1.1. The following terms, as used in these General Conditions of Sale and written with an initial capital letter, will have the following meanings:
1.1.1. “Purchaser” intends the person or company that buys Products (see definition) directly from the Vendor in accordance with the conditions stipulated in the Contract.
1.1.2. “General Conditions” intends these General Conditions of Sale.
1.1.3. “Contract” intends the agreement stipulated between the Vendor and the Purchaser for the sale of Products following the acceptance of the Order by the Vendor.
1.1.4. “Order” intends the order for the purchase of Products sent by the Purchaser to the Vendor in accordance with the terms and conditions stipulated in these General Conditions.
1.1.5. “Products” intends the products supplied by the Vendor to the Purchaser in accordance with the Contract and these General Conditions.
1.1.6. “Party” intends the Vendor or the Purchaser, individually.
1.1.7. “Parties” intends both Vendor and Purchaser.
1.1.8. “Vendor” intends Ecoplasteam S.p.A.
- General Provisions
2.1. The terms and conditions present in these General Conditions are an integral part of all Contracts agreed between Vendor and Purchaser for the supply of Products.
2.2. These General Conditions apply to all transactions concluded between the Vendor and Purchaser without the need for an expressed reference to them or a specific agreement to that effect at the conclusion of each individual transaction.
2.3. The issuing of an Order on behalf of the Purchaser will result in the full, unconditional and irrevocable acceptance of these General Conditions by the Purchaser and the automatic waiver of their own general conditions of purchase or any other standard purchase contracts.
2.4. Any terms or conditions that vary from these General Conditions will only be applicable if confirmed in writing by the Vendor.
2.5. The Vendor reserves the right to modify, supplement or change these General Conditions, by attaching the variations to any offers or correspondence sent in writing to the Purchaser.
- Offers and Orders
3.1. Any offer made by the Vendor will not be considered binding, in particular with reference to quantity, price and delivery terms.
3.2. Orders placed by the Purchaser shall not be considered accepted until written confirmation has been issued by the Vendor via email/certified email/registered post with confirmation of delivery. Should the Vendor fail to provide written confirmation of an Order that has been agreed verbally, nonetheless the issuing of an invoice by the Vendor or the completion of the Order by the Vendor will result in confirmation of the Order.
3.3. Orders and/or changes to Orders made in person or by telephone must be confirmed in writing by the Vendor. Otherwise, the Vendor will assume no responsibility for any eventual errors or possible misunderstandings.
- Cost and Terms of Payment
4.1. The cost of the Products (“Cost”) will be indicated to the Purchaser by the Vendor upon conclusion of the Contract, except as provided for by Article 4.2.
4.2. The Cost intends the net price before tax. All other costs, including (for example, but not limited to) transportation and any related fees and taxes, are the responsibility of the Purchaser.
4.3. Payment of the Cost must be completed within the terms agreed to by the Purchaser upon signing the Contract.
4.4. In the case of (full or partial) failure to pay for Products within the agreed terms, the Vendor retains the right to terminate the Contract and request compensation for the damages suffered. In all circumstances, default interest rates will be applied in accordance with Legislative Decree No. 231 of 9 October 2002.
4.5. In the absence of written consent from the Vendor, the Purchaser is not entitled to withhold payment, or any compensation or reduction in Cost.
- Terms of Delivery
5.1. Unless otherwise agreed between the Parties, the Products will be delivered within the terms indicated by the Vendor in the Contract.
5.2. Unless otherwise specified in the Contract, the delivery of the Products ordered will always take place at EX WORKS, Via Gambalera 180, Spinetta Marengo, Alessandria, Italy.
5.3. Upon delivery, it will be the responsibility of the Purchaser, courier, shipping agent or any other third party involved in the delivery on behalf of the Purchaser, to check and verify the integrity of the Packaging (as defined below) and to report, immediately and in writing, any problems to the Vendor.
5.4. The Vendor reserves the right make the partial delivery of Products ordered.
5.5. Unless otherwise agreed with the Purchaser and confirmed in writing, the Vendor is not obliged to accept the return of Products. Any costs related to the eventual return of Products will be incurred by the Purchaser.
- Force Majeure
6.1. The Vendor will not be held responsible for the failure to complete an Order, or any delay in completing an Order, as a result of unforeseen circumstances, which lie beyond the control of the Vendor, such as (for example, but not limited to) force majeure, decrees by military or civilian authorities, priority requests by governmental authorities, legal restrictions, fires, explosions, trade embargoes, revolution, riots, strikes, industrial action, the lack of materials, electricity, fuel or transportation, or restrictions in the usage of energy sources.
