GENERAL TERMS AND CONDITIONS

For the purposes of these general terms and conditions of sale (hereinafter also referred to as “GTC”), the following terms shall have the meaning attributed to them below:

“Berti”: Berti Pavimenti Legno Pavimenti Legno S.n.c. di Berti Giancarlo & C. with registered office and operational headquarters in Via Rettilineo, 81 – Villa Del Conte (PD) Italy (Tax Code and VAT No. 00222430282;

“Products”: goods produced, assembled and/or sold by Berti;

“Customer”: any natural person, company, organization or legal entity that purchases the Products;

“Consumer”: the natural person who purchases the Products for purposes unrelated to any business, commercial, artisanal or professional activity;

“Professional”: the natural or legal person who purchases the Products in the course of their business, commercial, artisanal or professional activity, or their intermediary;

“Sale(s)”: each sales contract concluded between Berti and the Customer;

“B2C Sale”: sales contract concluded between Berti and a Consumer;

“B2B Sale”: sales contract concluded between Berti and a Professional;

“Trademarks”: all trademarks owned or licensed by Berti;

“Intellectual Property Rights”: all intellectual and industrial property rights of Berti, including, without limitation, rights relating to: patents for inventions, Trademarks, know-how, technical specifications, data, whether such rights have been registered or not, as well as any application or registration relating to such rights and any other right or form of protection of a similar nature or having equivalent effect.

2.1 All Sales are governed by these GTC, which form an integral and substantial part of every sales contract with the Customer, who declares knowledge of them even if not expressly attached to the Sale. 2.2 In case of conflict between the conditions and terms of these General Terms and Conditions of Sale and the conditions and terms agreed in the individual Sale, the latter shall prevail. Any conditions contrary to or different from these GTC, requested by the Customer, must be expressly agreed upon and signed by Berti. Without Berti’s prior written consent, Berti shall not be bound by the Customer’s general purchase conditions, even if they are referenced or contained in orders or any other documentation from the Customer. The general purchase conditions shall not be binding on Berti even by tacit consent.

2.3 Berti reserves the right to add, modify or eliminate any provision of these GTC, with the understanding that such additions, modifications or deletions shall apply to all Sales concluded from the thirtieth day following the communication of the new conditions.

3.1 Each purchase order proposal for Products will become binding for Berti only when, together with these General Terms and Conditions of Sale, it is signed by Berti for acceptance or when the related performance is actually initiated. If the order proposal, duly signed by the Customer, is sent for acceptance to Berti after the 3rd working day from the date of the offer, Berti will not guarantee the availability of the material present in the proposal and the expected delivery date will be delayed as a result of the delay in acceptance.

3.2 Proposals for goods supply received by Berti Pavimenti Legno, directly or through notification from their agent network, are subject to Berti’s express acceptance. Orders will therefore be considered accepted by Berti only under the terms indicated in the final order confirmation.

3.3 Berti is not bound to accept the order proposal, except in the ways indicated above.

3.4 The order proposal signed by the Customer is considered irrevocable pursuant to Art. 1329 of the Civil Code and subject to express or tacit acceptance by Berti. Order proposals signed by the Customer, therefore, cannot be revoked and/or cancelled by the Customer, except with Berti’s prior written consent. It is understood from now that, in case of unjustified revocation of the order proposal, the Customer will still be required to pay Berti, as compensation, an amount corresponding to 30% of the price of the ordered goods.

3.5 If the Customer signs the order proposal in the name or on behalf of others, the signatory commits jointly and severally with the actual Customer to fulfill what is agreed in the proposal itself by signing the order.

3.6 The quantities requested by the Customer are always considered indicative and are subject to upward rounding if the indicated measure does not correspond to a multiple of the whole (Regarding the quantity of material requested, in the order confirmation, the quantity will therefore be rounded up to the whole package).

3.7 Any commitment by Berti is understood to be undertaken except for impediments due to force majeure: these are considered, by way of example and not limitation, lack of electricity, road and railway interruptions, wars, fires, strikes, riots, pandemics, raw material shortages, delays and/or negligence by suppliers, etc. In the event of force majeure, Berti has the right to either terminate the order or perform the service as soon as possible after agreement with the Customer, if the latter is still interested in the Sale.

4.1 The delivery terms indicated in the purchase order are considered indicative and not binding for Berti, which, therefore, will not incur any liability in case of shipment of goods beyond the term provided therein. Material ordered and not collected by the Customer may be stored in stock for a maximum period of 30 days from the notice of ready goods. If within and no later than 30 days from the delivery date indicated in the order the material is not collected, Berti, without prejudice to the right to invoice the goods in advance, may allocate the ordered goods to others without notice, with subsequent evaluation of new delivery terms and with variation of prices in force at the time of production. In any case, the Customer remains liable for storage costs and/or any other different charge deriving to Berti for the storage of material in its warehouse.

