Conditions of Sale

1. Scope of application

• These general terms and conditions of sale (“Conditions”) apply to all sale/supply agreements for Products sold by Wall&decò S.r.l. (“Seller”) and purchased by the customer (“Buyer”).
• The sale/supply agreement of goods between the Parties (“Agreement”) is governed exclusively by these Conditions, which shall prevail over any other agreement and any other provision, including those contained in Buyer’s general terms conditions.

2. Orders and sales

• The Buyer shall order the products sold by the Seller (the “Products”) by submitting a purchase order to the Seller (the “Order”).
• Acceptance of the Order shall occur as the Seller issues the corresponding order confirmation, to be sent by e-mail or other electronic tool (the “Order Confirmation”), containing the confirmed delivery dates and, if necessary, transportation costs and expenses.
• Orders submitted by the Buyer shall be binding, in accordance with these Conditions, only upon receipt by the Buyer of the written Order Confirmation sent by the Seller.

3. Price of Products

• The Products’ prices are those indicated in the Seller’s price list in force on the date of the Buyer’s Order or, if the Product is not included in the price list or if the price list is not available, those indicated in the Seller’s Order Confirmation (“Prices”).
• Unless otherwise agreed by the Parties, the Prices are intended to be “Ex-Works”, net of VAT and any applicable taxes, levies and duties. Prices do not include the costs of packing, shipping and transport which are charged to the Buyer.

4. Delivery

• Unless otherwise agreed between the Parties and provided for in the Order Confirmation, the delivery terms shall be Ex-Works (Incoterms 2020 ICC) at the Seller’s warehouse in the place indicated in the Order Confirmation.
• The delivery date of the Products is merely indicative and not of the essence. In case of late delivery, the Buyer has no right to cancel the Order or to claim any compensation for damages or indemnities.

5. Payments

• Unless otherwise provided for in the Order Confirmation, payment for the Products shall be made by the Buyer by bank transfer to the account indicated by the Seller within the terms indicated in the Order Confirmation.
• Should the Buyer be in default with any payment term, the Seller shall be entitled to suspend the supply of the Products, including those in relation to confirmed orders other than those not paid, the Buyer shall automatically forfeit the right to pay on credit terms and the entire amount extended on credit will fall immediately due and payable.
• In the event of a dispute by the Buyer over alleged defective Products or any other breach of the Agreement, the Buyer shall not be entitled to withhold payment of any amount due to the Seller, nor to set off any amounts due from the Buyer against any amounts due from the Seller.

6. Warranty and claims

• The Seller guarantees that the Products free from faults and defects for a period of 2 (two) years from the date of delivery (“Warranty”) provided that the following terms and conditions shall apply. For the Products belonging to the “OUT SYSTEM” and “WET SYSTEM” lines the Warranty period is 5 (five) years from the date of delivery on the following conditions.
• Regardless of the Products delivery term, the Warranty expressly excludes defects due to: loading, transport, unloading, handling, improper use, installation and laying, maintenance, alterations or modifications made to the Products without the Seller’s written authorization, ordinary deterioration and any other reason not attributable to the Seller. Except for the Warranty, Seller makes no warranty whatsoever with respect to the Products, including any (a) warranty of merchantability; or (b) warranty of fitness for a particular purpose; whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.
• In any case, the Warranty and any additional warranty and/or liability of the Seller is expressly excluded in relation to those Products not installed strictly in compliance to the installation manual and guidelines provided by the Seller at the time of delivery, which can be consulted at the links indicated below for each Product line.
• The only remedy available to the Buyer in case of Products covered by the Warranty and acknowledged to be defective by the Seller is their reparation, where possible, or the replacement at the Seller’s cost.
• The Seller reserves the right to examine the Products alleged to be defective and/or faulty and/or non-conforming, in order to verify the presence of faults and/or defects and/or non-conformity claimed by the Buyer and whether the Warranty applies. At the same time as reporting defects, faults and/or non-conformity, the Buyer must provide information, photographs and documents useful for the purposes of the abovementioned evaluation, using the number specified on the transport document to identify the relevant delivery, and making the Products available to the Seller and/or third parties entrusted by the Seller for the necessary checks. In any case, the return of the Products to the Seller must be previously authorized in writing by the Seller.
• Any complaint regarding faults and defects shall be communicated to the Seller strictly within 8 (eight) days from delivery of the Products. Any latent faults and defects must be communicated to the Seller within 8 (eight) days from their discovery and, in any case, within 12 (twelve) months from delivery.
• Complaints must be submitted to the Seller in writing, by sending a notification by certified electronic mail (if available) to the address of the Seller, or by registered mail to the Seller’s registered office.
• The Buyer expressly acknowledges that, in any event, the Seller’s liability will be limited to the purchase price of the Products found defective and covered by the Warranty. Under no circumstances may the Seller be held directly or indirectly liable for incidental or consequential damages or indirect damages of any kind, or for any detriment and/or cost borne by the Buyer whether arising out of or related to breach of contract, tort (including negligence), or otherwise. Moreover, the Seller shall bear no liability in relation to the installation and laying of the Products.

7. Force majeure events

• The Seller shall not be liable for any breach of the Agreement, including failure to complete delivery, resulting from an event of force majeure, such as delayed or non-delivery by the Seller caused by strikes, terrorist acts, power cuts, wars (even not declared), embargoes, riots or insurgencies, fires, sabotages, natural disasters, epidemics and pandemics, measures taken by government authorities (e.g.: international sanctions), lockouts.