6.2. In the event of such a delay or failure, the production capacities of the Vendor will be considered on-hold for the entire duration of the aforementioned unforeseen circumstance/s. Additionally, under such circumstances, the Vendor reserves the right to terminate the Order.
- Terms of Warranty
7.1. The Vendor guarantees that the Products are free from defects and conform to the technical specifications issued by the Vendor.
7.2. The Purchaser assumes all risk and responsibility in relation to results obtained in using the Products, as standalone products or alongside other products.
7.3. This warranty applies only to highest quality range products and not to any eventual waste products or products sold as being of inferior quality to the standards and specifications issued by the Vendor.
7.4. The warranty does not cover Product defects caused by (i) improper use, (ii) incorrect maintenance or lack of maintenance, (iii) the use of the Product contrary to guidelines issued by the Vendor, or in any case different from which it is intended, (iv) the use of the Product alongside other components, (v) unsuitable storage.
7.5. Any eventual claims regarding defective Products must be communicated in writing to the Vendor within eight (8) days from the date of Product delivery. In the case of defects undetectable at the moment of Product delivery, the period of 8 (eight) days starts, upon penalty of forfeiture, from the date of discovery of the defect. In all circumstances, the warranty is expressly limited to the free replacement of the defective Products and does not foresee any other form of compensation for further damages or expenses of any kind. Any Product subject to a complaint cannot be returned to Vendor, or otherwise disposed of, interfered with or moved on, without the prior consent of the Vendor.
- Limitations of Responsibility
8.1. The Vendor’s liability for defective Products and the Vendor’s liability for failure to deliver Products will not exceed the Cost of the defective Products purchased or the Cost of the undelivered Products, except as provided for by Law.
8.2. The Vendor will not be held liable for any accidental, indirect or consequential damages, including damages relating to loss of profit or business suffered by the Purchaser.
8.3. Any technical information supplied by the Vendor regarding the use of its Products is provided for information purposes only and the Vendor will not assume any obligation or responsibility in relation to the information supplied or results obtained. All such information is supplied and accepted at the complete risk of the Purchaser.
8.4. The Vendor will not be held responsible for any direct or indirect damage suffered by the Purchaser as a result of the use or non-use of its Products in other products, with the exception of instances covered by the warranty as indicated in Article 7, or in the case of fraud or gross negligence by the Vendor.
8.5. The Vendor will do everything in its power to deliver the Products within the agreed terms, but in no circumstance will it be held liable for direct or indirect damages caused by late completion of a contract or late delivery of Products.
8.6. The catalogues, pricelists and other promotional materials provided by the Vendor are to be considered indicative of the type of Product available and their cost, and as such are not binding for the Vendor. The Vendor will not assume any responsibility for errors or omissions contained within its pricelists or promotional materials.
8.7. Upon conclusion of this Contract, the Purchaser will arrange for a waiver of compensation to be inserted by its Insurer into its Product Liability policy – except in the case of fraud – towards Ecoplasteam Spa and its employees, and will provide appropriate proof of the aforementioned action to the Vendor.
- Compliance with Laws and Regulations
9.1. The Purchaser is responsible for ensuring that the Products are compliant with all laws and regulations in the countries that the Products are destined for, and for obtaining all required licenses and/or authorisations for the importation of the Products. Furthermore, the Purchaser undertakes to promptly notify the Vendor of any modifications necessary to make the Product compliant with the laws and regulations in the countries for which the Products are destined. In all circumstances, the Vendor retains the right to terminate the Contract should the modifications requested by the Purchaser not be – in the unquestionable judgement of the Vendor – economically viable.
9.2. The Purchaser assumes the responsibility of verifying, prior to the issuing of each Order, any eventual Product discrepancies with respect to the laws and regulations in force in the countries which the Products are destined for. Upon conclusion of the Contract, the Purchaser will not be able to refuse the Products by citing the aforementioned discrepancies. Furthermore, should the Products in question not confirm to laws and regulations in force in the countries for which they are destined, the Purchaser will in no way hold the Vendor responsible and the Vendor will remain free from an eventual liability arising from the aforementioned non-conformity of same Products.
Unless otherwise agreed between Vendor and Purchaser, the materials or containers (“Packaging”) used by the Vendor for the delivery of the Products will remain the property of the Vendor. The Purchaser undertakes to return the Packaging intact – paying any related shipping costs – to the location and within the terms indicated by the Vendor. In the case of unreturned Packaging, within the terms outlined in Article 10, or in the case of Packaging being returned in an incomplete state and/or after the date indicated, the Purchaser will forfeit the right to any deposit paid to guarantee the fulfilment of the obligations outlined in this article. In the case of the Packaging not being returned within the terms provided by in this Article 10, or in the case of the Packaging being returned in an incomplete state and/or after the date indicated, the Purchaser will forfeit the right to any deposit paid to guarantee the fulfilment of the obligations outlined in this article. In the event that no deposit is requested by the Vendor, the Purchaser undertakes to reimburse the Vendor for the commercial value of the damaged and/or unreturned Packaging, within the terms indicated by the Vendor.