4.2 The goods, even if delivered “carriage paid”, travel at the Customer’s risk and peril, and this also applies in cases where the transport service is organized and carried out by Berti. The exceptions provided by Art. 63 of the Consumer Code in case of B2C Sales and those provided by Incoterms 2020 chosen in case of international Sales remain valid. In case of loss, damage and/or delay in the delivery of goods, the Customer must request any compensation for damages exclusively from the freight forwarder/carrier, with no claims possible against Berti. Upon delivery by the freight forwarder/carrier and in the presence of the carrier, the Customer must verify the received goods, checking the integrity of the packaging and material, as well as the type and quantities of products received. In case of non-conformity, the Customer must write the issues found on the transport document and sign with the handwritten statement “Subject to Inspection”. Otherwise, no claims in this regard will be accepted.

5.1 The dimensions of the elements that make up the Products, even if specified in the order confirmation, are to be considered indicative. Berti reserves the right to make technical changes and modifications to the product, even after order confirmation, that may become necessary and/or appropriate. 5.2 Since wood is a natural material, the samples produced are purely indicative and not binding and are only valid as a general indication and not as an attribution of absolute identity and tone of the final product, which may show differences in grain, color and dimensions that do not constitute defects. Also, any differences in color tone between different elements (e.g.: flooring – profiles – steps), as well as tone differences possibly present in products supplied to complete already started supplies, do not constitute contestable defects, even in the presence of an indicative sample piece. Each wood species presents different characteristics regarding hardness, light refraction, shrinkage, nervousness and absorption of surface finishing substances (varnishes, oils, waxes, etc.), therefore all floors, while maintaining general basic characteristics, are unique and cannot be compared to others. Samples or photographic reproductions are therefore to be understood as indicative and not binding. Furthermore, at the time of supply, the flooring may be clearly different from the samples as, once exposed to light, wood generally tends to darken and become uniform. Tropical woods are particularly subject to chromatic alterations towards darker tones. When exposed to light, Iroko and Doussie are the woods that can most accentuate unpredictable chromatic differences, even marked ones, between individual flooring elements that were originally similar to each other. At the time of installation, Teak presents color variations (tending to yellowish-green and brown) present in its natural state which, after exposure to light, tend to attenuate over time and become uniform in medium-light tones. Wood species, mainly Iroko, Doussie, Merbau, Panga-Panga, Wenge, may contain mineral concretions with colors ranging from white to lemon yellow. Wood species American Cherry, Canadian Maple may present spots tending to dark color tones, due to resin pockets, and these are to be understood as characteristics of the wood species. AMERICAN WALNUT Flamed, knotted, with presence of toned sapwood. ITALIAN WALNUT Strong tone variations and streaks with presence of knots and small knots. In oak and beech wood, some elements may present more glossy streaks called “mirrors”. Wood species have different hardness characteristics and can suffer dents from impacts or falling objects, from the application of concentrated loads on small surfaces such as stiletto heels, work ladders, etc. Small objects such as nails or pebbles present under shoe soles. Any surface varnishing provides protective action but does not prevent what is described above. Surface treatment (varnishing) provides protective action but does not prevent what is described above. The phenomena described are part of the very nature of flooring and therefore cannot be considered defects.

6.1 The installation of Products must be carried out according to what is indicated in the technical and installation manuals provided by Berti. If such indications and prescriptions cannot be respected due to construction site requirements and/or needs and requests unrelated to Berti, it will be the installer’s decision whether and how to proceed, guaranteeing proper execution. In any case, Berti cannot be held responsible for any issues related to installation and/or defects shown in the purchased goods, emerging following non-compliant installation and in violation of the indicated prescriptions, nor in case of use of Products for purposes and/or contexts different from those indicated in the provided technical manuals.

6.2 By signing these GTC, therefore, the Customer expressly declares to have received and carefully reviewed the product sheets, technical installation manuals, cleaning and maintenance technical manuals of the material sold by Berti and to be fully aware and conscious of the content of the reviewed documents, the natural characteristics of the purchased goods, its possible natural modifications due to, by way of example but not limited to, atmospheric events, natural events, external agents (i.e. cleaning products and/or similar NOT expressly indicated by Berti).

6.3 The use of Products by the Customer constitutes their acknowledgment of their correspondence to those agreed upon and their suitability for their intended use, as well as waiver of any dispute or exception.