8. Early termination and withdrawal

• The Seller is entitled to terminate the Agreement with immediate effect, giving notice to the Buyer by certified electronic mail or registered post, if the Buyer has committed a material breach of the obligations deriving from the Agreement and cannot remedy such breach, or, despite being able to remedy it, fails to do so within 15 (fifteen) days from the date of receipt of the notice sent by the Seller under article 1454 of the Italian Civil Code.
• In any case, without prejudice to the right to claim for damages, the Seller shall have the right to suspend the and/or withdraw from the Agreement by notifying the Buyer by certified electronic mail or registered post, if (i) the Buyer has commenced a judicial liquidation or is subject to an insolvency proceeding (in these cases, without prejudice to the rights conferred by those proceedings); (ii) it is reasonable to believe that the Buyer’s assets and/or financial situation may prevent it from fulfilling his contractual obligations or the Buyer, or the Buyer’s main partners, carry out transactions which could, even potentially, harm the Seller and/or cause a reduction of the warranties in favour of the Seller.
• Provisions of these Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of the Agreement including, but not limited to, the following provisions: Warranty and Claims, Intellectual property remain in force even after the expiry or termination of the Agreement.

9. Intellectual property

• The Buyer expressly acknowledges that any trademark, project, intellectual property right, know-how, trade secret, technical data, information, document, model, design, invention, sample or other industrial and/or intellectual property right relating to the Products is the exclusive property of the Seller or its licensors and is used by the Seller under license (“IP Rights”).
• The Buyer undertakes not to engage in any conduct or act incompatible with the ownership or use of the IP Rights and not to use the IP Rights for any purpose. The Buyer is not granted, directly or indirectly, any license related to the IP Rights.
• The documents, photos and graphics on the website www.wallanddeco.com and/or made available by the Seller are covered by industrial property rights of the Seller’s exclusive property. Therefore, any use, modification, reproduction, distribution, transmission or diffusion without the prior authorization of the Seller is prohibited.

10. Applicable law, jurisdiction

• These Conditions and the Agreement are exclusively governed by the Italian law.
• Any dispute that may arise relating to or connected with these Conditions or the Agreement(s), shall be exclusively and finally settled by the Court of Ravenna, Italy, without prejudice to the Seller’s right, when bringing legal action as plaintiff, to take such action at the place where the Buyer has its registered office.

Guidelines for product installation

1. Products of the Contemporary Wallpaper lines

• The product must be installed by a technician of proven expertise and specialized in laying wallpaper, preferably chosen from those indicated by Wall&decò;
• The installation guide provided and available at the following link must be followed step by step, respecting the application sequence, the product application quantities and the drying time.
• Carefully evaluate the provided assembly scheme before proceeding with the installation.
• The product must be applied on clean, intact, dry, smooth and slightly absorbent surfaces.

2. Products of the Aquabout Wet System™ lines

• The product must be installed by a technician of proven expertise and specialized in laying wallpaper, preferably chosen from those indicated by Wall&decò;
• The installation guide provided and available at the following link must be followed step by step, respecting the application sequence, the product application quantities and the drying time.
• Carefully evaluate the provided assembly scheme before proceeding with the installation.
• The product must be applied on clean, intact, dry, smooth and slightly absorbent surfaces.

3. Products of the Essential Wallpaper lines

• The product must be installed by a technician of proven expertise and specialized in laying wallpaper, preferably chosen from those indicated by Wall&decò;
• The installation guide provided and available at the following link must be followed step by step, respecting the application sequence, the product application quantities and the drying time.
• Carefully check the pattern repeat on the package before proceeding with the installation.
• The product must be applied on clean, intact, dry, smooth and slightly absorbent surfaces.

4. Out System line products

• The product must be installed by a technician of proven expertise and specialized in laying wallpaper, preferably chosen from those indicated by Wall&decò;
• The installation guide provided and available at the following link must be followed step by step, respecting the application sequence, the product application quantities and the drying time.
• The walls to be covered must be kept dry and protected from rain at least 3 days before application and at least 2 days after the application.
• Excessive heat, draught and air currents are very critical elements which must be eliminated or controlled to ensure correct installation. The ideal installation temperature is between 7°C and 35°C, but please note that outside temperatures affect OUT SYSTEM only during application.
• The following support preparation requirements shall be strictly observed:
  1. Moisture of the support: <10%
  2. Avoid applications under the direct action of the sun, in the presence of traces of dirt, pencil marks, dust, granules and moisture stains.
  3. Temperature and weather conditions are critical factors (no rain in the 3 days before, during the entire installation period and for 2 days after its completion).
  4. The grain size of the wall structure must be max. 0.4-0.5 mm (0.016" - 0.020")
  5. Check that the walls are level and plumb, as well as the corners. If not, please inform us.
  6. Provide information if the window intradoses will also be covered with the product.
  7. Check the current wall condition and any tendency to mould formation; any affected areas must be repaired. In case of rising moisture, treat the surface with specific anti-moisture products.
  8. Check the moisture levels of the walls with a moisture reader (contact hygrometer): the surfaces for the installation of OUT System products must have a moisture reading below 10% or in any case comply with the values and ranges indicated by the tool manufacturer.
  9. It is mandatory to maintain distance from the floor, at least 10 cm/ 4". In many cases 30 cm/ 12" is the ideal choice, however, the value should be determined according to the wall conditions.
  10. Do not leave rough edges, raw cuttings.
  11. A protective profile must be installed on the top of the wall (fix it with silicone for external use).
  12. It is strongly not recommended to drill/cut the wall covering after the installation.
  13. Any light points, protrusions/overhangs must be sealed with silicone on the sides and top edges, leaving the bottom edge free.

The information contained in this text does not replace the installation instructions contained in the manual and in the technical specifications.