Article 1 – General Provisions

The General Terms and Conditions of Sale contained herein shall apply to:

All offers, quotations and order confirmations issued by Versilia Supply Service S.r.l. (hereinafter referred to as “VSS”), its established or incorporated companies, including foreign entities, or other affiliated companies, including foreign affiliates.

All agreements, as defined below, between VSS and any customer, including prospective customers (hereinafter referred to as the “Customers”), shall therefore be governed as follows:

1. Customers’ orders shall be accepted and processed by VSS following either a direct order or acceptance of a quotation which, from the date of acceptance by the Customer, shall remain valid for the period indicated therein or, if not specified, for a period of 180 days.
   Any unilateral cancellation by the Customer within the aforementioned period shall not be deemed valid and the Customer shall remain bound by the obligations undertaken, without prejudice to any written agreements between the parties, which may provide for total or partial cancellation of orders, always subject to prior written authorization by VSS.
   Orders relating to products with specific and special characteristics expressly requested by the Customer may under no circumstances be cancelled.
2. In the event of unavailability of a specific product, VSS undertakes to supply a product of similar or superior nature and quality, providing the necessary information to the Customer in advance.
3. For all technical products (i.e. products not falling within the food and beverage category), returns may be accepted only within 48 hours from delivery of the goods and subject to express authorization from the VSS account manager indicated in the quotation or subsequent communications.
   Authorized returns must be sent back within 8 days to the VSS warehouses in Viareggio, complete with all accessories and in their original packaging, properly repacked.
   The return shall be deemed completed at the warehouse specifically indicated by VSS, unless otherwise agreed. Failure to comply with these conditions shall result in rejection of the return request and the goods shall be returned to the sender at the Customer’s expense.
4. For all returns relating to the food and beverage sector, Customers must request written authorization from VSS within 4 hours of delivery on board the vessel or at the location indicated by the Customer.
   For fresh products and perishable goods, claims must be communicated immediately by email at the time of delivery.
   In all cases, returns must be authorized as specified above under point 3. In the absence of such communication, the goods shall be deemed fully approved and accepted in all respects.
5. The provisions under points 3 and 4 apply to deliveries carried out directly by VSS using its own vehicles.
   For shipments carried out by third-party couriers outside the VSS organization, the delivery note must be signed “subject to inspection”; otherwise, VSS shall not accept any request for return or reimbursement.
6. Products with variable weight (e.g. fruit, vegetables, meat, cold cuts and cheeses) shall be quoted with indicative weights and measurements.
   The execution of such quotations may result in a variance between the quantity ordered and that actually delivered, with a consequent increase or decrease in weight.
   The actual weight shall be determined at the time of product preparation, as it may vary percentage-wise from what was originally quoted.
7. Customers may indicate, at the time of ordering, a specific department (e.g. Engineering, Deck, Interior, etc.) to which the order should be allocated, so that the monthly statement will list invoices by department.
   If Customers require the purchase order number to appear on the invoice, they must inform the VSS representative handling the order at the time of confirmation.

Article 2 – Prices

1. All prices listed, published or communicated by VSS are non-binding and subject to change at any time without prior notice. In particular, they may be modified to reflect any cost increases imposed by governmental or other authorities, such as duties or import taxes.
   VSS shall notify Customers in advance of any variation exceeding +/- 2% from the original offer.
   Prices are valid for 7 days unless otherwise specified.
   Non-EU products may be subject to exchange rate variations at the time of order.
2. Unless otherwise specified in the accepted quotation, all prices are net of taxes (unless otherwise stated), packaging and transport, and are based on “Ex Works” delivery according to Incoterms 2010 and the exchange rate applicable at that time, unless otherwise indicated.
3. All sales shall be invoiced including taxes, duties and other applicable charges, as well as the costs for completing customs formalities for export/import where applicable.

With regard to VAT, invoicing shall take into account any applicable exemption in accordance with the tax regulations applicable to each Customer.

Article 3 – Payment Terms

1. All payments must be made in the currency indicated on the invoice, within the agreed terms, without any deduction or set-off whatsoever, unless otherwise specified on the invoice.
   Customers may not suspend their payment obligations. Any delay shall result in the recovery of the amount due in accordance with the VSS Credit Application Form (CCAF) provided by VSS.
2. Without prejudice to any legal or contractual rights of VSS, interest on overdue payments shall accrue at 1% per month (12% per annum), and in any case up to the applicable legal threshold rate, from the due date until full payment.
   Customers shall also be responsible for all judicial and extrajudicial collection costs.
3. In the event of non-payment within the agreed term, the Customer shall be deemed in default by operation of law without the need for formal notice.
   The date shown on VSS bank statements shall constitute the effective date of payment.

