General sales conditions

Art. 1 General disposition

1.1 These General Sales Conditions apply between the company SITAP S.r.l., VAT number 01113920332, in the person of its pro tempore legal representative, with registered office in 29010 - Pontenure (Piacenza), Via Giulio Natta, n. 37, and the Reseller.
1.2 These General Sales Conditions apply to all contracts concluded between SITAP and the Reseller, also concluded remotely and also through the online order, without the need for an express reference to them or a specific agreement in this sense at the conclusion of each individual contract.
1.3 Any different conditions or terms apply only if confirmed in writing by SITAP.
1.4 SITAP reserves the right to modify, supplement or vary the General Sales Conditions, making them available to the Reseller in the forms of use.
1.5 SITAP does not recognize any territorial exclusive right in favor of the Reseller for the distribution of SITAP Products, unless otherwise agreed between the Parties

Art. 2 Definitions

"SITAP": the company that sells the Products, or SITAP S.r.l., VAT number 01113920332, in the person of its pro tempore legal representative, with registered office in 29010 - Pontenure (Piacenza), Via Giulio Natta, n. 37.
"Reseller": the legal person or the company which, as part of its commercial activity, purchases the Products from SITAP, in order to resell them to the public.
"Products": all rugs, including Special Measure Rugs and Tailor Made Rugs, as well as any other kind of article, which is designed, manufactured, packaged and / or marketed by SITAP.
"Special Sizes Rugs": all the rugs, expressly and strictly listed in the Price List, which can be ordered by the Dealer in different sizes than the standard ones indicated in the Price List itself.
"Cut Carpets": all carpets, expressly and strictly listed in the Price List, which can be purchased per square meter.
"B2B": acronym for Business to Business.
"Parties": SITAP and Reseller.
"Order": the request forwarded by the Reseller to SITAP, aimed at the purchase by the Primo of one or more Products, for resale to the public.
"Order Receipt Confirmation": the form through which SITAP confirms to the Reseller the receipt of the Order made (Annex A).
"Price list": list, prepared by SITAP, containing the prices of Products for the public recommended to the Reseller.
"My Account": it is the page / space of each Reseller within the site www.sitap.it.
"Shop": section of the website www.sitap.it where the Reseller can place Orders online;
"Shopping Bag": virtual cart in which the Reseller places the Products he intends to purchase.
"General Sales Conditions": these General Sales Conditions.

Art. 3 Object

3.1 These General Conditions govern the methods of ordering and purchasing by the Reseller of SITAP Products, using the methods indicated in the following art. 4.
3.2 These General Conditions also regulate online Orders for the applicable parts. It should be noted that art. 5 and 6 only concern online orders.

Art. 4 Contract ending

4.1 The Reseller can place the Order for the purchase of the Products, by sending an electronic communication to the email address ordini@sitap.it or by sending a fax to the number +390523511655, or by calling the number +390523519044.
4.2 The Reseller who wishes to be able to place Orders online, requests from SITAP the assignment of authentication credentials, i.e. user name and password, to be used on the website www.sitap.it. SITAP reserves the right to accept and / or refuse the request. In case of authorization, the reseller who chooses the online order proceeds as described in the following art. 6 for sending the Order to SITAP.
4.3 Upon receipt of the Order, SITAP checks the availability of the Products in the warehouse. In case of unavailability of the same, they will book them. In the event of an online order, the reseller can only purchase products available in stock.
4.4 SITAP compiles the Order Receipt Confirmation, indicating whether the Products ordered are available and / or the expected delivery date of the same and also sends the same to the Reseller within 24 hours of receiving the Order.
4.5 The Reseller's Order is considered completed only following the receipt of the Order Receipt Confirmation by the same. For the period between the sending of the Order and the receipt of the Order Receipt Confirmation, the Reseller is bound to the request made, and cannot modify it or revoke it without the written agreement of SITAP.
4.6 In the event that the Reseller places an Order for a total amount of less than Euro 100 = (one hundred), in addition to VAT, SITAP will send the same an Order Receipt Confirmation, indicating the management costs for processing the Order. Upon the receipt of the Order Receipt Confirmation, the Reseller is responsible for confirming the Order itself, using the means and methods referred to in point 4.1.
4.7 In any case, SITAP reserves the right to evaluate the Orders received, not being in any way bound to their acceptance.
4.8 If SITAP believes it cannot accept the Order received, it will inform the Reseller.
4.9 The contract conclusion procedures described also apply to Orders relating to Special Sizes and Tailor Made Rugs. For Orders relating to the latter type of Products, the Reseller has the right to request, in the manner referred to in point 4.1, the delivery of the residual waste resulting from the cutting of the carpets ordered.

