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  legal advices

Legal opinion on the units of measurement for the sale of glue-related products.
Our Client requests a motivated opinion on the possibility to proceed with the sale of its glue-related products in litres rather than kilograms, as it is currently sold. More specifically, we are asked if an in which measure the sale of the product in litres might generate difficulties in the Company? operations and activities.
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In order to correctly provide an answer to the above-mentioned question, it is, firstly, necessary to call attention to the fact that such enquiry embraces a number of factors, whose examination, for certain aspects, entails a survey of exquisitely technical (chemical-physical) aspects,  which analysis would then be more profitably undertaken by specialists in the field.
Therefore, we will proceed to a merely juridical close-examination of the question as it was posed, though our analysis shall be complemented and further defined through additional, distinct technical-expert opinions, among which we shall not forget to add an assessment taking into account also any possible fiscal-accounting issues, which may emerge as a result of the modification. The laws and regulations relevant to the matter at hand are contained, mainly, in the President of the Republic Decree of August 12, 1982, No. 802 (coordinated text on units of measurement), in compliance with EU directive 80/181 on units of measurement, and in the Comprehensive Text of Metric Laws of August 23, 1890, No. 7088.
Preliminarily and expressly, let it be clear that the present analysis will exclusively deal with the units of measurement referred to in the enquiry, meaning the kilogram and the litre. As a first, explanatory note, we should mention that legal metrology is the branch of metrology that deals with units of measurement, and ways and tools of measurement used in commercial transactions.
Commercial transactions, both business to business or business to consumer, when taking place according to quantity, are carried out based on measurement procedures and instruments that each State recognizes as legal within its borders. As the states establish norms of legal metrology in full autonomy, but companies may trade merchandise between states with different legislations, the international market necessarily requires the adoption of shared rules (on such matter, in Paris are headquartered the major international organizations and committees, which main purposes are to uniform metrological standards and harmonize the metrological testing procedures employed by metrological services in the various EU member states).
The correct measurement of the goods object of trade is one of the primary aspects of commercial transactions, and, through legal metrology, it is possible to intervene to regulate the competition between companies in terms of fairplay, and, especially, guarantee consumer protection.
Legal metrology, as well as most transactions and commercial agreements, are based on legal units of measurement, in the absence of which, undeniably, it wouldn?t be possible to uniformly determine ?amounts?, regardless of whether they are expressed in grams, litres, meters, or other.
The units of measurement are used to determine the value of physical quantities, and a unitary system is a collection of recognized rules that incontrovertibly establishes those same units of measurement.
The unitary system currently used worldwide is the International System of Units (SI), introduced in the eleventh General Conference on Weighs and Measures (CGPM) of 1960. CGPM has defined the base units of the International System of Units through 7 fundamental quantities (time, length, mass, thermodynamic temperature, amount of substance, electric current, and luminous intensity), establishing also their relative units of measurement.
The unit of measurement for mass is the kilogram (Kg).
The previously mentioned Conference has ordered, also, the sub-division of units of measurement in base units and derived units
Derived units (irrelevant to the end and purposes of this analysis) are formed by the combination of Base Units according to algebraic relationships, which connect the corresponding quantities.
There are also units of measurement termed ?units of measurement not prohibited by the International System?, often used in professional practice, but no longer legally admitted. Among these is the quintal (symbolized by q), also referring to mass, which conversion factor is equal to 100 Kg. Until October 31, 2009, such not-prohibited units may be used only if accompanied by the corresponding recognized units of measurement.
Lastly, there is a category of units of measurement classified as ?units of measurement not authorized by the International System?, among which is the volume, which relative unit of measurement is the litre (symbolized by l).
Such units of measurement, though not belonging to SI, are commonly used and consequently tolerated.
Italian legal metrology, just as that of every modern State, sees to the preservation of public trust in inter partes relationships, whose actualisation entails the use of instruments to weigh or measure goods.
We find it useful to stress that the parties? autonomy to negotiate may, at times, be less than perfect when applied to the field of trade of goods according to weigh or measure, as it does not consider the imperative regulations mentioned above.
