for the sales and all contracts of Giovanni Bozzetto S.p.A. (Via Monte Grappa, 7 – 24121 Bergamo – P.I. IT04218720961)1. GENERAL TERMS AND CONDITIONS OF SALE
All our supplies and all contracts concluded with us are subject to the following terms and conditions of sale (the “General Terms and Conditions of Sale”). When Purchaser sends us a purchase order or accepts the delivery of the ordered goods, it accepts the General Terms and Conditions of Sale, which become immediately binding and fully effective. Where a continuing business relationship exists, all future contracts, supplies and services are also subject to these General Terms and Conditions of Sale.
2. OFFER, ORDERS, EXECUTION OF CONTRACT
Our offers are subject to change and non-binding. Orders are only valid and binding if confirmed by us in writing or if recognized by us through the act of delivery. Any additional verbal agreement, amendment and modification is valid only if confirmed in writing.
3. DELIVERY AND DEFAULT
3.1. Goods supplied shall be delivered Ex Works (Incoterms 2010). All risks of loss and damage to the goods supplied shall transfer to Purchaser according to such Incoterms.
3.2. Unless otherwise agreed, the date quoted for delivery is for information purposes only and not binding on us.
3.3. We are entitled to make partial deliveries which Purchaser may not unreasonably refuse. The corresponding invoices issued are due and payable without regard to whether the ordered delivery has been made in whole.
3.4. We shall not be held liable for damages resulting from a delayed delivery or the lack of delivery, unless in case of willful misconduct or gross negligence. Furthermore, in the event we are found liable, damages shall be in any case limited to the invoiced value of the relevant delivered items.
Except for cases with respect to which it is expressly provided for and agreed upon in writing, the Purchaser shall not return any packaging (e.g. pallets, barrel, IBCs) to us.
5. PRICES AND PAYMENT TERMS
5.1. Unless otherwise expressly agreed in writing, prices are quoted "Ex Works". Therefore, delivery and shipping costs and any applicable tax are not included and are at your charge.
5.2. The prices of the delivered goods are indicated in the relevant invoice. Payment shall be due according to the payment terms provided for in the relevant supply agreement and/or indicated in the relevant invoice. If no payment term is provided, goods shall be payable upon delivery.
5.3. Title to goods supplied will pass to Purchaser upon full payment of the goods delivered.
6. DELAYED PAYMENT OR DEFAULT
6.1. Payments shall be made in the currency indicated in the invoice to one of our bank accounts which we will notify in writing to Purchaser.
6.2. All payments shall be net of any bank deduction or transfer charges, taxes or other dues.
6.3. In case of delayed payment or default in the payment of any invoice, we have the right to late payment interest in accordance with Italian legislative decree 9 October 2002, no. 231 (as subsequently amended or integrated), without prejudice to our right to claim any greater damages, if any.
6.4. Should there be any reasonable doubts as to Purchaser's solvency or credit worthiness or in case of recurring delayed payments we are entitled to require payment in advance for deliveries not yet made and to require immediate payment of all our claims arising from the business relationship, without prejudice to any other claim of action.
6.5. Any arrangement regarding a payment plan, deferred payments or the like, shall be agreed upon in writing by our and Purchaser’s duly authorized representative.
7. FORCE MAJEURE
Any event and/or circumstance whose occurrence is beyond our control, including but not limited to strike, lock out, fire, explosion, flood, acts of God, natural disasters, shortage of raw material required for the productions of goods supplied, pandemics, wars (declared or undeclared) or acts of terrorism, (a “Force Majeure Event”), to which we are subject, shall, to the extent our performance is affected, discharge us from the performance of our obligations and Purchaser shall not have any right to reimbursement of costs or expenses, claim for damages or termination of any agreement or cancellation of any order.
8. QUALITY AND QUANTITY
8.1. All goods supplied shall conform to the specifications indicated in the sale statement sent by us to Purchaser upon the first delivery with respect to each product (i.e. trade name). Except for the representation above, we disclaim any and all other express or implied warranties with respect to the goods supplied.
8.2. We shall notify in writing of any change to any specifications of any sale statement already sent to Purchaser.
8.3. The quantity of the goods supplied is indicated in the bill of transport. Provided that notice is given to us in accordance to sections 8.4 and 8.5 below, Purchaser has the right to complain only if the discrepancy between the quantity stated in the bill of transport and the quantity supplied exceeds 0.5%.
8.4. Purchaser undertakes to examine and inspect the goods immediately after delivery; provided, however, that in case of goods in liquid form, supplied via tanker, such goods shall be inspected immediately upon delivery prior to the pouring of such goods in any Purchaser’s barrel or any other kind of container. It being understood that in no case we shall be responsible for any defect of quality and/or quantity of the delivery identified after the goods have been received and/or stocked and/used and/or mixed with other substances by Purchaser.
8.5. Purchaser shall notify us within 10 (ten) business days after the delivery - or in case of hidden defects within 10 days after their detection - if the goods supplied do not conform to the specifications indicated in the sale statement or if there is a material discrepancy, pursuant to art. 8.3 above, in the quantity indicated in the bill of transport. In case of a quality complaint Purchaser shall send a sample of the goods together with a report of the tests performed. Failure to proceed in the aforesaid terms and manner shall result in the goods being regarded as accepted. We reserves the right to review Purchaser’s complaints.