6.4 If any defects become evident during installation, the Customer must immediately suspend it, simultaneously informing BERTI, under penalty of forfeiture of all warranty rights, as indicated below.

7.1 Prices, unless otherwise specifically indicated, are to be understood as Ex Works Berti, relate to goods only and do not include VAT or taxes, duties, levies of any kind and nature which are at the Customer’s expense.

7.2 The validity and finality of prices is conditioned by possible variations in raw material costs, freight, transport, port tariffs, labor, as well as currency exchange rates. Any variation in these components will give the right to revise the prices indicated in the order proposal, in proportion to the extent of the impact of said increases.

7.3 The Customer however has the right to withdraw from the purchase in case such revision exceeds 10% of the initially agreed price and with their waiver of any claim for damages or other against Berti

8.1 Place of payment is always Berti’s domicile, even if collection is agreed upon or made by means of bills or drafts.

8.2 Settlements and collections made by agents, or extensions and allowances granted by them will not be valid without Berti’s confirmation or ratification.

8.3 Payments must be made with strict observance of the terms and methods established in the Sale. They cannot be suspended or delayed, even partially, for any title or complaint, under penalty, among other things, of the buyer’s forfeiture of any possible reason.

8.4 Berti reserves the right not to proceed with replacements of defective or non-conforming material for Customers with overdue and unpaid debt positions, even if referring to other supplies.

8.5 Non-punctual payment by the Customer will result in immediate suspension of ongoing shipments due to fact attributable to the Customer.

8.6 Berti reserves the right to refuse payments by checks or bills of exchange, it being understood from now that, in case of acceptance, they will be considered accepted “solvendi causa“, with any bank costs or stamp duties charged to the Customer.

8.7 In case of delayed payment, the Customer will be charged the default interest rate provided by Art. 5 of Legislative Decree no. 231/02 in force at the time of default.

8.8 in case of installment payment, at the first missed or delayed payment of even a single installment agreed in the contract, the Customer will automatically forfeit the benefit of the term pursuant to Art. 1186 of the Civil Code and Berti may act alternatively at its sole discretion either for the entire remaining difference or for the immediate and contextual termination of the contract.

8.9 Under no circumstances may the Customer suspend or delay payment pursuant to Art. 1462 of the Civil Code.

9.1 If the sale of goods involves deferred payment, the sale itself is made, pursuant to Art.1523 of the Civil Code, with retention of title in favor of Berti, until full payment of the agreed price, including legal accessories. From the delivery date, the risks, dangers and consequences arising from any damage, theft, fire, fortuitous events or force majeure, damage to persons or things are at the Customer’s expense, and the Customer, despite their occurrence, must respect all obligations and payment methods agreed upon.

10.1 The Customer acknowledges that the “Berti” trademark, as well as any other trademark, name, distinctive sign, model, design, technical content, documentation, and informational material related to the Products, are the exclusive property of Berti or third parties who have granted their use under license.
No rights of use, license, or additional powers are transferred to the Customer, except as strictly necessary for the use of the Products according to the contract.

10.2 The Customer is strictly prohibited from using, reproducing, registering, filing, or exploiting in any form, even indirectly, trademarks, distinctive signs, models, designs, technical content, or information related to the Products, for purposes not directly connected to their supply or without prior written authorization from Berti.
The Customer also agrees not to delete, alter, cover, or conceal trademarks, logos, labels, seals, or other distinctive signs placed on the Products.

10.3 Without prior written authorization from Berti, the Customer agrees not to:
– remove, replace, modify or obscure the original packaging of the Products, including boxes, cartons, pallets, labels, codes, seals and any other identifying elements;
– perform any repackaging, reconditioning, repackaging or application of brands, logos, indications or distinctive signs different from those originally affixed by Berti or the third-party manufacturer;
– market the Products in anonymous, neutral packaging, or with unauthorized third-party trademarks.
The Customer assumes full civil, legal, fiscal, customs and commercial responsibility arising from the violation of this article and agrees to indemnify and hold Berti harmless from any consequences, damages, or third-party claims.

10.4 The sale, promotion, or distribution of Products under a trademark different from the original one is prohibited, unless with written authorization from Berti.
The Customer also agrees not to engage in practices that may create confusion about the actual origin, manufacture, or source of the Products, including but not limited to trademark replacement during export or unauthorized rebranding.

