Termini e condizioni

1. Application

These General Sales Conditions shall be applicable between Highsociety Studio (hereinafter ‘Highsociety Studio’) and Purchaser, unless otherwise agreed by written agreement between the Parties. These General Sales Conditions form a part of the agreement. By placing an order the Purchaser approves these General Sales Conditions in present and future business relationship between Highsociety Studio and Purchaser. Amendments to the sales conditions shall be made in writing when applying these General Sales Conditions. The agreement and its appendices, Highsociety Studio’s offer and these General Sales Conditions shall prevail over any conflicting provisions in Purchaser’s orders, confirmations, forms and any other documents. Term ‘in writing’ shall mean a document having been signed by both Parties or a document having been sent as a letter, facsimile, an e-mail or another such a mean.

2. Offer

Offer shall be valid for a period as stated therein. Unless otherwise stated, the offer shall be valid for thirty (30) days from the date of the offer. Highsociety Studio is entitled to amend the price and the delivery time of the offer should conditions not attributable to Highsociety Studio so warrant.

3. Order & Agreement

Orders placed in accordance with the offer within the validity of the offer shall be considered as an agreement between Highsociety Studio and the Purchaser. Highsociety Studio shall send a confirmation of order to the Purchaser upon request. Highsociety Studio shall not be liable for any incorrect delivery made according to an oral order, unless the Purchaser has confirmed the order in writing either prior to the delivery or prior to the commencement of the production.

4. Terms of Delivery, Passing of Risk

Delivery terms shall be interpreted according to the current ”Incoterms” at the time when the order was placed. Unless otherwise agreed, the delivery shall be FCA delivering Highsociety Studio company (Incoterms 2010) and according to the instructions given by the Purchaser. The products are delivered in appropriate packages. However, should the products require special packing, the Purchaser will be separately charged for.

5. Delivery Time and Delay

Should Highsociety Studio discover that the contractual delivery time cannot be adhered to, Highsociety Studio shall inform the Purchaser without a delay. If the delay is not due to force majeure and the delay causes considerable disadvantages to the Purchaser, the Purchaser is entitled to cancel the order or part of it provided that the delivery will be delayed more than four (4) weeks. Unless otherwise agreed, Highsociety Studio shall not be liable to pay penalty, indemnifications or liquidated damages in case of delay, nor shall Highsociety Studio be held responsible for any indirect or consequential damages caused to the Purchaser (see article 12).

6. Force Majeure

The following shall be considered as force majeure: industrial disputes, strikes, lock-outs, riots, mobs, fires, floods, wars, embargo, currency restrictions or any other circumstances beyond the control of the Parties. The Party wishing to claim relief by force majeure shall notify the other Party without a delay upon the intervention and the cessation of it.

7. Prices

Prices offered do not include value added tax, or value added tax is added separately. Value added tax shall be added, when necessary, to the final amount of the invoice on prevailing rate at the date of the invoice. Highsociety Studio reserves the right to adjust prices in case of changes in production costs not attributable to Highsociety Studio, such as major changes in prices of raw materials or in exchange rates and the like.

Highsociety Studio shall inform the Purchaser of general changes in prices of more than 15%, not less than fourteen (14) days prior to the amendment. In case the Purchaser does not approve the change of more than 15% he is entitled to cancel the order within seven (7) days after having received the information of the change in price.

8. Payment Terms and Ownership of Products

Payment shall be made according to the conditions set out in the offer. The time of payment shall be fourteen (14) days net from the date of the invoice, unless otherwise agreed. The products shall remain the property of Highsociety Studio until they have been paid to Highsociety Studio in full with possible interest for delay.

The retention of title shall not affect passing of the risk under clause 4. The Purchaser shall not resell, pledge, use, install, convert or process the products in any way before they have been paid in full. A breach of this condition shall entitle Highsociety Studio to cancel all orders and terminate the business relationship with the Purchaser with immediate effect. Should the Purchaser fail to fulfill his liability to pay within the time of payment Highsociety Studio shall be entitled to suspend further deliveries without prior notice.