Art. 5 Online orders – Reseller informations

5.1 Pursuant to art. 7 Legislative Decree 70/2003, the property of the website www.sitap.it, where it is possible to submit the online order, is owned by SITAP Sr.l., VAT number 01113920332 with registered office in 29010 - Pontenure (Piacenza), Via Giulio Natta, n. . 37, REC number PC-128219.
5.2 In addition to the mandatory information above, it is indicated below that, pursuant to Legislative Decree 70/2003, the identification data of SITAP are as follows: SITAP S.r.l., VAT number 01113920332 with registered office in 29010 - Pontenure (Piacenza), Via Giulio Natta, n. 37, with share capital of Euro 1,548,000.00, telephone number +390523519044, ordinary email address sitap@sitap.it certified email (PEC): lucia.zacconi@pcert.postecert.it.
5.3 The registered office and the contact details indicated in the previous paragraph are taken as the address where the Reseller can send complaints.

Art. 6 On-line order process

6.1 The Reseller can place the online Order of the Products present in the Shop and available in stock. Orders relating to Special Size Carpets and Cut Carpets cannot be sent online.
The Reseller who wants to place an Order online, connects to the address www.sitap.it and enters, in My Account section, the authentication credentials communicated by SITAP, in order to enter his own reserved area.
6.2 In the reserved area, the following sections are available: "Company information", "Addresses", "Order History and details", "Warehouse" and "Downloads".
6.3 In order to send the Order online, the Reseller clicks on the "Menu" button, at the top left, and then clicks on the "Shop" button. Within this section, the Reseller displays the images relating to the Products and the Prices to the public.
6.4 By selecting the single Product, the Reseller can view the available dimensions, the description of the characteristics, the composition and the technical data of the same. The Reseller can check the availability of the Products in the warehouse in his own reserved area in the "Warehouse" section and within each product sheet.
6.5 In order to proceed with the order, the Reseller chooses the dimensions among those available, the quantity and clicks on the "Add to Shopping Bag" button. If the Reseller does not make the relative choices, the dimensions are the preset ones and the quantity is equal to 1.
6.6 At the end of the aforementioned operation, the Reseller displays a summary window of the Products included in the Cart, the total price of the same, the shipping costs and the total price. Inside the Cart, the Reseller finds a summary of all the Products he intends to purchase. The Reseller has the possibility to deselect, from the Cart, the Products that he does not intend to purchase or modify the quantity.
6.7 In order to complete the Order, the Reseller must click on the "Proceed with purchase" button and fill in the forms subsequently displayed.
6.8 If the Reseller wishes to modify the address at which to receive the Products, he must click on the "Modify" button, present in the "Addresses" form and proceed to correctly fill in the shipping form, entering the required information. If the billing address matches the shipping address, the Reseller must check the box "use this address also for the invoice". To continue, the Reseller clicks on the "Continue" button.
6.9 The Reseller then selects the shipping method in the relevant form and click on the "Continue" button to continue. The payment conditions are those provided for the Reseller and summarized in the Order Reception Confirmation and in the invoice.
6.10 At the end of the compilation, to place the Order, the Reseller must select the box "I declare to know and accept the General Sales Conditions", thus approving these General Sales Conditions, and then click on the "Send Order" button.
6.11 Following the sending of the Order, SITAP will send to the Reseller, via the e-mail address previously indicated, a communication of receipt of the Order.
6.12 The conclusion of the online order takes place as described in the previous art. 4, from 4.4 to 4.8.
6.13 SITAP, pursuant to art. 12 of Legislative Decree 70/2003, which requires each supplier of goods and / or services to provide specific information aimed at the conclusion of the distance contract, complies with the related disclosure obligations as set out below. The technical steps for submitting the Order online are:
- Reseller access to the My Account section;
- access to the Shop;
- choice of products and their quantities;
- adding Products to the Shopping Bag;
- filling in the forms relating to shipping addresses and delivery methods;
- forwarding of the Order;
- e-mail communication of the receipt of the Order;
- sending by SITAP of the Order Receipt Confirmation;
- shipment of the Order and related invoice.
6.14 With reference to the technical means made available to the Reseller to identify and correct data entry errors before sending the Order, the system automatically signals any errors resulting from the omitted indication of mandatory data in the order fields.
6.15 With reference to the languages to conclude this contract, please refer to art. 21 of these General Conditions.
6.16 With reference to the indication of the dispute settlement tools, see the following art. 20 of these General Sales Conditions.

