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Condizioni di vendita



General Terms

for contracts agreed with customers not having registered offices in Italy



Article 1 – Introduction


1.1 The sale of the Products commercialized by RAMOS S.R.L. Company is regulated by these General Terms. Any order sent to RAMOS S.R.L. Company or any acceptance of offer on the part of the latter involves, towards customers, the complete acceptance of these General Terms of sale.

1.2 Any question concerning this Contract which is not expressly or implicitly resolved by the provisions included in the Contract itself (i.e. by these General Terms or by possible specific terms agreed between the contracting Parties) shall be disciplined:

A. by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention, 1980, hereinafter called CISG), or

B. by Italian laws if not resolved by CISG.

1.3 Any reference to delivery terms (such as EXW, FCA, etc.) is deemed to be made to the respective term of Incoterms® 2010 published by the International Chamber of Commerce.

1.4 Any modification to this Contract is valid only if agreed or evidenced in writing. However, it may be precluded to each Party, on the basis of his own conduct, to invoke this provision to the extent that the Counterparty has relied on that conduct.


Article 2 – Characteristics of the Products

Possible specifications concerning the Products and their use – such as weights, dimensions, capacities, prices, colours and other data, printed in catalogues, brochures, circulars, advertising, illustrations or price lists of the Seller – shall be binding for the Parties only to the extent that they are expressly referred to in the Contract.



Article 3 - Prices

3.1 If no price has been agreed, the Seller’s list price in force at the time of subscription of this Contract shall be applied. If a current list price is unavailable, the price generally charged for similar goods at the time of subscription of this Contract shall be applied.

3.2 Unless otherwise agreed, the price does not include VAT, customs duties  and is not subject to price adjustment.

3.3 Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable Incoterm®, or if no Incoterm® is applicable, according to any agreements previously concluded between the contracting Parties.

3.4 Prices do not include transport and insurance charges. Such costs related to specific appointments shall be invoiced separately to the customer on presentation of supporting documents. Any additional work shall be invoiced to the customer.


Article 4 – Payment conditions

If the Parties have agreed on payment in advance without further indications, it shall be assumed that such payment refers to the full price. Unless otherwise agreed, the payment in advance must be credited to the Seller’s account at least 7 days before the agreed date of delivery by means of a bank transfer.


Article 5 – Retention of title

It is agreed that the delivered Products remain the Seller’s property until he has received the complete payment. The reservation of title is extended to the Products sold by the Buyer to third parties and to the prices of such sales, within the maximum limits permitted by the laws of the country of the Buyer which regulate this clause.


Article 6 – Delivery and shipment - Complaints

6.1 Unless otherwise agreed, the supply of goods shall be FCA (Free Carrier) even if it is agreed that the Seller shall take care, in whole or in part, of the shipment.

6.2 In any case, whatever delivery terms agreed between the Parties, risks pass to the Buyer at the latest with the delivery to the first carrier.

6.3 Possible complaints related to packaging, quantity, number or appearance of Products (apparent defects) must be notified to the Seller by registered mail with return receipt, on pain of forfeiture, within 7 days from the date of receipt of Products. Possible complaints concerning defects which are not discoverable by a careful inspection upon receipt (hidden defects) must be notified to the Seller by registered mail with return receipt, on pain of forfeiture, within 7 days from the date of defect discovery and in any case no later than 12 months from the delivery.

6.4 It is agreed that possible complaints or objections will not entitle the Buyer to suspend or delay the payments of the disputed Products, nor least of all the payment of other supplies.


Article 7 – Terms of delivery

7.1 If the Seller expects to be unable to deliver the Products at the agreed date for delivery, he must inform promptly the Buyer in writing, stating an estimated date for delivery if possible. It is agreed that if any delay caused by the Seller exceeds more than 2 weeks, the Buyer will be entitled to rescind the Contract only with reference to the Products whose delivery is delayed, by giving a 10 days’ notice to be communicated in writing (also by fax or email) to the Seller.

7.2 The Seller is not responsible for any delay caused by force majeure (as agreed in Article 9) or by acts or omissions of the Buyer (i.e. when the necessary indications for the supply of the Products are missing).

7.3 If the Seller is responsible for a delay in delivery that exceeds more than 2 weeks, the Buyer is entitled to request, after bringing a default action against the Seller in writing, a compensation for the damage actually suffered up to a maximum amount of 5% of the price of the Products whose delivery has been delayed.

7.4 Except in case of fraud or gross negligence of the Seller, the payment of amounts indicated in Article 7.3 excludes any further compensation for damages due to non-delivery or delay in delivery of the Products.




Article 8 – Warranty for defects

8.1 The Seller undertakes to remedy any defect, lack of quality or non-conformity of the Products for which he is responsible occurring within twelve months from the delivery of the Products, provided that the defect has been promptly notified according to the Article 6.3. The Seller may choose to repair or replace the Products that prove to be defective. The Products replaced or repaired under warranty will be covered by the same warranty for a period of six months starting from the date of replacement or repair.

8.2 The Seller guarantees the conformity of the Products to peculiar specifications or technical characteristics or their suitability for any particular usage only to the extent that such characteristics have been expressly agreed in the Contract or in documents referred for such purpose by the Contract itself.

8.3 Except in case of fraud or gross negligence, the Seller shall take care, in case of any defect, lack of quality or non-conformity of the Products, solely to the repair or replacement of the defective Products. It is agreed that the aforesaid warranty (i.e. the obligation to repair or replace the Products) is in lieu of any warranty or liability required by law and it excludes any other liability of the Seller (either contractual or non-contractual) arising out of the supplied Products (i.e. compensation for damages, loss of profit, recall campaigns, etc.).


Article 9 – Force majeure

9.1 Either Party is entitled to suspend performance of his contractual obligations if such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his will, such as strikes, boycotts, lock-outs, fires, wars (either declared or not), civil wars, riots, revolutions, requisitions, embargos, energy black-outs, delays in delivery of raw materials.

9.2 The Party wishing to make use this clause must immediately notify the other Party in writing the occurrence and the cessation of such force majeure circumstances.

9.3 Should the suspension due to force majeure last more than 6 weeks, either Party is entitled to rescind this Contract by giving a 10 days’ notice to be communicated in writing to the Counterpart.


Article 10 – Jurisdiction Court

The law court of the place where the Seller has his registered office (Naples, Italy) shall have exclusive jurisdiction for any dispute arising from or in connection with this Contract.





Ramos Srl IVA IT07526020636
Via Camillo De Nardis, 49
80127 - Napoli (NA) Italia
+39 081 5609081 - quote@ramos.it
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