The below terms shall apply to all deliveries and orders to the extent that there exists no other agreement in writing and such terms shall be considered accepted when SP’s offer has been accepted. Special conditions on Buyer's part, specified in Buyer's order, shall not be binding on SP SRL unless a written acceptance has been issued to this effect.

Made to order refers to a production process where items are manufactured only after a customer places an order, ensuring that the product meets the specific requirements and preferences of the customer. This approach contrasts with mass production, where items are produced in large quantities in advance of sales.

Quotation. SP SRL shall be freely entitled to call back any quotation until Buyer's acceptance has been received by SP SRL. Quotation shall be cancelled in the event that SP SRL has not received the acceptance not later than 30 days after the date of the quotation unless otherwise specified in the quotation. SP SRL shall be entitled to alter prices and catalogue material without notice. Measurements and technical specifications are intended only as a guide and SP SRL shall assume no responsibility in the event of defects in the above material. All quoted prices shall be exclusive of VAT and of any other expenses.

Order. An order may be placed in writing, via the Internet, by phone but shall not take effect until it has been accepted by SP SRL. SP SRL shall subsequently forward a written confirmation of the order to the customer who shall check the confirmation and immediately notify SP SRL in the event of any disagreements. Otherwise, the information set out on the order confirmation shall apply for this agreement. An annulment can be accepted only by previous agreement and against payment of incurred expenses and profit contribution.

Delivery/Dispatch. Delivery shall take place ex SP’s warehouse address, Via Grotta Parrelle 1, Pompei (NA) Italy, unless otherwise agreed in writing. The dispatch shall take place at Buyer's risk and expense. In the event that SP SRL has received no written instructions as to the nature of the dispatch, SP SRL shall be entitled to choose transportation.

Time of Delivery. SP SRL shall not be held responsible for any delays or obstacles caused by force majeure or other circumstances beyond the company's influence or control, including incomplete information on the part of Buyer. In such cases, the time of delivery can be postponed by a period of time corresponding to the duration of the delivery obstacle. Delivery that is conducted duly in respect of the new postponed time of delivery, shall be considered timely in every respect. SP SRL shall not be held responsible for any consequences resulting from a potential delay, which shall not entitle Buyer to cancel the purchase if delivery takes place within 12 weeks after the agreed time of delivery.

SP SRL shall be entitled to withhold the consignment until payment has been settled in full. If payment is made after the date of payment set forth, an interest charge of 2% shall be added for each month or fraction hereof. Buyer shall not be entitled to withhold payments on account of any counterclaims that have not been accepted by the company. In the event that Buyer does not comply with the dates of payment set forth, SP SRL shall not be obliged to make further deliveries.

The time of delivery is indicated on the quotation.

Property reservation etc. The consignment shall remain the property of SP SRL until payment has been settled in full. In the event that the customer fails to make his payment on time, SP SRL shall be entitled to reclaim the consignment without a judicial decision in accordance with the stipulations to this effect. Every project/proposal and every drawing/technical specification/software right shall remain the property of SP SRL and may not be fully or partially copied, reproduced, published or handed over to a third party without having been previously accepted by SP SRL. Drawings and specifications to be used for installation and commissioning shall remain Buyer's property.

Returned goods. Goods in stock can be returned only upon previous agreement in writing. The repayment sum shall be equal to the invoice sum if a return is necessary owing to SP SRL. In other cases, a return must be made free of charge, and if the goods are received whole and in an undamaged condition, the invoice sum shall be credited minus 30%.

Complaints. Buyer shall be obliged to make an immediate and thorough inspection of the consignment received in order to make sure that the consignment is faultless and in compliance with the order. Any defects that Buyer may discover at this inspection shall be notified to SP SRL immediately or within 8 days in writing if Buyer wishes to be able to make claims for defects. In the event of defects discovered at a later time, Buyer shall notify SP SRL hereof immediately or within 8 days in writing from the time at which the defect has been detected. SP SRL cannot be held liable for defects that are discovered after the end of the guarantee period. If complaints are not timely made or in the event that Buyer discovers defects in the consignment more than 8 days after the reception, that should have been discovered at the before-mentioned inspection, Buyer shall relinquish his right to make claims on the basis of the defect. Any complaints regarding physical defects or the visual look shall be made prior to installation. In the event that a complaint is made duly on account of a defect accepted by SP SRL, SP SRL shall be entitled to make a replacement delivery and Buyer shall not be entitled to claim any compensation. SP SRL shall not be held responsible for transport damages. Complaints deriving from transport damages shall be directed to the transport company who is responsible for the transport.

Warranty. SP SRL uses materials of finest quality in our production process and warrantees that there are no production defects in a period of up to 2 years from delivery. The warranty is limited to redelivery but it does not include installation and does not cover normal wear and tear.

The redelivery per cent describes SP’s allowance in connection with the redelivery. The difference up to the list price in force at the time in question will be invoiced the customer. SP has no obligations or responsibility beyond this, also not when it comes to personal injuries or other direct or indirect injuries. SP’s erection, safety and maintenance guide are to be followed as prescribed in order for the terms of guarantees to be in force. The warranty does not cover injuries resulting from excessive use, abuse, or neglect of the equipment if it has been used in a manner other than as indicated in the Guidelines. The guarantee does not cover injuries caused by unusually large amounts of moister underneath the tiles or turf, this also includes water penetration through the subfloor or other sources, or defects or injuries, which cannot be directly connected with a production defect.

Transport and insurance expenses - associated with the repair or replacement, including potential travel expenses, accommodation expenses etc. and potential expenses related to mounting or dismounting - shall be covered by Buyer. Repairs or replacement shall not cause any liability in terms of losses as a consequence of a delay. As far components purchased by SP SRL are concerned forming part of SP's consignment, SP SRL shall accept responsibility only to the extent corresponding to that of the supplier of SP SRL

Responsibility. SP SRL assumes no responsibility for losses due to operating breakdown, loss of profits or other indirect damages that may be caused by failure in the products supplied, for whatever reason, including design, manufacturing or material defects. SP SRL do not have any responsibility for the improper or illegal use of the products supplied.

Responsibility for damages caused by the delivered products (product liability). SP SRL is responsible for the injury, if it is proved that the damage were caused by errors or omissions by SP SRL or others who SP SRL is responsible for. SP SRL is not liable for any damages to real-estate or movable properties that occur while the goods are in the buyer or his client's possession. SP SRL is not responsible for damage to products manufactured by the buyer or products in which they are contained. The liability of SP SRL is limited EUR 100.000,- per injury case. An injury case is defined to include all damages caused by the same fault or negligence. SP SRL is in no way responsible for losses due to operating breakdown, loss of profits or other indirect losses.

If SP SRL is prescribed any product liability from a third party, the buyer has the obligation to indemnify SP SRL in the same extent as the liability of SP SRL is limited in the present conditions. If a third party makes a claim against any of the parties for compensation under this section, that Party shall immediately notify the other party about the claim.

SP SRL and the buyer shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage allegedly caused by the delivered products.

Disputes / venue. This Agreement shall be governed by and construed under and in accordance with the laws of Italy. Any disputes arising out of the execution or performance of this Agreement shall be brought solely in the Court of Caserta, Italy.

Special conditions. If a court finds that any provision of this Agreement is invalid or unenforceable, it will not affect the validity of the rest of the agreement. SP SRL can let a competent third party carry out its obligations. No other party may assign or transfer any obligations or rights to others.