Art. 7 Prices

7.1 The price reserved for the Reseller, relating to each Product, is equal to 50% of the price indicated in the Price List, used by SITAP when the Order is sent by the Reseller.
7.2 The total cost of the Order and the prices of the relative Products are indicated in the Order Receipt Confirmation.
7.3 For Orders relating to Cut Products, the price is inclusive of the waste deriving from the cut of the corked ordered, indicated in the Order Receipt Confirmation.
7.4 In any case, the shipping and transport costs, as well as the costs, taxes and duties inherent to the customs formalities are borne by the Reseller.
7.5 SITAP reserves the right to unilaterally change the prices of the Products.
7.6 The price changes will be communicated to the Reseller in the forms of use and will affect all Orders received by SITAP, starting from the thirtieth day following the date on which the changes were notified to the Reseller.

Art. 8 Payment conditions

8.1 The payment of the Products, unless otherwise indicated within the Order Receipt Confirmation, is postponed and must be made by the Reseller on the date and in the manner indicated within the Order Receipt Confirmation and the related invoice.
8.2 With regard to Orders of Special Measurements Products, the Reseller must pay 50% of the price of the same in advance, within the deadline indicated in the Order Reception Confirmation and invoice. In case of non-fulfillment, SITAP proceeds pursuant to the following art. 9.
8.3 SITAP reserves the right to request from the Reseller adequate guarantees on goods of a value at least equivalent to that of the Products ordered.
8.4 If it has been established that the payment must be accompanied by a bank guarantee, the Reseller must make available, at least 30 (thirty) days before the delivery date, a first demand bank guarantee, issued in accordance with the Uniform Rules for Guarantees a Application by the ICC from a primary Italian bank and payable on a simple declaration by SITAP that it has not received payment within the agreed terms.
8.5 The eventual issue of trafficking and any acceptances of bills of exchange will always be understood under the clause "unless successful" and / or without recourse and without debt novation.

Art. 9 Failure to pay and suspension of Order processing and delivery

9.1 The Reseller undertakes to respect the price payment times as foreseen in the Order Receipt Confirmation and in the invoice.
9.2 If the Reseller does not pay the price, as per point 8.2, within the pre-established deadline, SITAP reserves the right to suspend the processing and delivery of the related Orders, until the payment is regularized by the same.
9.3 The Reseller wishing to pay, may exceptionally deliver the due to a SITAP agent, who has been previously authorized.
9.4 If the suspension referred to in point 8.2 persists for a period of time exceeding 10 working days, SITAP has the right to terminate the contract in the manner provided for in art. 18 of these General Conditions and to withhold the sum already paid by the Reseller, by way of compensation for loss of earnings, without prejudice to proof of the greater damage.
9.5 In any case, late payments are subject to late payment pursuant to art. 5 of Legislative Decree 231/2002.

