GENERAL TERMS AND CONDITIONS OF CONTRACT

1. DEFINITIONS

For the interpretation of these General Terms and Conditions of Contract, the following terms shall be understood as follows:

• Seller: AFG Media Company S.r.l., with registered office in Italy, Via di Quarto Annunziata 130, 00189 Rome.
• Customer: the Buyer/Client of the Product.
• Contracting Parties: the Seller and the Customer.
• Product: the goods requested and ordered by the Customer and supplied to them by the Seller.
• Order: the request by which the Customer communicates to the Seller their intention to purchase the Products.
• Order Confirmation: the document by which the Seller declares acceptance of the purchase Order submitted by the Customer.
• General Terms and Conditions of Contract: these provisions.

 

 

2. GENERAL PROVISIONS

2.1 The terms and conditions set forth below (“General Terms and Conditions of Contract”), which the Customer fully accepts, form an integral part of the individual contracts concluded between the Seller and the Customer for the supply of the Seller’s products (the “Products”).

2.2 The General Terms and Conditions of Contract apply to all transactions between the Seller and the Customer without the need for an explicit reference to them or a specific agreement in this regard at the conclusion of each individual transaction. Any differing condition or term shall only apply if confirmed in writing by the Seller.

2.3 The Seller reserves the right to modify, supplement, or amend the General Terms and Conditions of Contract, notifying such changes in writing to the Customer.

2.4 The General Terms and Conditions of Contract shall be supplemented by the provisions of the Civil Code and Legislative Decree no. 206/2005 (Consumer Code), where applicable.

 

 

3. SUBJECT

3.1 At the Customer’s request, the Seller agrees, on their behalf, to reproduce the content provided by the Customer in the format, type, and number of copies specified in the Order.

3.2 Regarding the provisions of (3.1), the Customer declares and guarantees that they are the Author and/or the sole holder of the rights, licenses, and authorizations necessary for the use of the content covered by this contract and, in any case, that they may freely dispose of it to the extent necessary for the execution of the contract. The Customer undertakes to indemnify and hold the Seller harmless from any loss, damage, liability, cost, or expense, including legal fees, arising from or in any way related to claims or disputes by third parties regarding the creation, fixation, duplication, reproduction, and marketing of the Product.

3.3 All Products supplied by the Seller shall be manufactured in compliance with:

• The characteristics and quality of the materials provided by the Customer.
• The quality of any other material provided by the Customer.

3.4 The compliance requested by the Customer may only be certified following the Seller’s provision of a print proof (Test Press); in the absence of purchase and request by the Customer for the aforementioned print proof (Test Press), the Seller shall be implicitly authorized to commence the production process, ensuring a printing process in accordance with the composition and quality of the materials provided by the Customer.

3.5 The Seller declines all liability for defects in production attributable to:

• Anomalies or defects in the materials provided by the Customer.
• Anomalies or defects arising from the composition and quality of the materials provided by the Customer.

 

 

4. ORDERS

4.1 Orders placed by the Customer, considered irrevocable purchase proposals, are deemed finalized upon written confirmation by the Seller and imply acceptance of these “General Terms and Conditions of Contract.” The Seller reserves the right, at its sole discretion, to accept or reject customer orders.

4.2 The Contract between the Parties shall be deemed concluded and binding upon receipt of the Order Confirmation by the Customer via email, certified email, fax, registered letter with return receipt, or in person.

4.3 If the Order Confirmation contains additions, limitations, or variations compared to the Order, the Customer’s consent to such variations shall be deemed tacitly granted unless a written objection is submitted to the Seller within 3 working days of receipt.

4.4 Orders and/or modifications to orders made verbally or by telephone must be confirmed in writing by the Customer.

 

 

5. PRICES, TERMS, AND PAYMENT CONDITIONS

5.1 Prices, unless otherwise agreed between the parties, are those indicated in the Order Confirmation or in another document issued by the Seller, considered definitive, and are exclusive of VAT and any shipping costs.

5.2 Payment must be made, unless otherwise agreed in writing, within the deadlines specified in the Order Confirmation at the financial institution indicated by the Seller or via direct remittance.

5.3 Any advance payments made by the Customer as a deposit shall be binding only on the Customer and shall always be non-interest-bearing; therefore, if the Seller does not accept the contractual proposal, they shall be promptly refunded.

5.4 Payments must be made within the deadlines specified by the Seller, and in case of late payment, the Customer shall be subject to default interest as per Legislative Decree 231/2002 and subsequent amendments.

 

 

6. TRANSPORT AND DELIVERY

6.1 The delivery of purchased goods via courier, shipping agent, or carrier appointed by the Customer entails that the risk of perishing, loss, total or partial destruction, theft, robbery, or damage to the purchased goods and/or their packaging is transferred exclusively to the Customer no later than upon delivery to the courier, shipping agent, or carrier. This applies even in cases where, exceptionally, the transport costs are borne by the Seller.

6.2 The costs of packaging and transport shall be borne by the Customer and must be paid to the Seller upon invoicing, unless otherwise agreed in writing between the parties.

6.3 The supplied materials shall be delivered “truck-side,” and all costs related to loading and unloading operations shall be entirely borne by the Customer.

6.4 The Customer is required to check the condition of the packaging and promptly report any anomalies. In the event of visible packaging defects at the time of delivery, these must be reported by the Customer to the shipping agent upon delivery by placing a written, justified reservation on the delivery document (DDT) or the accompanying invoice.

 

 

7. APPLICABLE LAW AND JURISDICTION

For any disputes arising from the interpretation and execution of these General Terms and Conditions of Contract and the related individual contract perfected following the Order Confirmation, Italian law shall apply. The Court of Rome shall have exclusive and mandatory jurisdiction, to the exclusion of any other competing or alternative jurisdiction.

 

 

8. DATA PROTECTION

The personal data provided by the Customer as indicated in “Annex A” or otherwise acquired in the Seller’s business operations shall be processed in compliance with EU Regulation no. 679/2016 and Legislative Decree no. 196/2003. The Seller declares that data shall be processed solely for the execution of the contract, and the Customer hereby authorizes the Seller to use and process such data for all related purposes.

 

 

Any modifications to these General Terms and Conditions of Contract shall not be valid unless made in writing. The potential invalidity of any clause of these General Terms and Conditions shall not entail the invalidity of the entire agreement, which shall instead be interpreted and supplemented as a whole.

 

 

All communications to the Seller must be made in writing and shall be considered validly executed if sent via certified email (PEC) to: info@afgmediacompany.com or to the following address: Via di Quarto Annunziata 130, 00189 Rome.

 

 

In no case shall the Seller’s failure to exercise any right constitute a waiver of the right to demand exact performance, and such omission shall be considered a mere act of tolerance.

 

 

The personal data provided by the Customer shall be processed in compliance with EU Regulation no. 679/2016 and Legislative Decree no. 196/2003. The Seller declares that data shall be processed solely for the execution of the contract, and the Customer hereby authorizes the Seller to use and process such data for all related purposes.

 

 

For any disputes arising from the interpretation and execution of these General Terms and Conditions of Contract and the related individual contract perfected following the Order Confirmation, Italian law shall apply. The Court of Rome shall have exclusive and mandatory jurisdiction, to the exclusion of any other competing or alternative jurisdiction.