GENERAL CONDITIONS OF SALE

1.1) The following General Conditions of Sale shall regulate all goods sales contracts entered into with Tutor International Srl, even when orders are taken verbally, on the phone, via fax, e-mail or post.
Our verbal quotes are only given as a rough guideline and are not binding. For execution of the same, only written offers, orders and confirmation are valid.
1.2) These general sales conditions shall regulate all relationships between Tutor International Srl and the Customer when not explicitly superseded by conditions agreed beforehand in writing.
1.3) Unless otherwise agreed upon in writing, our prices shall be understood to mean goods delivered ex-works (our warehouse), with standard packaging where provided for.
1.4) All marks, informative material, texts, images and photos published on our website or sent to our customers remain the exclusive intellectual property of Tutor Intenational Srl and are protected by copyright, unless otherwise indicated. Any change, reproduction, distribution or publication of such material must be authorized, upon written notice, by Tutor International Srl.
1.5) Any product proposal (also online) shall be subject to the requirement to indicate its commercial name and the name of the manufacturer (Tutor International Srl).
1.6) All illustrations in catalogues and brochures, technical specifications, measurements or quantities indicated in the catalogues, website, offers, quotes, pro-forma invoices and order confirmations are purely approximate in nature. Tutor International srl reserves the right to make all modifications considered necessary for the technical development of its products with prompt notice to the distributor.
1.7) Any change as mentioned in 1.6 shall not involve products that have been already ordered or quotes during their validity period (30 days).

2.1) Tutor International Srl undertakes to send quotes for the products requested by the customer. The customer can accept the quote by signing it or by signing another official commercial document, such as order confirmation or proforma invoice.
2.2) The order made by customer is not accepted until the receipt of written confirmation from Tutor International. Invoice issuing or order execution by Tutor International are to be considered as acceptance.
2.3) Once order confirmations and/or proforma invoices have been signed by the customer, they cannot be cancelled in whole or in part without prior agreement from Tutor International Srl. In the case of unjustified cancellation by the customer, Tutor International srl reserves the right to request reimbursement for relative costs borne.
2.4) The quantities for any order shall be those given on the order confirmation or pro-forma invoice supplied by Tutor International srl.
2.5) Offers, quotes and pro-forma invoices from Tutor International Srl are valid and effective for a period of 30 (thirty) days from their issue; if they are not returned signed before this period has elapsed, they shall cease to be valid, except when otherwise specified.

3.1) The term “Distributor” or “Reseller” defines any customer buying products from Tutor International Srl with the purpose of reselling and/or distributing them in one or more countries. Unless otherwise agreed in written form, such relationship shall be regulated as follows.
3.2) Such supplies, unless otherwise indicated in written form, are not be indicated as exclusive; Tutor International Srl reserves the right to supply the same products to other customers distributing and/or reselling them in the same country or group of countries of the buying Distributor/Reseller.
3.3) The eventual online sale of products of Tutor International Srl must be previously authorized in written form by Tutor International Srl. It is prohibited to sell products of Tutor International Srl without a written authorization. Tutor International Srl reserves the right to pursue legal action in the case the customer acts contrary to what stated above.
3.4) The concession for using products, systems, images, photos or texts present on the website and in the pricelist of Tutor International Srl must be requested in written form (email). Tutor International undertakes to reply within ten working days from the receipt of the request. Any request to use the informative material of Tutor International shall also indicate the website (company website, marketplaces, portals, etc.) where such material will be published. Images, photos, texts and other informative material shall be used only for the purposes set by Tutor International and following its modalities.
3.5) It is, in any case, prohibited to modify or manipulate any image, photo, text or any other informative material of Tutor International Srl, unless otherwise agreed in written form. 3.6) The concession for such use is non-transferable and non-exclusive.
3.7) Prices proposed online must correspond to those in the official pricelist of Tutor International Srl and shall indicate “excluding VAT” or “including VAT”.
3.8) Tutor International Srl shall be presented as partner on the official website of the customer.
3.9) In the case it is requested to deliver the products directly to the final customer, Tutor International reserves to act accordingly, applying an additional cost of 35 euro for each shipping document.
3.10) Minimum orders are always indicated in the pricelist. Customers that have not respected minimum order quantities shall not be authorized to sale online the products of Tutor International.
3.11) Tutor International Srl undertakes not to propose and sell online the same products in the same packagings at conditions different from those mentioned above,
3.12) The conditions described above refer to the Tutor International pricelist. For the other brands (Regina Naturae, Garden Vision), it is required to obtain a specific authorization from Tutor International Srl.
3.13) The present agreement and supply shall not entail to any rights or claims different from those stated in written form and agreed by both parties.