Art. 10 Reserved domain

10.1 The Products are sold subject to Ownership of SITAP. Pursuant to and for the purposes of Article 1523 of the Italian Civil Code, ownership of the Products is purchased with payment of the entire price indicated in the Order Receipt Confirmation.
10.2 In any case, as established in point 12.4, the risks of damage and loss of the Products are transferred to the Reseller upon delivery of the same.
10.3 Failure to pay the price, on the due date, for an amount greater than the eighth part of the same, will result in the termination of the contract. SITAP will notify the Reseller in the manner described in article 18 of these General Conditions.
10.4 In the case described in the previous point, SITAP has the right, without formal procedures, to take physical possession of the Products delivered, at the expense, risk and danger of the Reseller.
10.5 SITAP may resume possession of the unpaid Products held by third-party buyers or demand direct payment of their price by the latter. If the Products have been sold to third parties in good faith, the right to claim SITAP will primarily focus on the price collected by the Reseller.
10.6 In any case, the Products cannot be foreclosed or pledged, and their ownership cannot be transferred to third parties as a guarantee.
10.7 In the event of an international sale, where necessary, the Reseller must complete at his own expense all the formalities required in the country of destination of the Products for the application of this retention of title clause.

Art. 11 Commercial credit

11.1 SITAP reserves the right to suspend the processing and delivery of the Orders, in the event that it has accrued a credit towards the Reviser for an amount greater than the assignment granted to him on the basis of the unquestionable evaluation of SITAP itself.
11.2 Upon the outcome of the timely payment at the deadlines set on the invoice, SITAP proceeds with the processing and delivery of the suspended Orders.

Art. 12 Methods and terms of delivery

12.1 SITAP undertakes to deliver the Products, in the place and in the manner agreed with the Reviewer, and indicated in the Order Receipt Confirmation.
12.2 Delivery must take place within the terms indicated in the Order Receipt Confirmation. However, in light of the provisions of point 4.3 of these General Conditions, the terms of delivery relating to Products not available in stock are intended as indicative and do not constitute an essential term pursuant to art. 1457 of the Civil Code.
12.3 It is also specified that the terms indicated in the Order Receipt Confirmation do not include transport times.
12.4 In any case, whether the Products are returned ex warehouse, or whether they are returned carriage paid, the risks of loss and damage of the same pass to the Reseller with the delivery of the same to the first transporter.
12.5 SITAP cannot be held responsible for the delayed or non-delivery of the Products, if they are ascribable to circumstances beyond the control of SITAP and therefore not attributable to the same. By way of example and without claiming to be exhaustive, the following circumstances are listed:
a) delays or inaccuracies of the Reseller in the communication to SITAP of information or data necessary for the shipment of the Products ordered;
b) suspension of Orders due to the occurrence of the circumstances referred to in points 8.2 and 9 of these General Conditions;
c) partial or total strikes, lack of electricity, natural disasters, measures imposed by public authorities, difficulties in transportation, unrest, terrorist attacks and all other causes of force majeure;
d) objective and proven difficulties in finding raw materials;
e) problems, in any way attributable to SITAP, relating to the production or planning of Orders;
f) delays by the shipper.
12.6 It is specified that the occurrence of the events listed above will not entitle the Reseller to request compensation for any damages or compensation of any kind, except in the case of willful misconduct or gross negligence of SITAP.

