TERMS AND CONDITIONS OF SALE
1. DEFINITIONS
1.1 Company means Sem.Ivà Srl and its comProductional divisions
1.2 Customer means the customer who orders the Products at the Company
1.3 Applicable Laws means any national, international, foreign or local law (including jurisprudence), regulation, European regulation, provision of law, regulatory instrument, standard, regulation, edict, statute or directive or guidance of governments or government agencies, including rules, regulations, guidelines or other provisions of the relevant regulatory authorities by force of law as well as any industry code of conduct in force from time to time
1.4 Order means any order from the Customer to the Seller for the supply of Products and/or Services in the form determined by the Customer from time to time
1.5 Products means the products (including their components and packaging) that the Seller shall provide to the Customer pursuant to a Contract in accordance with these Conditions
2. BASIS OF THE CONTRACT
2.1 Each Contract shall be subject to these Conditions with the exclusion of the application of other terms and conditions.
2.2 The Order is an offer made by the Customer to the Company and the relevant Order will become effective upon acceptance of such Order by the Company. Except in the case of previous cancellation by the Customer, the Orders will be deemed accepted if not refused by the Company by written communication within seven days from the date of the same. The Order number must appear on all correspondence and invoices relating to this Order. Orders may not be cancelled after such confirmation or shipment.
2.3 The delivery of the Products will be considered as precise evidence of the acceptance of these Conditions by the Company.
2.4 All orders placed must comply with the usual order procedures
2.5 The Company shall not supply the Products to the Customer before receiving a valid Order from the Customer.
2.6 All orders are accepted subject to availability of the Products.
2.7 All orders are subject to the minimum quantity requirements notified to the customer by the Company in due time.
3. PRICES
3.1 Unless otherwise agreed in writing, the Products will be sold and invoiced at prices of the Company on the date of the order. Catalogues, price lists and other material are provided for illustrative purposes only.
3.2 Prices DO NOT include standard delivery costs, but the Company reserves the right to make an additional charge or a possible discount, which will be notified to the Customer during the taking over of the order.
3.3 Prices do not include VAT and any other taxes excluded and these costs will be chargeable
against the Customer and invoiced to the same.
3.4 The Company reserves the right to revise prices to take account of any increases the costs of supplying the Products that may occur between the date of the order and the delivery.
4. PAYMENT
4.1 Payment of invoices must be received by the Company in full
within 30 days of the invoice date.
4.2 Specific contracts or agreements negotiated between the Company and the Customer render null and void the terms and standard conditions referred to in point 4.1. Payment for the products shall be made for in full and no later than the expiry date indicated on the invoice.
4.3 The Customer shall not have the right to refuse payment of any amount due to the Company regarding any claims for damages to the Products or alleged violations of the contractual clauses by the Company and the Customer will not be entitled to any counterpart.
4.4 If the Customer makes the payment without identifying the Products in respect of which it is made, the Company may apply such payment in respect of any sums to it due.
4.5 Without prejudice to the other rights of the Company, in the event that the Customer does not pay the amount on the due date:
4.5.1 The Company shall have the right to cancel any contract entered into with the Customer and/or to suspend deliveries;
4.5.2 In the event of late payment, the Company reserves the right to charge interest under applicable law on late payments.
4.5.3 The Customer will indemnify the Company for all costs (including legal fees) reasonably incurred in an attempt to recover arrears due;
4.5.4 The entire outstanding balance for the Company by the Customer, for any reason, will become immediately due and payable.
4.6 The Company reserves the right to request the Customer to pay in advance for the Products in the event that the Customer does not respect the commitments made to the Company
5 DELIVERY
5.1 Delivery will take place when the Products are downloaded at the customer’s premises or in the place specified in the Customer’s order. The unloading, to be carried out by the customer, must be completed within 2 hours of arrival of the vehicle at destination. The customer assumes responsibility for any additional charges due to prolonged stops, transhipments and non-delivery of cargo
5.2 The dates and times estimated by the Company for the delivery are estimates only and the Company will not be responsible for any delays in meeting the delivery dates.
