These General Conditions cancel and supersede any previous agreement, verbal or written, made between Seller and Buyer on the subject matter governed by them.
Any and all amendments to these General Conditions shall result from a written agreement between Buyer and Seller, signed by individuals with appropriate authority.
Where the Buyer has its own general terms and conditions, these shall not apply to the relationship between Seller and Buyer, unless otherwise agreed between the Parties.
1) Order.
The Goods that are the subject of each purchase and sale between Buyer and Seller are described in the purchase order, (Order) which Buyer transmits to Seller in writing.
2) Contract. Absence of exclusivity in favor of the Buyer. Order and acceptance. Transfer of ownership.
The Contract for the Sale of Goods (Contract) consists of the Order and these General Terms and Conditions.
The provisions of the Order shall prevail over those of the General Terms and Conditions in the event of any conflict.
The Contract is concluded upon confirmation of the Order communicated in writing by the Seller to the Buyer (Order Confirmation)or, failing that, upon fulfillment of the Order.
Title to the Goods and all related risks of loss, spoilage, damage, or other harm shall pass to the Buyer upon delivery.
3) Price.
The Price of Goods (Price) shall mean the one resulting from the Order Confirmation (even if different from the Order), unless otherwise agreed in writing between the Parties in order to determine the Price for a specific period.
4) Delivery. Risk.
The Goods are delivered free to the destination specified in the Order, unless otherwise indicated in the Order itself. The costs of transporting the Goods shall be borne by the Seller until the Goods arrive at the destination. Changes to the destination communicated by the Buyer after the Order has been submitted shall not be binding on the Seller; in any case, any additional costs arising from the change in destination shall be borne by the Buyer, who shall pay them upon receipt of the relevant invoice from the Seller.
Delivery dates are specified in the Order and are considered indicative for the Seller. If delivery of the Goods is delayed due to a request or otherwise for reasons attributable to the Buyer, the risks arising from or inherent in the storage of the Goods after the delivery date indicated in the Order remain the responsibility of the Buyer.
Transportation and delivery documentation, and generally any documentation relating to the delivery of the Goods, shall be deemed validly signed on behalf of the Buyer by any person appearing to be authorized by the Buyer, even if such person does not possess powers of representation.
In the event that the Goods do not arrive at their destination or arrive damaged to the extent of being unusable, due to loss or damage during transport, the Buyer hereby irrevocably assigns its rights to the Seller or to third parties designated by the Seller, including the rights to claim compensation for damages that the Buyer would be entitled to seek from the carrier, freight forwarder, or any other party responsible for the shortages, losses, or damage, as well as to any of their beneficiaries.
5) Refusal to receive delivery.
If Buyer does not receive the Goods, in whole or in part, Seller shall, after 90 days, have the right to terminate the Contract. In such event, Seller shall be obligated to pay a penalty corresponding to the Price of the Goods subject to the terminated Contract, subject to compensation for any greater damages. Risks arising from or inherent in the storage of the Goods during the above period shall remain with Buyer.
6) Suspension of execution. Resolution.
Without prejudice to any other rights or remedies available to the Seller, the Seller shall be entitled at any time and without prior notice to suspend the fulfillment of the Order and/or terminate the Contract and/or make delivery of the Goods contingent upon full advance payment of the Price and any other amounts due, or upon the immediate provision of adequate security, should the Buyer be in whole or in part in default or in arrears with payments, including for previous deliveries or sums due for any other reason, regardless of the cause.
The Seller shall have a similar right in the event of changes in the Buyer’s financial situation and/or net worth, in the event of protests, pending enforcement or precautionary proceedings, suspensions, difficulties, or delays in fulfilling obligations undertaken, including those toward third parties, or in connection with any facts attributable to the Buyer that may be contrary to applicable regulations or lack transparency, clarity, and fairness, or that are detrimental to the integrity or reputation of the Buyer or of persons forming part of its organizational structure, corporate body, or its governing or management bodies.
7) Guarantees.
The Seller warrants that the Goods conform to the characteristics set forth in the Order Confirmation and to the qualitative and quantitative specifications established by the Italian Box Manufacturers Association in the publication “Corrugated Cardboard Packaging – General Information and Production Aspects, Technical and Commercial Guidelines,” available on the association’s website at www.associazionecis.it.
The warranty does not cover defects resulting from tampering or improper use of the Goods.
The fulfillment of the warranty, at the Seller’s sole discretion, may occur through the delivery of Goods confirmed to be missing and the replacement of returned Goods confirmed to be defective or, in either case, with a corresponding reduction in the Price.
No return of Goods will be accepted unless previously agreed upon.
All other warranties and remedies are expressly excluded, including any warranty of merchantability or fitness for a particular purpose.
8) Complaints. Prohibition of compensation.
Any claims regarding shortages or damage apparent upon external inspection of the packages containing the Goods must be made at the time of receipt, by means of a note signed by the Buyer and affixed to the shipping or delivery documentation.
Any claims for defects, damage, or shortages not apparent upon external inspection of the packages must be made by registered letter with return receipt or certified email sent to the Seller within 15 days of receipt of the Goods in the case of obvious defects, damage, and shortages; and within 15 days of discovery in the case of non-obvious defects.
The existence of complaints or requests for services related to the warranty on the Goods does not constitute a justified reason for the Buyer to delay or suspend payment of the Price, even in part.
9) Payments. Terms. Default interest. Forfeiture of the benefit of the term.
The Buyer is obligated to pay the Price as specified in the Order Confirmation.
In the event of total or partial failure to comply with the payment terms, interest shall accrue on the unpaid portion of the Price in accordance with the law, without the need for the Buyer to be formally notified of default.
The Seller may also declare that the Buyer has forfeited the benefit of the payment term and demand immediate payment of any amount due for any reason.
10) Data processing.
Under the terms of this Agreement and for the purpose of carrying out the activities related thereto, each Party may come into possession of and consequently process personal data relating to the other Party.
Pursuant to and for the purposes of Article 13 of EU Regulation 2016/679 (General Data Protection Regulation – Regulation) and Legislative Decree 196/2003 (Personal Data Protection Code – Code), the Parties, in their capacity as data controllers, hereby inform each other that their respective personal data will be collected and processed on paper or electronic media, in compliance with applicable law, in order to ensure security and confidentiality, and for the purpose of fulfilling legal obligations regarding accounting and tax matters, as well as to perform the obligations and exercise the rights arising from the contract. Personal data will not be disclosed. The Parties undertake not to process such data for purposes other than those indicated above.
Personal data may be disclosed, for the purposes indicated above, to banks, legal, tax, and accounting professionals and consultants, and companies providing services instrumental to the management of the contractual relationship, and may be made known to persons expressly authorized to process such data by each Party.
11) Organizational Model and Code of Conduct.
The Buyer represents and warrants that it is aware of and undertakes to comply with the Organizational Model and Code of Conduct adopted by the Seller and published on the Seller’s website at www.salco.it.
The Seller shall have the right to terminate the Contract at any time, with immediate effect, should the Buyer fail to fulfill the obligation set forth above.
12) Exclusive Jurisdiction.
For any and all disputes between Buyer and Seller the exclusive jurisdiction of the Court of Treviso is agreed.
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