Art. 13 Reception of the Products by the Reseller

13.1 At the time of taking delivery of the Products, the Reseller must check the quantitative and qualitative correspondence of the Products with what is indicated in the accompanying document, and must also check the integrity and condition of the packaging.
13.2 If the Reseller finds the presence of external quantitative and / or qualitative discrepancies in the Products delivered or if the packaging is damaged and / or not completely intact, he must formulate the appropriate reservations against the carrier, making him note any discrepancies, according to the forms envisaged for the mode of transport used.
13.3 In any case, the Reseller undertakes to remove or have the packaging removed from the Products avoiding the use of blades, pinned objects and any other tool capable of irreparably damaging the surface of the Products themselves.
13.4 It is specified that SITAP is not liable for damages caused to the Products by the use by the Reseller, (or by its employees and / or collaborators), for the removal of the packaging, blades, sharp objects or any other capable tool to damage the Products themselves.

Art. 14 Complaints

14.1 Any complaints relating to the state of the packaging, or relating to the number of Products delivered or to quantitative or qualitative discrepancies external to the same (so-called apparent defects), must be communicated to SITAP, under penalty of forfeiture, within 3 (three) working days from receipt date of the same, by sending an email to reclami@sitap.it or by fax to 0523/511655.
14.2 Any complaints relating to defects that cannot be identified by diligent control upon receipt of the Products (so-called hidden defects) must be communicated to SITAP, according to the procedures referred to in the previous point, under penalty of forfeiture, within 3 (three) working days from the date of discovery of the defect and in any case no later than 12 (twelve) months from receipt of the Products.
14.3 It is specified that the Products, both standard and special size, which have different sizes than those indicated in the Order Receipt Confirmation, but in any case within the tolerance limits of +/- 5%, cannot be considered defective.
14.4 It is specified that the complaints referred to in points 14.1 and 14.2 must contain an indication of the code of the Product (s) object of the complaint, the delivery date, a description of the nature of the defects, and must also be accompanied by specific photographs, depicting with precision and clarity the object of the dispute, namely defects of the Product / s, or any damage to the packaging, or quantitative or qualitative discrepancies of the same.
14.5 SITAP reserves the right to examine or have examined the Products subject to complaint.
14.6 If SITAP deems it necessary to carry out an examination of the aforementioned Products, it will promptly notify the Reseller in writing, by e-mail or by fax, authorizing it to return the same.
14.7 In this case, the Reseller must return the Products subject of the complaint to SITAP, with a free-of-charge method, at its headquarters, in 29010 - Pontenure, via G. Natta n. 37.
14.8 It is specified that, in the absence of the written authorization of SITAP, the Reseller will not be able to return the Products subject to the complaint.
14.9 If, at the outcome of the examination of the aforementioned Products, SITAP deems the complaints subject to complaint unfounded, and therefore rejects the same, the Products will be returned to the Reseller, with SITAP ex-warehouse mode.
14.10 It is specified that in no case will complaints and disputes regarding products that are already used be accepted.
14.11 If SITAP has ascertained the validity of the disputes subject of the complaint, the Reseller will have the right to obtain, at SITAP's discretion, the repair or, alternatively, the replacement, without expenses for the same, of the aforementioned Products.
14.12 In no case are the agents and / or intermediaries of SITAP authorized or have the power to represent and commit the same to the Reseller or third parties. To this end, any dispute and / or complaint will be considered invalid and ineffective if it has been carried out, without complying with the procedures referred to in points 14.1, 14.2 and 14.4, exclusively against agents or intermediaries of SITAP.

Art. 15 Warranty for defects

15.1 SITAP guarantees that the Products are free from manufacturing defects and defects, as well as that they comply with the quantity and characteristics indicated in the Order Receipt Confirmation.
15.2 The warranty lasts 12 (twelve) months from the date of delivery of the Products.
15.3 In accordance with the provisions of point 14.11, SITAP undertakes to replace or repair the Products which show defects or defects of conformity attributable to itself, discovered within 12 months from the delivery of the Products to the Reseller, provided that the presence of such defects and / or defects has been contested within the terms and with the methods set out in article 12 of these General Conditions.
15.4 The following are expressly excluded from the warranty:
a) defects resulting from damage caused by the use of blades and pointed objects for unpacking the Products, as established in point 13.4;
b) defects resulting from damage resulting from the non-compliant storage and / or use of the Products;
c) defects resulting from damage caused by the use of methods and / or products, such as stain removers, detergents, soaps, for cleaning the Products themselves, which do not comply with the indications of SITAP;
d) defects resulting from any repairs carried out by personnel not authorized or not appointed by SITAP;
e) defects resulting from accidental damage.
13.5 Except in the case of willful misconduct or gross negligence of SITAP, any further liability of the same, contractual or non-contractual, is expressly excluded, for the delivery of products that are different or defective, including, by way of example and not limited to, the liability for non-profit.