5.3 The Company shall endeavour to deliver the quantity of Products ordered by the Customer. The Customer may not refuse the Products or part of them due to partial delivery.
5.4 The Company may invoice the Customer for the reasonable additional costs (including storage) arising from the change in the delivery, or from the delay thereof, following the Customer’s instructions or default. Clause 4 will apply to these costs.
5.5 The Company may deliver the Products in batches, in which case each lot shall constitute a separate order. Failure to deliver or incorrect delivery of one or more lots will not give the Customer the right to refuse the entire order, nor to cancel the delivery of any subsequent lots.
5.6 The yield of pallets is an indispensable condition in order to guarantee the service. In the event of total or partial shortfalls in the return, the same will be charged at the real market cost.
6. RISK
The risk of the Products will remain with the Company until they are delivered in accordance with the Contract after which the risk of the products will pass to the Customer.
7. CONTROL AND CLAIMS FOR COMPENSATION
In case of missing or damaged goods, the Customer must make a written reservation on the DDT upon delivery. Claims not substantiated by this written reservation will not be considered. The Customer, as soon as reasonably possible after delivery, will inform the Company’s Customer Service Department of any potential claim for compensation, in writing (fax, e-mail or post), within the following period of time:
7.1 In relation to damaged Products or Products not conforming to the Customer’s order, within 48 hours of delivery;
7.2 In relation to a partial delivery, within 48 hours of the invoice being issued".
Claims notified without respecting the above terms will be refused.
8. SAMPLE AND DESCRIPTION
The Products will conform to their general description, as indicated in the delivery receipt, but the Company may, from time to time, modify the composition, packaging, production processes and other characteristics of this type. The description on the packaging of the Products that the Company provides will not constitute representations of the terms between the parties and, in particular, any quantity indicated on any package, invoice or delivery, will be interpreted for the purposes of contracts between the parties as subject to customary tolerance.
9. WARRANTY AND LIMITATION OF LIABILITY
9.1 With regard to all Products supplied pursuant to this Agreement, the Company undertakes and guarantees to the Customer that:
(a) the Products supplied (including packaging and all ingredients and adjuvants) correspond to the nature, substance, specification and description ordered by the Customer, to the highest professional standards, are of satisfactory quality and suitable for the purpose, in accordance with the Specification, comply with Applicable Laws and any samples provided to the Customer.
(b) all Products (and their packaging and ingredients and adjuvants) which are or will become foodstuffs or which will be used in the preparation of food or otherwise intended for human consumption:
(i) comply in all respects with the requirements of all Applicable Laws relating to Products/Foodstuffs currently in force and with all regulations and codes of ethics issued pursuant to those Applicable Laws; and
(ii) they have not undergone any irradiation process at any time during their preparation;
(iii) do not contain ingredients wholly or partly composed of, or containing, materials produced or derived from genetic modification or recombinant DNA technology
(iv) are accompanied by accurate, complete and comprehensible instructions concerning the treatment, use and/or storage of the Products; and
(v) are fit for human consumption.
(c) the Products (and materials provided as part of the Services) and their specific use by the Company do not infringe any Intellectual Property Right.
(d) Products are not dangerous or harmful to health.
(e) Company, and all Products (including packaging, ingredients and processing aids) and/or Services observe (also with regard to the consumption of raw materials, production, discharge of products with regard to the control of microbiological risks, from foreign bodies and chemicals, including contaminants, pesticide residues and allergens) the quality assurance policies in force from time to time and, in particular, the industry standard guidelines established by the HACCP protocol (risk analysis and critical control points).
9.2 To the fullest extent permitted by law, all conditions and warranties, whether expressed or implied by statute, customary law, use or otherwise, as explicitly defined in these Terms are excluded.
9.3 The Company’s liability under these Terms will only be effective if any claims for damages are notified in accordance with clause 7.