Nonetheless, it is necessary that the parties, though fully exercising their private autonomy, do not violate the imperative norms of legal measurement.
The legislator of the Comprehensive Text of Metric Laws of August 23, 1890, No. 7088 in fact, states, in Art. 11,  that ?Every agreement over quantity, other than just an exchange of money, including also private agreements, shall be made using legal weighs and measures?.
In a trade agreement, therefore, the quantity of the goods exchanged against a price, due to its being subject to the rule of law, shall be expressed through units of measurement that are lawful or anyway tolerated, and lawful shall also be the metric instruments employed (such as the scale used for the determination of the weigh of sold merchandise) and the manner in which they are operated.
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From what thus far explained, hence, follows that, as the negotiating autonomy, for this specific matter, is limited by imperative laws and regulations ? particularly, in the case at hand, by directives regulating the metric system ? a legal transaction, when stipulated in violation of binding laws, shall be deemed void due to total or partial nullity of the trade, as indicated in Art. 1418 of the Civil Code.
As per the juridical analysis of the considerations arising from the question placed under our attention, we feel we should also emphasize that the violation of said imperative laws and regulations, in their connotation as above outlined, besides rendering void the completed transaction, when the trade is performed in violation of metric laws, is such as to extend its field of influence over to the criminal sphere.
We can positively say that in (legal) metrology the principles of legality of our juridical system are those stated in Art. 1 of the aforementioned Comprehensive Text of August 23, 1891 No. 7088, as well as the aforementioned Art.11 of the same law, which explicitly establish the binding nature of the law on weights and measures, and units of measurement to be employed.
Thus, all trades must ? and can ? be performed through the use of legal units of measure, which are in turn strictly limited to the list included in the related legislation.
For that which concerns us, the aforementioned Art. 1 states that the unit of measure for weight is ?the gram, equalling one thousandth of an international kilogram? (the gram as a unit of measure for weight, is currently the international kilogram, as indicated in Art. 1, Law of December 13, No. 2886); the unit of measure for capacity is, once again as indicated in Art. 1, the ?litre, a volume of one-thousand milligrams of pure water at a temperature of four degrees Celsius?
In conclusion, in consideration of what thus far explained, and as to offer a response to the enquiry to us submitted by our Client., we may affirm the following:  
There is no law nor regulation, within the Italian or international legislative system, forbidding the sale of the product object of our Client?s interests (adhesives and glue-related products) in litres rather than kilograms, due to the added reason that the said product, as pointed out by our Client, is of liquid composition. It naturally ensues that, in theory and in absence of an express ban, our Client may proceed to sell its products using the litre, instead of kilogram, as unit of measure.
This does not prevent that, should our Client manufacture its product or purchase products based on kilograms, with the purpose of selling the end product in litres, it would plainly become necessary, so as to prevent any form of relevant offence, to identify and clearly state the conversion factor used to account for the ?actual value?, entailing an equivalence of the goods traded, regardless of the unit of measure actually used for the trade.
To identify such conversion factor it shall be necessary to take into consideration a number of technical parameters (such as temperature and specific weight), and proceed to a specific analysis and identification of an accurate procedure, to perform which the assistance and counsel of experts is inescapably necessary, so as to carry out thorough tests and materially see to the matter, as stated in the premise of the present opinion.
Particularly, what we may define, wholly a-technically, as ?conversion procedure? shall be scientifically validated, from beginning to end, and shall keep the procedural standards and characteristics steady and unvaried, so that, for example, temperature ? a factor that may produce variables in the procedure and thus in the final product ? shall remain fixed and the product may not result more or less diluted, but shall maintain the same degree of density.
In a juridical sense, for that which concerns us, we may affirm that the sale by litres of the our Client?s product does not present any sort of risk, in the sole hypothesis where the specific factors of calculation for the conversion be specifically identified, and a precise and unchanging procedure to perform such conversion be described, declared, and validated.
It is nonetheless advisable to complement the legal opinion here formulated, and the technical tests and evaluations obtained from experts in the field, with a fiscal-accounting opinion highlighting possible difficulties that may arise in case the operation here discussed should take place.

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