9. Finishes and Materials

All efforts have been made to accurately represent the finishes and colours of products. Slight variances can sometimes occur between the photographed and printed material representation and the actual product.

10. Prepayment as a Condition of Delivery

Highsociety Studio shall have the right, at its sole discretion, to demand a prepayment as a precondition of a delivery or continuation of an ongoing delivery. In case of overdue payment interest shall be collected for each delayed day according to the current interest rate that is generally leading at that time.

11. Warranty and Defects

Products have a 1-year warranty on manufacturer’s defects. Highsociety Studio warrants that its products will be free from defects in material and workmanship under normal use and service for one year after date of purchase, whether it be wholesale to dealer or direct sales from Highsociety Studio to customer. Highsociety Studio reserves the right, before having any obligation under this limited warranty, to inspect the damaged product, and all costs of shipping for inspection shall be borne solely by the purchaser. In order to recover under this limited warranty, purchaser must make claim to Highsociety Studio within eight (8) days of occurrence. Should the returned products be found to be faulty, Highsociety Studio shall deliver the repaired and replaced products to the original destination at its own cost and shall reimburse the Purchaser for return delivery costs incurred.

Highsociety Studio shall not be held responsible for damages caused by faulty installation or faulty maintenance performed by the Purchaser without the prior written consent of Highsociety Studio. Furthermore, Highsociety Studio shall not be held responsible for any faulty repairs made by the Purchaser or damages due to use in inappropriate conditions or damages resulting from normal wear and tear.

Highsociety Studio at its option, shall repair or replace the defective unit covered by the warranty. In order to keep this limited warranty in effect, the product must have been correctly used in conditions the product is intended for.

12. Copyright

Highsociety Studio holds title to the copyright of the work covered by the agreement between Highsociety Studio and the Purchaser. Any drawings, samples, technical specifications and other knowhow and any other similar industrial rights shall not be used, expressed, copied, imitated, solicited, communicated or otherwise made available to a third party, without expressed written consent.

Concerning products manufactured according to Highsociety Studio’s specifications the title to all technical documentation relating to manufacture, testing and use of the products and industrial rights thereto shall remain vested in Highsociety Studio. Purchaser shall not without a written consent by Highsociety Studio express or use any information protected by such industrial rights with a third party. Furthermore, Highsociety Studio shall be entitled to claim compensation from the Purchaser in case of damage caused to Highsociety Studio due to an offense against such restriction. In case a third party initiates proceedings against Highsociety Studio in relation to a breach of such industrial rights the Purchaser shall be liable for the costs and damages thereof. Furthermore, the Purchaser shall in addition be liable to Highsociety Studio for any payments and additional charges upon a written request by Highsociety Studio.

13. Liability Limitation

Highsociety Studio shall not be liable for damages caused by faulty installation or faulty maintenance unless Highsociety Studio itself has made the faulty installation or the faulty maintenance. Highsociety Studio shall not be liable for damages caused by inappropriate use of the product. Highsociety Studio shall not be liable for any indirect or consequential damages and economical losses, such as lost profit. In addition, the limitations of guarantee conditions of a product shall be applied.

14. Cancellation of the Agreement

In case the other Party is in an essential breach of terms of the agreement or these General Sales Conditions Parties shall have a right to cancel the agreement in writing. In case of bankruptcy, insolvency, dissolution, liquidation or filing a petition for any of the foregoing or any similar arrangement involving the Purchaser constituting reasonable doubt that the Purchaser fails to fulfill its obligations arising out of the agreement Highsociety Studio shall have the right to cancel the agreement. Highsociety Studio shall have a right to cancel the agreement upon technical or production related circumstances causing it impossible to uphold the agreement.

15. Arbitration

This Agreement shall be governed by Italian law. Any dispute shall be finally settled by arbitration in the courts of the city of Bolzano, Italy.