10.5 The Customer agrees not to:
– register or attempt to register, in any country, trademarks identical or similar to “Berti” or any trademark belonging to the company;
– register domain names, URLs, or web addresses containing the name “Berti” or similar signs (e.g., bertiparquet, bertiflooring, bertiwood, etc.);
– create or manage profiles, pages, social accounts, e-commerce channels, or digital content using the Berti trademark or elements that could be confused with it;
– use the Berti trademark or related material in advertising campaigns, catalogs, trade shows, showrooms, or promotions without authorization.
Any registration or use made in violation of this article will be automatically considered as made on behalf of Berti and must be transferred upon first simple request, without right to any compensation, subject to compensation for damages.

10.6 The violation, even partial, of the provisions of this article will result in:
– Berti’s right to terminate the contract with immediate effect;
– the Customer’s obligation to immediately cease any unlawful use;
– full compensation for material and non-material damages suffered by Berti, including damage to image, loss of customers, and legal costs;
– Berti’s right to take legal action in any jurisdiction where the violation has occurred or produces effects.

11.1 Products supplied by Berti are guaranteed within normal tolerances and against any defects in materials and workmanship, within the limits of the technical specifications provided by Berti (available on the website www.berti.net) and under normal conditions of use. In particular, without limiting the generality of the foregoing, the warranty does not extend to defects related to moisture content, quantity, color and shade, or caused by incorrect storage, installation, and maintenance of products or interventions by third parties not authorized by Berti. No claims will be accepted for color contrast, typical mirror patterns of oak wood, and also for the appearance of silica which is part of the natural wood characteristics, nor for the product characteristics referred to in Article 4 above. Berti’s compensation and/or indemnification obligations cannot exceed those concerning the replacement of material recognized as defective.

11.2 The warranty, in the case of B2B sales, will be governed by articles 1490 and following of the civil code and will be valid for 12 months from delivery, regardless of the installation date. The Professional must, under penalty of forfeiture, examine the individual lots at the time of delivery, simultaneously reporting to the carrier any discrepancies in weight and/or quantity of the products, and communicate in writing (via PEC and/or registered letter with return receipt) to Berti within the following 8 days any defects found, precisely identifying the defective lot, the relevant delivery date, and the nature of the defect. The use of the material (including its installation) by the Professional constitutes implicit recognition that it is free from defects and a waiver of any complaint. In any case, the Professional must keep the disputed products available to Berti for a reasonable time, in order to proceed with the necessary checks. Berti’s warranty obligations are in any case limited to the free replacement, within normal technical times, of the products recognized as defective, with any further warranty or indemnity, both legal and conventional, being expressly excluded. Complaints and/or disputes will not give the Customer any right to suspend or delay payments while the warranty does not apply if the Customer is not in compliance with payments or if the same has used the products improperly or has not followed the technical and/or use and maintenance specifications of Berti, as well as in all cases of damage resulting from fault or negligence.

11.3 The warranty, in the case of B2C sales, will be governed by the provisions of articles 128 and following, 133, 135 quater, and 135 quinquies of the current Consumer Code (Legislative Decree 6.9.2005, no. 206 – Consumer Code), with express ineffectiveness, therefore, towards the Consumer of any exclusion or limitation clauses of the warranty possibly present in these GTC, as they are incompatible.

12.1 Except for the case of goods with objectively ascertained and recognized defects, Berti will not accept returns of material for any reason or title.

13.1 With the conclusion of the Sale, the Customer, pursuant to EU Regulation 679/16 GDPR, gives their free, informed, specific, and unconditional consent to the processing of their data by Berti for what is necessary for the fulfillment of the submitted order, the sending of advertising material, the conduct of market research, the performance of promotional activities or debt collection, and the sharing of payment experiences. The data controller is: Berti Pavimenti Legno Pavimenti Legno S.n.c. di Berti Giancarlo & C. with registered and operational headquarters at Via Rettilineo, 81 – Villa Del Conte (PD) Italy (Tax Code and VAT No. 00222430282.

14.1 The validity of these General Conditions of Sale will not be affected by the ineffectiveness of individual provisions.

14.2 All sales contracts of Products by Berti will be unconditionally governed by Italian law, even if the Customer does not have a registered office, domicile, or representation in Italy.

14.3 Any changes to these general conditions as well as to the good maintenance and cleaning standards of the product may only be made by Berti and will be deemed known and approved by the Customer if brought to their attention, even only by publication on Berti’s website www.berti.net.

15.1 Any dispute arising from or related to this contractual relationship will be submitted to the Italian judicial authority – even if the Customer does not have a registered office, domicile, or representation in Italy – and the Court of Padua will have exclusive jurisdiction. The mandatory jurisdiction of the so-called “Consumer Court” remains in the case of B2C Sales.