8.6. Any material shortage of quantity, pursuant to art. 8.3 above, and ascertained and notified in accordance to sections 8.4 and 8.5 above, will be made up in the next delivery of goods unless this proves unreasonable under the specific circumstances, in which case we will issue a credit note.
8.7. In case all or part of the goods delivered do not conform to the specifications indicated in the sale statement, Purchaser is entitled to return to us at our costs such non-conforming goods and we will promptly replace such goods with goods that conform to the relevant specifications and, at our own discretion, we will either recollect the non-conforming goods or pay for documented disposal costs of such goods by Purchaser.
9.1 In accordance with section 8.1 above, we warrant solely that goods supplied conform to the specifications indicated in the sale statements. Any warranty of merchantability or fitness for a particular purpose is expressly excluded.
9.2 Purchaser’s exclusive remedy and our sole obligation for any claim or cause of action, brought by Purchaser or any third party, in connection with the supply of goods governed by the General Terms and Conditions of Sale is expressly limited to either (i) the replacement of non conforming goods pursuant to section 8 above, or (ii) payment of an amount not exceeding the invoiced price of the specific quantity of goods with respect to which damages are claimed.
9.3 Purchaser shall be the sole and exclusive responsible person for any use of the goods delivered and shall indemnify, defend and hold us harmless against, and reimburse us for all losses, damages, costs, expenses, liabilities, that we may suffer or incur, or become subject to, or any third party’s claim, as a result or in connection with the use, application, transfer or any other process of the supplied goods after delivery.
You undertake to keep, and cause your directors, officers, principals, employees, agents and representatives (collectively, the “Representatives”) to keep, confidential the terms and conditions of the supply performed under these General Terms and Conditions of Sale (including but not limited to payments terms, prices, quantity supplied and specifications of goods) and any information provided by us in connection with the supply of goods unless such information (i) at the time of disclosure or thereafter is generally available to the public (other than as a results of its disclosure by you or your Representatives in breach of these General Terms and Conditions of Sale), (ii) was available to you on a non-confidential basis prior to disclosure by us, (iii) was, is or becomes available to you on a non-confidential basis from a person who is not bound by a confidentiality obligation with us. You will be responsible for any breach by your Representatives of this section 10.
11. PRIVACY LAW
In accordance with legislative decree 30 June 2003, no. 196 (as subsequently amended or integrated) on the protection of the privacy of personal data, Purchaser’s personal data will be processed, by automated or non-automated means, by us for commercial and administrative purposes only to the extent required for the performance of the purchase orders and the obligations provided herein. Such personal data may be transferred for the same purposes to private entities and/or public authorities, in Italy or abroad. Purchaser shall have the rights provided for under section 7 of legislative decree 30 June 2003, no. 196.
12. CODE OF CONDUCT
Purchaser represents to have read Giovanni Bozzetto S.p.A.’s Code of Conduct, made available on the website www.bozzetto-group.com and acknowledges and agrees to comply, and cause its Representatives to comply, with the principles and rules of conduct provided therein in the relationship with us. We shall have the right to immediately terminate any agreement or commitment by giving written notice to the Purchaser for any act or conduct by Purchaser and/or its Representatives aimed to or resulting in a breach of any of the provisions of the Code of Conduct.
13. PURCHASER’S GENERAL TERMS AND/OR CONDITIONS OF PURCHASE
It is expressly agreed that Purchaser’s General Terms and/or Conditions of Purchase, if any, shall not apply to any sale of goods supplied by us, whether or not incorporated in or attached to any purchase order or other document.
14. APPLICABLE LAW
The relationship between the parties shall be governed by, and construed in accordance with, Italian laws without giving effect to the conflict of law principles. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
15. DISPUTE RESOLUTION
All disputes arising out of or in connection with the supply of goods by us to Purchaser shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce, or alternatively, if Purchaser is established or incorporated in Italy, under the Rules of the Milan Chamber of Commerce, by one or more arbitrators appointed in accordance with the relevant Rules. The seat of the arbitration shall in any case be Milan, Italy and the arbitration shall be conducted in English language, unless both parties agree on Italian language. The expenses of the arbitration proceedings shall be borne by the parties in accordance with the applicable determinations of the arbitrator or the arbitration panel.
The General Terms and Conditions of Sale are available in English language and in Italian language. In case of conflicts or discrepancies between the version in the English language and the version in the Italian language, the latter shall prevail.
In accordance with articles 1341 and 1342 of the Italian Civil Code, Purchaser expressly and unconditionally accepts each and all the following provisions: art. 3 (Delivery and Default), art. 5 (Prices and Payment Terms), art. 6 (Delayed Payment and Default), art. 7 (Force Majeure), art. 8 (Quality and Quantity), art. 9 (Liability), art. 12 (Code of Conduct), art. 13 (Purchaser’s general terms and/or Conditions of Purchase), art. 14 (Applicable Law), art. 15 (Dispute Resolution).