is subject to these T&C. No amendment or modifications or termination of the T&C are allowed unless in writing and signed by an authorized officer of Safilo. Any additional or different terms in customer’s order or confirmation will not be binding on Safilo, unless expressly accepted in writing by Safilo. If Safilo and the customer expressly agree in writing upon different terms and conditions, such terms and conditions shall prevail on the present T&C in case of conflict. Customer acknowledges that Safilo has not authorized any of its sales agents or representatives to make any representations, warranties, or agreements on its behalf or to bind Safilo in any way.
Price Exclusions Prices applicable to Safilo eyewear products (“Products”) do not include the following, all of which shall be for the account of customer: all sales, excise and similar taxes which Safilo may be required to pay or collect under any federal, state, or local law upon, or with respect to, the manufacture, purchase, sales, transportation, delivery, storage, use, or handling of any of the Products. If any taxes, however they may be designated, are hereafter imposed or increased by any governmental agency on, or measured in terms of, the manufacture, purchase, sale, holding for sale, transportation, delivery, use, or handling on the Products, for the payment or collection of which Safilo is responsible, such taxes will, to the extent permitted by law, be billed to customer separately on Safilo’s invoice.
Payment Terms Unless otherwise stated in Safilo’s invoice, any amounts to be paid to Safilo by the customer for the purchase of the Products are payable in full within ten days after the end of the month immediately following the date of invoice (Net 10 EOM). Interest will be charged to the customer on all past due accounts at the rate of 1.5% per month but not in excess of the maximum rate permitted by law. Safilo reserves in any case all rights and remedies in case of delinquent or delayed payments, including the stop of any order confirmation or shipment and/or the filing of a legal claim.
Delivery Terms Unless otherwise agreed in writing between Safilo and the customer, all deliveries in the territory of the United States will be DAP (“Delivered At Place” as per Incoterms 2010 International Chamber of Commerce) at customer’s address to be communicated to Safilo by the customer. For deliveries outside the United States, Safilo will separately communicate to the customer the applicable delivery terms. Unless otherwise agreed in writing between Safilo and the customer, Safilo shall have the right to make delivery in installments. All installments shall be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to pay for any installment when due shall excuse Safilo from making further deliveries unless Safilo receives satisfactory assurances of payment.
Force Majeure Safilo shall not be liable for any delays in delivery or any failure to deliver due to causes beyond Safilo’s control, including but not limited to acts of God, war, mobilization, civil commotion, riots, embargoes, domestic or foreign governmental regulations or orders, fires, floods, strikes, lockouts or other labor difficulties, machinery breakdowns, or shortages of or inability to obtain shipping space or transpiration.
Withdrawal of Credit If by terms of sale, credit is extended to customer, Safilo reserves the right to revoke such credit at any time in its sole discretion.
Retained Security Interest Safilo shall retain a security interest in all Products and in all proceeds of sale or other disposition of the Products until payment of the purchase price in full. Customer agrees to execute and deliver any Uniform Commercial Code financing statements or other instruments and perform all acts which may be necessary for the perfection of Safilo’s security interest hereunder. If customer shall (a) default in any obligations on its part to be performed under the Agreement, or (b) become insolvent, be declared bankrupt, make an assignment for the benefit of creditors, or be liquidated or dissolved, then Safilo may exercise its rights under the Uniform Commercial Code in force in the State of New York, including the right to purchase the Products at any public or private sale; and in addition, Safilo be entitled to take possession of the Products. All expenses incurred by Safilo in retaking, holding, preparing for sale, or selling the Products, including reasonable attorney’s fees, shall be borne by customer. Safilo reserves the right to charge a restocking fee not to exceed 25%.
Applicable Law and jurisdiction These T&C shall be governed by and construed in accordance with the substantive laws of New York. In any dispute that might arise over the validity, interpretation and/or performance of the T&C, Safilo and customer consent to the exclusive jurisdiction of the State and Federal courts in New York County.
Safilo Intellectual Property All trademarks appearing on the Products and connected accessories are either owned by Safilo or used by Safilo with permission under trademark licenses. The customer understands and agrees that any such trademarks and any materials or media in which such trademarks appear (including catalogs, promotional materials, and Safilo’s Internet Web Site) may not be reproduced, disseminated, published or transferred in any form or by any means except with the prior written permission of Safilo. Safilo reserves the right to stop dealing with the customer that in case of failure to comply with these T&C.
Acceptance of Safilo T&C A purchase on Safilo account implies acceptance by customer of these T&C.