Article 4 – Quality and Packaging

Goods shall be of high quality and such quality must subsist until delivery at the agreed destination.
Goods shall be delivered with appropriate packaging.
Any specific packaging requirements must be communicated to VSS prior to delivery, and any additional related costs shall be borne by the Customer.

Article 5 – Delivery, Title and Risk

1. Incoterms 2010 and subsequent amendments as published by the International Chamber of Commerce shall apply to all deliveries. In case of conflict between such rules and these conditions, the latter shall prevail.
2. VSS undertakes to deliver promptly but shall not be liable for delays unless caused by gross negligence. VSS shall have the right to make partial deliveries.
3. Customers must inspect the products immediately upon delivery, verifying both quality and quantity. Any claim for damaged goods must be submitted within 48 hours of receipt, supported by documentary and/or photographic evidence.
4. Title to all products supplied shall transfer to the Customer only upon full payment of the sale price.
5. Risk of loss, damage or deterioration of the products, following careful inspection of their integrity, shall pass to the Customer upon delivery.
   VSS shall not be liable for delays or failure to perform due to events beyond its control, including but not limited to strikes, shortages of raw or auxiliary materials, transport issues, supplier failures or product modifications by manufacturers not known or reasonably knowable at the time of quotation or order confirmation.
6. Customers agree and confirm that all their employees shall be deemed authorized to sign delivery receipts issued by VSS, unless otherwise notified in writing.

Article 6 – Packaging

Where it is established in writing that the packaging of the products is or remains the property of VSS or must be returned to its suppliers, Customers must return it at their own expense and risk to the destination indicated by VSS within 6 months, providing appropriate notice of shipment.
Packaging not returned in good condition shall be charged at the supplier’s standard replacement cost.

Article 7 – Health and Safety Risk

1. Customers acknowledge that certain products supplied under any agreement may be hazardous to human health and/or the environment.
   Customers assume full responsibility for ensuring that all persons involved in handling such products are adequately informed of these risks from the time of delivery and are provided with proper instructions for safe handling.
2. By accepting delivery of pyrotechnic materials for commercial and professional use, Customers declare that they are aware of the regulations and restrictions set out in EU Regulation 2019/1148 of the European Parliament and of the Council and confirm that they have been duly informed by VSS at the time of ordering regarding the use or specific uses of explosive precursors.
   Customers further declare that the commercial product stated on the invoice and the substance or mixture contained therein shall be used exclusively for construction, maintenance, safety or signaling equipment relating to the vessel indicated on the invoice, as permitted by the above-mentioned regulations.

Article 8 – Warranty

1. VSS provides no warranties, express or implied, other than those expressly stated herein or mandatorily required by law.
   Customers acknowledge that any other warranties relating to the purchased goods shall be provided by the original manufacturers.
2. In the event that products do not comply with the requested specifications, any return must be authorized by the VSS representative who handled the order and must be sent to the VSS warehouses in Viareggio.

Article 9 – Withdrawal Terms

1. The payment terms established in the order or quotation shall remain fully valid and effective until written and signed cancellation is received by VSS.
2. Any disputes between VSS and Customers shall not affect Customers’ payment obligations relating to previous or pending orders.

Article 10 – Applicable Law and Jurisdiction

1. All agreements to which these General Terms and Conditions apply shall be governed exclusively by Italian law.
2. Any disputes arising from such agreements shall fall under the exclusive jurisdiction of the Court of Lucca, Italy, to the express exclusion of any other court.

Article 11 – Final Clause

1. Any amendment and/or addition to the foregoing clauses shall be valid only if accepted in writing by VSS.

Customers acknowledge and confirm that confirmation by VSS of an order placed through the MYVSS channel shall constitute irrevocable acceptance of the quotation(s) issued by VSS, as well as full acknowledgment and acceptance of all clauses contained in these General Terms and Conditions of Sale published on the website.

Article 12 – Processing of Personal Data

Customer personal data shall be processed in accordance with the privacy policy available at:

https://www.versiliasupplyservice.com/privacy/