PREAMBLE
These general sales conditions apply in full to every pre-order unless otherwise stipulated in writing by our Company. The request for products and the completion of the pre-order by the Buyer imply their full and unconditional acceptance of our Company’s general sales conditions, even if not signed by them. These general conditions are outlined below and are considered known to all parties.
PRICE LIST UPDATES
Price list updates are subject to the general sales conditions outlined on our website. These conditions are deemed accepted upon submitting the pre-order.
ORDERS
Every pre-order made on the website by the Buyer must be confirmed by a written acceptance (Customer Order Confirmation) from our supplying Company. The order’s transmission binds the Buyer to the prices, list conditions, and general sales conditions of our Company in effect on the date of the Order Confirmation, unless otherwise specified in writing.
ORDER CONFIRMATION
The order confirmation between the buyer and the supplying company will be the document binding the parties; the pre-order on the website does not bind the parties. The sales contract is considered concluded, becoming binding for the parties, upon the supplying company’s Order Confirmation reaching the Buyer (via email, fax, mail, or in person). The Order Confirmation sent by the supplying company defines and reports all the definitive and binding conditions and contents of the contract, entirely replacing the order sent by the Buyer. If the Order Confirmation includes additions, limitations, or other changes to the Order, the Buyer’s consent to these changes is tacitly given unless contested in writing within 24 (twenty-four) working hours of receiving it. The Order Confirmation and these general contract conditions will prevail in any case over any general or specific purchasing conditions prepared by the Buyer.
CONTRACT OBJECT
The contract concerns the supply of food ingredients for the quantities specified in the Order Confirmation by supplying companies. Samples of material requested by the customer from manufacturing companies listed on the site for testing or other purposes are not part of this contract. Our Company assumes no responsibility for processing phases subsequent to product supply, including their interaction with other ingredients.
PRICES
Prices are always Ex Works (in force) unless otherwise agreed between the parties. Prices applied are those listed in the price list or the latest offer sent to the Buyer by the manufacturing companies or our Company, valid at the time of delivering the buyer’s invoice for products from suppliers, with the respective value-added taxes applied, unless otherwise indicated in writing in the Order Confirmation or another document.
PAYMENT CONDITIONS
Payment must be made, unless otherwise agreed in writing, according to the terms specified in the Order Confirmation or the proforma invoice sent by the manufacturing company, by bank receipt or bank transfer to the bank indicated in the proforma invoice. Our Company and manufacturing companies reserve the right to request advance payments, even as advances, concerning changes in customs procedures due to new political setups and/or changes in international agreements between States, resulting in additional costs for manufacturing companies listed on the site.
DELAYED PAYMENTS
In case of delayed, partial, or non-payment by the Buyer, the Company issuing the proforma invoice reserves the right to immediately suspend the supply and/or terminate all ongoing contracts with the Buyer, even if unrelated to the payment in question, except for the right to compensation for damages. In case of delayed, partial, or non-payment, interest on arrears will accrue on all due amounts as per Legislative Decree No. 231/2001 without the need for formal notice, and all credits will become immediately due, forfeiting the benefit of the term. No claims for any defaults, exceptions, or legal actions of any kind may be raised or exercised by the Buyer without the full payment of the price. No offsetting is allowed between the price due to our Company and any credits claimed by the Buyer. The Buyer is obliged to pay the full price even in case of disputes, operating the “solve et repete” clause.
DELIVERY
Unless otherwise agreed, the delivery of the goods is considered Ex Works (EX Works – INCOTERMS in force). Our Company has the right to make partial supplies and/or staggered deliveries of the goods. Delivery terms indicated in the Order Confirmation or the manufacturing company’s proforma are not essential terms unless expressly agreed in writing. Force majeure or other exceptional or unforeseeable circumstances occurring against our Company or our suppliers (such as industrial disputes and any other circumstances beyond the seller’s control, such as fires, wars, floods, droughts, strikes, breakdowns in production facilities, massive military mobilizations, revolutions, confiscations, embargoes, roadblocks, delays, or defects in deliveries by subcontractors due to any circumstance related to this clause) suspend delivery terms without any liability for our Company. Our Company and manufacturing companies will not be held responsible for delayed/non-delivery due to force majeure or other exceptional or unforeseeable circumstances occurring against our Company or our suppliers during the production/processing process or during loading and/or transportation. Delays caused by changes in customs procedures due to new political setups and/or changes in international agreements between States also fall under force majeure or other exceptional circumstances. In particular, but not limited to, reference is made to: increased customs formalities; application of duties; application of prohibitions or restrictions requiring specific import licenses; need for declarations regarding payments and tax obligations (e.g., VAT application); requests for information by customs authorities that were not requested in the past; possible return of the goods due to requests for documentation never requested in the past. No liability for damages caused by the actions referred to in this clause may be raised against our Company and/or manufacturing companies listed on the site. Delivery terms, unless otherwise agreed in writing, are not essential.
CUSTOMS AND CLEARANCE
Unless otherwise agreed in writing, the clearance of the goods is the responsibility of the Buyer. In the event that our Company or manufacturing companies listed on the site have to perform the clearance procedures, all related costs, taxes, and customs duties are at the expense of the Buyer.
RECEPTION OF GOODS
The Buyer is obliged to check the products’ quantities and quality upon receipt. The Buyer must check that the goods comply with the Order Confirmation regarding type, quantity, and quality. Any defects must be reported by the Buyer in writing within eight days from the goods’ receipt date, under penalty of forfeiture of any warranty and/or liability.
RETENTION OF TITLE
Until full payment of the price by the Buyer, our Company and/or manufacturing companies listed on the site maintain full and exclusive ownership of the goods delivered, without prejudice to the risk transfer clause.
WARRANTY
Our Company and/or manufacturing companies listed on the site guarantee that the products conform to the specifications indicated in the Order Confirmation and are free from manufacturing defects for a period of 12 (twelve) months from the delivery date. Any defects must be reported in writing by the Buyer within the terms indicated in the previous paragraph. Our Company and/or manufacturing companies listed on the site have the faculty to verify the existence of the defects claimed by the Buyer. Our Company and/or manufacturing companies listed on the site’s responsibility is limited to the replacement or repair of the defective products, excluding any other responsibility for damages of any kind. Our Company and/or manufacturing companies listed on the site are not responsible for any defects and damages that may arise from the Buyer’s improper storage, use, or processing of the products.
COMPLIANCE OF THE PRODUCTS
The Buyer undertakes to comply with all the laws, regulations, and standards concerning the goods sold by our Company and manufacturing companies listed on the site. The Buyer undertakes to comply with all the laws, regulations, and standards of the countries in which the products will be sold, especially concerning labeling, safety, and health aspects.
DISPUTES
Any dispute arising from this contract or connected with it will be settled definitively and exclusively by the Court of Bologna, with express exclusion of any other jurisdiction.
IMPORTANT NOTES
Our Company and/or manufacturing companies listed on the site reserve the right to modify these general conditions at any time. The Buyer will be notified of any changes in advance. Any modification will be effective upon notification. The contract, its validity, interpretation, execution, and resolution are subject to Italy law.
Date of last update: 15/12/2023