- Intellectual Properties
11.1. The Purchaser expressly recognises that the trademarks, trade names, designs, layouts, specifications, technical and commercial nomenclature, documentation, know how, samples, catalogues, brochures, patents and any other intellectual property rights utilised by the Vendor in relation to its Products are the exclusive property of the Vendor, and in no circumstance can it be interpreted that the Purchaser has been granted license for their use.
11.2. The Purchaser can use the trademarks, trade names and any other intellectual property rights held by the Vendor in relation to the Products for commercial purposes only, and only with prior written consent from the Vendor.
11.3. The Purchaser undertakes not to circulate or reproduce in any form the intellectual property rights or reveal the contents of the intellectual property rights to third parties without prior written consent from the Vendor. Furthermore, upon becoming aware of any violation of the intellectual property rights belonging to or licensed to the Vendor, the Purchaser undertakes to promptly notify the Vendor of the aforementioned violation/s, and to provide, upon request from the Vendor, all possible assistance needed for the Vendor to defend its intellectual property rights. The Vendor retains the right to decide, at its discretion, what action to take in respect of any violations.
11.4. The Purchaser must store, in the same way it would its own confidential information, and in any case with a reasonable degree of due care and attention, any information provided by the Vendor in writing or in any other form.
11.5. The obligations set forth in this Article 11 remain valid for a period of 10 (ten) years from the conclusion and/or termination of the Contract, commencing from the date of conclusion and/or termination of the Contract.
- Contract Termination
12.1. Contracts may be immediately terminated by the Vendor, by providing written notification to the Purchaser, in the event that:
12.1.1. The Purchaser does not provide payment of the Cost within the terms indicated in the Contract or General Conditions;
12.1.2. The Purchaser suffers an insolvency claim or is subject to a declaration of bankruptcy, suffers financial failure, becomes insolvent or is in anyway unable to meet its financial and commercial obligations;
12.2. The termination of the Contract will render any payments owed by the Purchaser for already delivered Products immediately payable.
- Processing of Personal Data
13.1. All personal data pertaining to the Purchaser will be processed in accordance with EU Regulation No. 679/2016 and Legislative Decree No. 196/2003. The Vendor informs the Purchaser that the Vendor is the controller of the data and that the personal data belonging to the Purchaser is collected and processed, both in paper and electronic form, exclusively for the execution of Orders and other purposes related and instrumental to the execution and management of the contractual relationship with the Purchaser.
13.2. The Vendor will store and process this data, within the company, for a maximum period of 10 years, and will only pass the necessary data on to fulfil any legal obligations.
13.3. The Purchaser acknowledges that the provision of any such data is entirely optional, however failure to provide the required data will make it impossible to finalise or carry out Orders.
13.4. In accordance with Article 15 of EU Regulation No. 679/2016 , the Purchaser retains the right to request the Vendor to update, correct, integrate, cancel or transform its data anonymously, by making a specific request to the Vendor.
- Applicable Law
These General Conditions, Orders and all Contracts are governed by Italian Law.
Any dispute arising in any form from these General Conditions and/or Orders concerning (for example, but not limited to) their interpretation, validity, execution, application and termination will fall under the exclusive jurisdiction of the Court of Turin.
- Final Provisions
16.1. These General Conditions are an integral part of both the Orders and Contracts and contain all agreements and understandings stipulated between the Parties on the matter in question, substituting any previous agreements, memorandums, letters of intent or understandings on the same subject
16.2. The Purchaser cannot distribute press releases or other advertising material
regarding or referring to these General Conditions and/or Orders and/or Contracts without prior written permission from the Vendor
16.3. The eventual invalidity of one or more of the clauses contained in the General Conditions and/or Orders and/or Contracts does not affect the validity of the remaining provisions.
16.4. These General Conditions have been drafted in two languages: Italian and English. In the case of any doubts of interpretation, the Italian version will prevail. In accordance with and pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Purchaser specifically approves the following provisions: Art. 2.2 – Application of the General Conditions of Sale to all Contracts; Art. 4.4 – Failure to make payment; Art. 5 –Terms of Delivery; Art. 9 – Compliance with Laws and Regulations; Art. 8 – Limitations of Responsibility; Art. 11 – Intellectual Properties; Art. 14 – Applicable Law; Art. 15 – Jurisdiction.