Art. 16 Limitation of liability

16.1 The Reviser is not recognized any further right and / or remedy with respect to the provisions of article 14, for cases of justified and well-founded contestation of defects, discrepancies or defects.
16.2 It is specified that SITAP undertakes to do everything in its power to deliver the Products in the agreed terms, albeit indicative, as established in Article 12; however, in no case can it be held responsible for damages directly or indirectly caused by any delayed delivery of the Products.
16.3 It should also be noted that the catalogs, the Price List, or other promotional material of SITAP constitute a mere indication of the type, characteristics and prices of the Products. SITAP assumes no responsibility for errors, irregularities or omissions contained in its catalogs, price lists and / or in its promotional material.

Art. 17 Industrial property right

17.1 The Reseller acknowledges and acknowledges that the brands, trade names or other distinctive signs affixed to the Products are the exclusive property of SITAP and cannot in any way and for any reason be altered, modified, removed or canceled.
17.2 The Reseller undertakes not to register or transfer the trademark or any of the distinctive signs of SITAP to third parties.
17.3 It is specified that the Reseller is granted the right to use the brands, trade names or other distinctive signs, for the sole and exclusive purpose of reselling the Products to the public.
17.4 The documents, catalogs, data and any further commercial or production information (both in paper and electronic form) that should be provided to the Reseller remain the exclusive property of SITAP and constitute a mere support for the resale of the Products to the public.

Art. 18. Express termination clause

18.1 SITAP can terminate this contract, without any compensation or notice, with immediate effect pursuant to art. 1456 civil code:
to. In the case provided for in point 9.2 of these General Conditions, or in the event that the suspension of the processing and delivery of Orders lasts for a period of time exceeding 10 (ten) working days.
b. In the case provided for by art. 10 of these General Conditions, i.e. in the event that the Reseller does not pay the price, on the due date, for an amount greater than the eighth part of the same.
c. In the event of failure by the Reseller to comply with the provisions of art. 17 of these General Conditions, or in the case of violation of SITAP industrial property rights.
d. In the event of interruption or suspension of the Reseller's commercial activity.
is. In the event that the Reseller has been placed in a state of liquidation or has requested or admission to another bankruptcy procedure or is in any case subject to bankruptcy proceedings.
f. In the case of written communication from the Reseller relating to the impossibility of the same to fulfill the payment of the price in compliance with the deadlines and in the manner indicated in the Order Receipt Confirmation.
g. In the event that sentences of conviction for civil and / or criminal offenses are pronounced, which may damage the reputation of the Dealer or affect its commercial activity.
18.2 SITAP must demonstrate its willingness to make use of the termination clause expressed by PEC. The fact that the beneficiary has not made use of the express termination clause in some cases or for some time, will not deprive him of the right to avail himself of it subsequently, continuing the non-fulfillment that constitutes its condition.
18.3 The Reseller can terminate this contract without any compensation or notice, with immediate effect pursuant to art. 1456 civil code:
to. In the event that the default of SITAP is of considerable importance.
b. In the event that SITAP has been placed in a state of liquidation or has requested admission to another bankruptcy procedure or is in any case subject to bankruptcy proceedings.
18.4 The Reseller must express his will to make use of the termination clause expressed by PEC. The fact that the beneficiary has not made use of the express termination clause in some cases or for some time, will not deprive him of the right to avail himself of it subsequently, continuing the non-fulfillment that constitutes its condition.