9.4 In accordance with Clause 9.3, the Company will fully discharge upon the Customer any proven liability arising from the warranties under Clauses 7, 8 and 9.1 or Clause 9.2, or arising from the complete breach of the Terms, by replacing the Products at its discretion and the Customer will accept such replacement to settle any claims for compensation in relation to the defects found.
9.5 In the event that the Products are sold by the Customer to a consumer and subsequently a claim for compensation is filed against the Customer, the Company may discharge its liability by indemnifying the Customer in accordance with the provisions of any court order filed against it, or make any payment in favour of the Customer who has submitted the claim for compensation, to the extent that such a claim can be attributed to a breach by the Company.
This compensation will be limited to the maximum price of the Products subject to each claim and will be subject, by the Customer, to:
9.5.1 Cooperation with the Company in handling the claim;
9.5.2 Keep the Company informed of any issues relating to the claim;
9.5.3 Implement any legal measures or negotiations for payment, in accordance with the Company’s instructions, and;
9.5.4 Allow the Company to assume responsibility for the handling of the claim, at its discretion.
9.6 In accordance with clause 8.7 below, should the Customer suffer direct loss or physical damage, directly attributable to a violation of these terms by the Company, the Company’s liability for such loss or damage shall be limited to the maximum price of the Products in question.
9.7 The Company shall not be liable for any loss or damage, whether direct or indirect (including, but not limited to, loss of profit and goodwill and any loss that was not a reasonably foreseeable result of breach of warranty or conditions at the time of entering into this contract, whether it was a direct and natural result of such a breach) and whether or not due to negligence, misunderstanding, breach of any legal duty or any condition, warranty or other.
9.8 Nothing in these Terms shall limit the liability of the Company arising from or in relation to any claim for compensation for death or personal injury caused by the negligence of the Company, or any other liability, to the extent that it cannot be limited or excluded by law.
9.9 The parties agree that the limitations contained in this clause are reasonable in light of their liability and the availability of insurance coverage.
10. TITLE
10.1 The Company will retain all ownership and ownership of all Products delivered to the Customer, or any part thereof, until the Customer has paid all sums due to the Company.
10.2 If any part of the Products should remain unpaid to the Company by the Customer:
10.2.1 The Customer shall retain the Products as a trustee for the Company and store the Products separately from its other movable property and in such a way as to clearly highlight that they belong to the Company;
10.2.2 The Customer will not pledge and will not guarantee in any way, to cover any debts, any of the Products, which remain the property of the Company;
10.2.3 The Customer shall deliver or have delivered to the Company the Products on request and the Company may, without limiting any other right or remedy available to it, according to the rules of civil law or by statute, seize, repossess the Products and/or resell them at its discretion and, in exercising these rights, the Company may enter the premises where it reasonably believes that the Products are kept;
10.2.4 The Customer may only sell, transfer or otherwise dispose of the Products for its customers during the normal course of its business and in accordance with these Terms;
10.2.5 If the Customer is paid by or on behalf of any Customer or receives the proceeds of any claim for insurance compensation in respect of the Products, he will pay such proceeds to the Company as soon as reasonably possible, after receipt, until the Company has been paid in full and will act as trustee for the Company, with a separate account of the proceeds;
10.2.6 The Customer shall take all necessary care (or ensure that it is adopted) to take care of the Products and the Customer will assume exclusive responsibility for the insurance of the same and will compensate the Company for any losses suffered or incurred by the Company, resulting from the lack of insurance coverage of such Products.
11. RESPONSIBILITY OF THE CUSTOMER
11.1 The Customer will guarantee the maximum cooperation for any campaign of withdrawal or recall of the product organized by the Company, in order to recover the Products concerned and avoid the sale to third parties.
11.2 All information received from the Customer by the Company, relating to the Company’s activity, will be considered confidential and the Customer will not use or disclose such information without the Company’s express permission, unless they are in the public domain (in any other way except failure to comply with the obligation).
12. TRADE MARKS, PATENTS AND COPYRIGHT
12.1 The Customer acknowledges the ownership and ownership by the Company of all trademarks, service marks, patents, copyrights and other intellectual property rights in relation to the Products.