4.1) Any agreement or addition to our order confirmation must be received in writing or shall be invalid.
4.2) If acceptance should lead to a change in the order, this modification must be given in writing and accepted by both parties; in any case, modifications shall be considered to have been definitively accepted by both parties if disagreement is not issued in writing within five days of receipt of the confirmation.

5.1) Unless otherwise requested by the customer, Tutor International s.r.l. will use, at its discretion, the type of packaging it considers more appropriate.
5.2) Standard packaging is indicated in the price list, and this is usually included in the product price; no packaging is provided if it is not indicated in the order confirmation; different packaging shall be charged at cost and returns shall not be accepted.

6.1) Shipping of goods is always at the buyer’s risk, even if they are shipped carriage paid within the Italian territory.
6.2) Delivery of goods outside Italy shall be strictly regulated by the INCOTERM (Incoterms® 2020) chosen and accepted by both parties at the time of the order. INCOTERM as term of delivery shall always be indicated in quotes, order confirmations and/or proforma invoices. If the INCOTERM does not include any insurance coverage, shipping of goods is at the buyer’s risk.
6.3) If the freight operator designated by the buyer should not accept the goods even due to momentary impossibility or any other reason of their responsibility, the delivery shall be considered made simply due to the fact that it had been offered to the carrier. In this case, following the offer of delivery, the goods shall remain at the buyer’s disposition in the seller’s warehouse, at the buyer’s risk.
6.4) Any delay in delivery of the goods shall not authorize the buyer to delay payments, which shall remain regulated by this contract.
6.5) Tutor International srl’s commitment, also as regards delivery terms, shall not apply under unforeseeable circumstances or force majeure which impede fulfillment or delay the punctual execution of said commitment, as well as, although they may not constitute unforeseeable circumstances or force majeure, mobilizations, requisitioning or blocking of the seller’s materials or industrial products, breakage of their plant equipment and suspension of work due to power outages, fires and floods, hindrance or delay in transports carrying raw or processed materials, delivery delays from our suppliers, raw materials shortages, labour disputes and any other event or difficulty (i.e. mould fault and similar) which impacts regular production.
6.6) Delivery terms shall run from the date of the order confirmation, unless agreed otherwise.
Whenever the information necessary to carry out the order is not supplied completely, the terms shall run from the day that precise information is received.
6.7) In case of banking payment in advance, delivery terms shall run from the date of payment receipt.
6.8) In no case shall delay, excepting willful misconduct or gross negligence, give the customer rights to termination or damages.

7.1) Claims regarding the quantity and quality of the goods must be made via recorded delivery or via email within fourteen working days of goods receipt in order to be valid.
7.2) Tutor International srl technical assistance department must be notified of claims concerning nonconformity or defectiveness of merchandise within 15 days of discovery of the nonconformity or defect.
7.3) The customer may not bring action or claims against Tutor International srl unless all due payments have been received.
7.4) Invoices not disputed by written notice within fourteen working days of their receipt shall be considered definitively and wholly accepted.

8.1) Tutor International s.r.l. products are tested for conformity by batch sampling of the standard original product before delivery; any further certification, inspection or test requested by the customer shall be entirely at their expense.

9.1) Tutor International srl guarantees its products only if stored and used according to the instructions given in the general technical documentation and the manuals supplied with them, which shall always be considered delivered unless written notification to the contrary is received from the customer within eight days of the product being delivered.
9.2) The guarantee shall have a validity period of 24 months from the date of delivery to the end user and 12 months from delivery to the reseller; in any case, the guarantee shall last no longer than 30 months from the initial invoice date.
9.3) Normal wear is excluded from the guarantee, as well as product faults due to incorrect use, lack of ordinary maintenance or negligence on the user’s part.
9.4) Any damage deriving directly or indirectly from incorrect installation or by third parties, whether voluntary or involuntary, is also excluded.
9.5) Biodegradable materials are guaranteed from the moment when the products are received by the customers and for the whole storage period, when stored in a dry and appropriate environment. The guarantee ceases to apply when the biodegradable products are installed on site.

