General conditions of sale

GENERAL CONDITIONS OF SALE

1) CONTRACT. DEFINITIONS. COMPULSORY FORM: These general conditions of sale (hereinafter the “General Conditions”) shall govern the sale between Euro3Plast S.p.A.(hereinafter “Seller”) and the client (hereinafter “Buyer”) of goods manufactured by or on behalf of the Seller with the Seller’s trademark (hereinafter the “Goods”), which cancel and replace the general conditions of purchase drafted by the Buyer, if any.

These General Conditions, which have been read and approved by the Buyer, shall also regulate any eventual subsequent sale of goods between the Seller and the Buyer, including sales agreed verbally, by letter, on other printed forms or in any other manner. 

Unless otherwise agreed in writing, neither these General Conditions approved by the Buyer, nor any further sale and purchase agreement ruled by these General Conditions, shall be construed as qualifying the Buyer as a party of any selective distribution network of the Seller, nor shall they  grant to the Buyer any exclusive right, any power to act in the name and/or on behalf of the Seller, nor shall they be construed as qualifying the Buyer himself as a distributor, agent, metamediary, virtual mall, dealer or affiliated party of the Seller. 

Any added clause or agreement contrary to the contents of these General Conditions as well as any amendment of these General Conditions shall be void unless made in writing. 

2) ORDERS: The purchase orders shall not be binding upon the Seller unless and until accepted by the latter in writing within 15 (fifteen) days from the receipt of the purchase order. In absence of a written Seller’s order confirmation within the above 15 (fifteen) days term, the order submitted by the Buyer shall be considered as not accepted. A confirmation of order different from the order as to elements other than object, quantity, price and delivery terms shall be considered to be accepted should the Buyer not communicate anything in writing to the Seller within 3 (three) days from the receipt of the order confirmation.

3) RIGHT TO SUSPEND THE PERFORMANCE. TERMINATION: The Seller shall be entitled to suspend or cancel the performance of the order in its sole discretion, even if the order has been confirmed, or to render the delivery of the Goods subject to advance payment in full of the price and of any other sum that may be due, or to presentation of adequate guarantees, should there be any failure or delay in compliance by the Buyer, either with regard to previous orders or to the order in question. The Seller will also be entitled to, in its sole discretion, proceed as above in the event of a change in the person of the Buyer, in its company structure or situation, in its financial or property situation or in its commercial image, as well as in the event of protests, executive or precautionary proceedings, suspension, difficulties or delays in fulfilling third party obligations and, in any case, should the Buyer be found to be in a state of insolvency or subject to composition procedures. All deliveries of Goods suspended and/or conditioned for grounds referred to in this article will be deferred until a first useful date for the Seller subsequent to the cessation of the situation that determined the suspension of the performance of the order and/or to the fulfilment of the condition. Should the situation that determined the suspension of the performance of the order and/or of the non-fulfilment of the condition last for a period longer than 6 (six) months, the Seller shall be entitled to declare the total or partial termination of the sale contract. 

4) DELIVERY. TERMS: The delivery term in use in absence of a different written communication by the Seller is Ex Works (Incoterms® 2020) Seller’s premises in Ponte di Barbarano - Mossano (VI). The place of performance of the delivery obligation shall be Seller’s premises in Ponte di Barbarano - Mossano (VI).

Should any delivery term belonging to Group C or D of Incoterms® 2020 be indicated in the order or order confirmation, in lack of specific written instructions in the purchase order from Buyer, shipments will be made by Seller with the means deemed most appropriate and charging the relevant costs to the invoice, without this giving rise to any claim.

The terms for delivery indicated in the order, in the confirmation of order or elsewhere are not of a mandatory nature for the Seller, but merely indicative. The Seller is therefore entitled to deliver all or part of said Goods in advance, or within a reasonable delay period, without this entitling the Buyer to request full or partial termination of the contract, claim compensation or indemnity, or invoke the responsibility of the Seller for any other reason.

The Seller shall not, under any circumstances, be responsible for delays in delivery due to force majeure, non-compliance by third parties, provisions put into force by public authorities (including those related to restrictions on freedom of movement for health, political or national security reasons), strikes, etc. 

Should the Buyer refuse or fail to take delivery of all or part of the Goods delivered at the place of delivery, the Seller may, at his own choice, require the Buyer’s compliance with the contract, or declare said contract terminated in full or in part. In both the above cases, the Seller maintains the right to claim compensation for all losses and damages. It is expressly stated that the Seller shall not be considered responsible for any risks or expenses that may derive from or relate to the stock of the Goods.

Should the Buyer delay collecting all or part of the Goods delivered at the place of delivery for whatsoever reason, the Seller may, at his own choice, require the Buyer to collect Goods within a specified period, or declare said contract terminated in full or in part. In both the above cases, the Seller maintains the right to claim compensation for damage. The Buyer shall indemnify the Seller against any and all costs, charges and expenses resulted from the aforesaid delay. 

In lack of any specific directions from the Buyer in the purchase order, the packaging of the Goods shall be carried out by the Seller at its discretion in the manner the latter deems most appropriate. Except in the event of Seller's wilful misconduct or gross negligence, in no event and for no reason shall the Seller be liable for any direct or indirect damages arising out of the choice of packaging methods.