12.2 The Customer shall not take any action to infringe, nullify, remove, alter, hide or misuse such trademarks or copyrights.
12.3 The Customer shall promptly notify the Company if it becomes aware of any infringement of such intellectual property rights by third parties and will provide reasonable assistance to the Company in relation to any and consequential legal action.
13. FORCE MAJEURE
13.1 The Company shall not be liable to the Customer for any reason in the event that the Company cannot fulfil its obligations, in whole or in part, due to a force majeure event, an expression that means:
13.1.1 Natural Disaster, Fire, Flood, Storm, Power Outage, Reduction of Electrical Power Supply, Mechanical Failure or Shortage of Materials or Stocks or any other Circumstance beyond the reasonable control of the Company and;
13.1.2 Under the control or not of the Company, strikes, lockouts or industrial disputes in relation to the Company or any other party or action taken by the Company, related or consequential.
13.2 In this case, the Company may, at its discretion, suspend the performance or cancel the contract or any portion of it not yet fulfilled without incurring any liability or loss and without prejudice to the Company’s rights to receive payment of the price of all Products previously delivered.
14. WAIVER
No waiver by the Company of any breach of the Customer’s obligations hereunder shall constitute a waiver or any breach or prior or subsequent obligation and the Company’s rights shall not be affected by any delay, failure, failure or omission to impose any obligation on the Customer.
15. NON-ALLOCATION
The Customer may not assign, transfer or subcontract the benefit or burden of any order or any part thereof without the prior written consent of the Company. The Company may assign, transfer or subcontract the benefit or burden of any order or any part thereof to any company in its Group.
16. COMPLETENESS AND SEPARABILITY
16.1 The Contract represents the entire agreement of the parties in relation to its subject matter and exceeds any prior agreement or understanding, written or verbal, between the parties themselves regarding that subject matter. The parties acknowledge that the Contract has not been concluded, in whole or in part, relying on guarantees, promises or statements made by one party or on its behalf, and that no guarantee has been given, promise or statement other than as expressly provided in the Contract.
16.2 Each party agrees that the only rights and remedies it may have arising out of or in connection with any statement, guarantee, promise or statement shall be those relating to the breach of contract, irrevocably and unconditionally waiving any right relating to claims, rights or remedies, including the right to terminate the Contract, which it may have, in any capacity, in relation to them.
16.3 Any warranties and conditions, terms and dispositions that are not provided for in the Contract, implied by law or otherwise, shall be deemed excluded, to the extent permitted by law.
16.4 Nothing in this Condition shall exclude any liability for fraudulent statements.
16.5 If and to the extent any rule or part of these Terms is found to be illegal, void or unenforceable for any reason, then that rule or part of it (as applicable) will be considered separate from the remaining rules or part of the applicable rules (as appropriate) and all remaining rules will remain fully applicable and take effect.
16.6 In particular, if any limitation of the liability of companies contained in these Terms is found to be illegal, void or unenforceable under any applicable statute or law, it will only be considered separate from that point onwards but, should the Company become liable for any loss or damage, such liability will be subject to all other relevant limitations contained in these Terms.
17. LAW AND PLACE OF JURISDICTION
These Terms will be interpreted in accordance with the laws of the country in which the Company is registered.
For any dispute arising from this contract, the Court of the Forum of Trani shall have jurisdiction.
18.COMMUNICATIONS
Unless otherwise agreed in writing, all communications that the Customer must send to the Company regarding the contract will not take effect, unless they are in writing and are sent to the Company at its registered address. In addition, communications can be sent by fax or e-mail, confirmed by first class mail on the day of transmission.
19. TITLES
The titles of these terms have only practical reference purposes and have no effect on the structure of the Terms.
20. TRADE SPECIFICATION STATEMENT
The Customer declares to have carefully examined, to know and to accept the present contract, every article and its single chapters.
This contract has been negotiated in its entirety.