Art. 19 Force majeure

19.1 Each Party may suspend the execution of its contractual obligations, when such execution is rendered impossible or unreasonably onerous by an unforeseeable impediment, independent of its will, such as e.g. strike, boycott, lockout, fire, war (declared or not), civil war, riots and revolutions, requisitions, embargo, power outages, delays in the delivery of components or raw materials.
19.2 The Party wishing to avail itself of this clause must immediately notify the other Party in writing of the occurrence and termination of circumstances of force majeure.
19.3 If the suspension due to force majeure lasts more than eight weeks, each Party will have the right to terminate the contract, subject to 10 days' notice, to be communicated to the other Party in writing.

Art. 20 Applicable law, compulsory attempt at conciliation and jurisdiction

20.1 These General Conditions are governed by the Civil Code and, in the case of international sale, by the United Nations Convention on the International Sale of Goods, also known as the Vienna Convention of 1980 and by Italian law, with reference to matters not governed by this Convention.
20.2 Any dispute between the Parties must be preliminarily submitted to their respective legal representatives or to subjects expressly delegated by them, for the purpose of carrying out the attempt to conciliatively resolve the nascent dispute.
20.3 The Parties undertake to find an agreement within 30 days from the day on which one of the Parties informed the other, in writing, of the matter underlying the nascent dispute. If the Parties reach an agreement, the latter will be valid and binding.
20.4 The Court of Piacenza will be competent to hear any dispute that may arise between the Parties, in the event of failure of the procedure referred to in point 20.3 and in the event where the Reseller has its registered office within the Italian State.
20.5 In the event of failure of the procedure referred to in article 20.3, and in the event that the Reseller has its registered office outside the Italian State, the Parties decide to devolve any dispute that may arise between them to a single arbitrator of the International Court of Arbitration of the Milan Chamber of Commerce.
20.6 The Parties may appoint the arbitrator by mutual agreement, unless confirmed by the Court. In the absence of appointment of the sole arbitrator by the Parties within 30 days from the date on which the request for arbitration was received by the other party, or within the possible further term granted by the Secretariat of the Court, the sole arbitrator is appointed from the Court.
20.7 The arbitrator will formulate his / her decision ritually according to law, applying these General Conditions and the related annex.
20.8 For anything not expressly provided for and disposed in these General Conditions and in the related annex, the arbitrator must apply the Vienna Convention of 11 April 1980 on contracts for the international sale and purchase of movable property.
20.9 It is established as of now that the arbitrator's resolutions and decisions will bind the Parties.
20.10 The arbitrator will determine how to divide the costs of the arbitration between the Parties.

Art. 21 Final provisions

21.1 These General Conditions may not be modified or integrated, except by virtue of the consent of the Parties formalized in writing.
21.2 Any nullity in whole or in part of the individual clauses of these General Conditions will not extend its effects to other contractual provisions; the Parties will replace, if and to the extent possible, the void clauses, with other written agreements, valid, and having an equivalent or similar content to the previous ones.
21.3 The Italian text of these General Conditions, even if drafted in other languages, will be considered the only authentic text for the purpose of their interpretation.
21.4 Any reference to commercial terms (such as EXW, CIP, etc.) is to be understood as a reference to the Incoterms of the International Chamber of Commerce, in the text in force on the date of conclusion of the contract.
21.5 If one of the Parties fails to take legal action or to exercise a right based on these General Conditions, this acquiescence behavior cannot be interpreted as a definitive renunciation to exercise in the future the same legal action or the same right.
21.6 Any communication that the Reseller must send to SITAP in relation to these General Conditions must be made to the following PEC address sitap@pec-legal.it without prejudice to any further communication methods provided for in these General Conditions. The aforementioned communications will take effect from the moment they are received by the recipient. In the event that there is no communication method, it is believed that the communication is validly made in the forms of use.

Art. 22 Contract changes

Any modification of these General Conditions must take place exclusively in writing under penalty of nullity.