5) CLAIMS. TERMS FOR SUBMISSION AND PROHIBITION OF SET-OFF: The Seller, also in its capacity of producer, undertakes to meet the specifications set out in the order and confirmation order, provided that any default or lack of conformity becomes apparent within 2 (two) years from delivery of the Goods, according to the delivery terms and conditions specified under article 4 above, and that the Seller is informed of the relevant complaint within 8 (eight) days from the date on which the default or lack of conformity was detected, being understood that the claim shall be delivered by way of written notice to the Seller by e-mail or registered letter.

Should any claim be pending between the Buyer and the Seller or should the Buyer allege any claim against the Seller, this does not constitute a justified ground for the Buyer to delay or suspend or deduct or set-off the payment of the price of Goods, in whole or in part. The Buyer does not have the right to set-off any credit resulting from the guarantee described in the preceding paragraph. In no case shall the Seller be held liable for loss of revenues or loss of image/reputation suffered by the Buyer for interruptions in the use of Goods because of defects.

6) PRICE AND PAYMENT: The price of Goods object of the sale agreement ruled by these General Conditions (hereinafter the “Price”) is indicated on the order confirmation.

The Price, and any other sum due to the Seller for any reason whatsoever, shall be paid by means of wire transfer to the Seller's bank account notified to the Buyer, unless otherwise instructed by the Seller in writing.

For each full or partial delay in payment, the Seller will be entitled to apply interest at the legal rate set forth in the Legislative Decree num. 231/2002, without prejudice to the right to claim compensation for further damages. The Seller may also, in that case, request that all sums become immediately due and/or terminate the contract, so far as permitted by law. 

7) ONLINE SALES OF GOODS: Should the Buyer resell the Goods online through its own e-commerce site, the recommended resale price shall be the one in the official price list in effect as sent by Seller, with the possibility of reducing the same price by a recommended percentage of no more than -10%. In any case, the Buyer agrees to resell the Goods on its e-commerce platform at a price consistent with the Seller’s brand awareness standards. 

The Buyer agrees to publish on its e-commerce the price of the Goods net of shipping costs, VAT and any other additional charges or costs.

The Buyer undertakes to safeguard the image of the Seller and the Goods as well as not to engage in any activity that may harm its position in the market and/or vis-à-vis its competitors. 

It is understood that any provision hereof shall not be construed as violating the provisions under EU Regulation 2022/720.

For the purpose of the resale of the Goods online, Buyer shall only use images and descriptions of the Goods provided by Seller. Any alteration or modification of the images or descriptions of the Goods by the Buyer is expressly prohibited. 

The Buyer shall use Seller’s trademarks and other distinctive signs (hereinafter the “Trademarks”) with Seller’s prior written permission, solely and exclusively for the purpose of indicating and advertising the Goods. 

Buyer agrees to indicate on its e-commerce site that Seller is the sole and exclusive owner of the Trademarks.

For any breach by the Buyer of the provisions set forth in this Article regarding the Trademarks, an irreducible penalty equal to Euro 10,000 shall apply, without prejudice to any greater damages. 

Any breach by the Buyer of the provisions set forth in this Article shall also entitle the Seller to terminate with immediate effect the contract of online sale of the Goods.

8) NO TRANSFER OR ASSIGNMENT OF ORDERS: The Buyer is prohibited from transferring or assigning the order without the prior written consent of the Seller. In the case of failure to comply with this clause, the Seller is entitled to terminate the contract, without prejudice to any further damages and remedies.

9) TRADEMARKS AND INTELLECTUAL PROPERTY RIGHT: Any form of reproduction or use of the Seller’s trademarks and intellectual property rights is strictly prohibited without the prior written authorization of the Seller.

The Buyer shall not deposit or cause to be deposited through third parties the Seller’s Trademarks or any trademarks, distinctive signs, patents, symbols, logos, names and any other industrial property rights which may be confused with those of the Seller.

The Buyer shall inform the Seller as soon as it becomes aware of any acts of unfair competition or infringement of the Seller’s industrial property rights (e.g., trademarks, distinctive signs, patents, registered designs, etc.) carried out by third parties.

10) MISCELLANEOUS: In case of any differences between the English and the Italian versions of these General Conditions, the Italian version shall prevail.

Any Seller’s delay in exercising its rights under these General Conditions shall not be construed as a waiver of the same in favour of the Buyer.

11) APPLICABLE LAW AND COURT OF COMPETENT JURISDICTION: These General Conditions and contracts executed by the Buyer and Buyer subsequent to the order offer shall be subject wholly and exclusively to Italian substantive law. The applicability of the Vienna Convention 1980 on the International Sale of Goods is hereby expressly excluded. For any dispute that may arise between the Buyer and the Seller, both with reference to the present General Conditions and to each contract concluded between said parties, it is hereby agreed that the competent court shall be that of Vicenza. The Seller further has the right to bring legal action against the Buyer before the court at the place of business of the Buyer.

The conditions contained in the preceding articles are hereby expressly accepted, in accordance with the provisions of articles 1341 and 1342 of the Italian Civil Code: 1 (Compulsory form), 2 (Orders), 3 (Right to suspend the performance. Termination), 4 (Delivery. Terms), 5 (Claims. Terms for submission and prohibition of set-off), 6 (Payments), 7 (Online Sales of Goods), 8 (No transfer or assignment of orders), 11 (Applicable Law and Court of Competent Jurisdiction).