10.1) Returns shall not be accepted unless agreed beforehand by Tutor International s.r.l. and authorized in writing by the same.
10.2) Merchandise must be returned carriage paid to the warehouse in Italy specified by Tutor International s.r.l.; all costs and risks shall be borne by the customer. Goods returned freight collect shall not be accepted.
10.3) In case of defects with the goods, the maximum amount of the refund shall not exceed the value of the supplied goods.

11.1) Tutor International s.r.l. assumes no responsibility for damages deriving from improper use of or accidents when using the products sold. For correct use of our products, customers must always refer to the installation and use instructions supplied with the products and/or published on our website (www.devtoweb.it/tutorinternational).
11.2) The customer agrees they shall not use the materials purchased for purposes other than those for which they are designed and manufactured and that they shall not modify the form, structure or composition of the same, under penalty of the immediate forfeiture of any and all warranties, and request for reimbursement for any damage to the product or company image deriving from this.
11.3) In case of claims related to non-conformity of the goods (regarding quantity and quality), Tutor International s.r.l. shall refund the customer for the amount of the goods value.

12.1) Merchandise shall remain property of Tutor International srl and may be reclaimed wherever it is located, pursuant to art. 1523 et seq. of the Italian Civil Code, until the final payment has been made on the goods, including any duties and surcharges and any other payment agreed on.
12.2) During the period defined above, the customer shall assume the obligations and responsibilities of guardian of the supplied goods. Upon return, or following reclamation, Tutor International srl shall assess the general conditions and state of the merchandise, reserving any and all rights to compensation for any damage.

13.1) Payment, unless otherwise agreed in writing, must be made according to the terms agreed and given on our order confirmation or pro-forma invoice.
13.2) Payments made with incorrect details (company name and address) shall be considered not to have been made. Sending of payments, by whatever means, shall always be at the buyer’s risk.
13.3) Whenever payment should not be made within the agreed terms, Tutor International s.r.l. reserves the right to suspend any supply in progress and/or cancel any confirmed orders.
13.4) Even after acceptance of the contract, and up until the purchaser has taken possession of the material, we reserve the right to request full payment in advance, and if this is not provided, to cancel the contract, whenever we should become aware of any fact or news which places the customer’s solvency in doubt or otherwise justifies such a request.
13.5) Once the final payment term has expired, and payment has not been received in full, late-payment interest at the rate as referred to Article 5, n°231, of the Legislative Decree 09/10/2002, shall be applied.
13.6) Advance payments made by the customer shall be considered non-interest bearing advances and do not constitute a deposit; in the case of default by the customer, Tutor International s.r.l. reserves the right to withhold any payments made, without prejudice to any rights to claim further damages.
13.7) The customer shall not make payments with existing credits or debits with Tutor International s.r.l., unless expressly authorized in writing.

14.1) Whenever a payment plan should not be respected even by one agreed installment being missed, the acceleration clause shall apply and Tutor International srl shall have the right to request payment of the entire remaining unpaid amount by making a request to the relevant authority.

15.1) In the case of different interpretations on the performance of the supply contract and disputes concerning faults and/or defects in the goods, with the exception of failure to repay credit, for which Tutor International srl will seek legal injunction, the parties commit to assigning any disputes to a board of three arbitrators, who will make their decision in accordance with the law and apply the procedural rules of the Italian Civil Procedures Code on arbitration.
15.2) The composition of the Board of Arbitrators and the performance of the procedure will follow the methods laid out by the Reggio Emilia Chamber of Arbitration regulations.
15.3) The place of arbitration shall be Reggio Emilia, Italy.

16.1) This agreement is made under the provisions of the Italian Civil Code and other Italian laws.
16.2) The Court of Reggio Emilia shall have sole jurisdiction over any legal disputes arising from its application and/or interpretation.

17.1) Any departure from the General Conditions of Sale given above which should be agreed upon between the two parties must be made in writing and shall be strictly limited to that specifically agreed on, and shall never imply novation of the remaining general conditions, which shall remain unchanged unless a specific change in their terms has been agreed on.
17.2) The contracting parties agree that the General Conditions of Sale given above shall regulate all future orders unless other agreements are made between the two parties.