Terms and conditions of sale
1.1 Pursuant to these general conditions of sale, the following shall be understood as:
– “TERAPLAST”: Teraplast S.p.A., with registered office in Castelgomberto (VI), Via del Progresso, n. 65, VAT number and C.F. 02892400249;
– “Buyer”: the natural or legal person who purchases the Products from TERAPLAST;
– “Contract”: the agreement between the parties relating to the sale or supply of items produced and/or marketed by TERAPLAST including all its appendices, agreed amendments and additions to such documents;
– “Product(s)”: any item sold or supplied by TERAPLAST within the framework of the Contract, in any case having as its exclusive object movable goods;
– “General Conditions of Sale (CGV)”: these General Conditions;
– “Price”: the sales fee invoiced by TERAPLAST, including all ancillary charges;
– “Price list”: the indication of the products marketed by TERAPLAST under the general marketing conditions;
– “Order”: the Buyer’s order containing the acceptance of the GSC;
– “Order Confirmation (CdO)”: confirmation of the Buyer’s acceptance by TERAPLAST.
2. SUBJECT AND ACCEPTANCE OF THE GENERAL CONDITIONS OF SALE
2.1 “All contracts and/or negotiations for the sale of TERAPLAST Products, concluded at the same time and/or after the signing of these GCS, are and will be governed exclusively by these GCS, which the Buyer hereby declares to know and to accept”;
2.2 TERAPLAST does not consider itself bound to different conditions without prior express written agreement of derogation;
2.3 The measurements, illustrations, drawings, prices and payment methods included in catalogues, prospectuses, circulars and price lists are not binding if they are not expressly referred to in the Price List.
3. CONCLUSION OF THE CONTRACT
3.1 The Price List, formulated in writing by TERAPLAST, may be revoked at any time before the Order is placed and will be valid until subsequent revision and communication by Teraplast;
3.2 The contract is considered concluded when the CdO is received by the Buyer;
3.3 The sales price list must be received in written form by signing it and the GCS;
3.4 The Buyer ratifies the actions of all its employees, collaborators and staff involved in the transmission and/or negotiation of the Order.
4. DELIVERY
4.1 Delivery is deemed to have been carried out in accordance with what is indicated in the CdO, interpreted according to the Incoterms Rules in force on the date of signing;
4.2 If the Buyer fails or refuses to receive the Product made available to him, without prejudice to the right to payment of the price, TERAPLAST has the right to deposit the Product with itself or third parties, at the risk and expense of the Buyer;
4.3 TERAPLAST will package the Product which will be considered to have been carried out in a workmanlike manner upon acceptance by the carrier;
4.4 The Product must be considered delivered excluding assembly unless otherwise agreed in writing between the parties.
5. TERMS
5.1 The agreed delivery terms must be considered non-essential unless otherwise agreed;
5.2 In the event of an extension of the delivery deadline, TERAPLAST will promptly communicate the new deadline to the Buyer;
5.3 If TERAPLAST were to postpone delivery beyond the expected deadline at the request of the Buyer or for reasons even indirectly attributable to him, all additional costs (e.g. for storage, handling and transport) are borne by the Buyer;
5.4 Any delays in the delivery of the goods do not give the Buyer any right to suspend the agreed payments and/or request compensation or compensation.
6. WARRANTY
6.1 TERAPLAST undertakes to deliver the Products made in a workmanlike manner, free of defects and compliant with the agreement between the parties and the regulations in force at the time of their delivery to the Buyer;
6.2 TERAPLAST guarantees the Products against hidden defects for twelve (12) months from the date of shipment. The forfeitures and provisions set out in the art. apply. 1495 civil code;
6.3 Once the warranty period has expired, no claims can be asserted against TERAPLAST in relation to alleged defects of conformity;
6.4 The warranty does not cover the parts of the Products subject to wear and defects deriving from improper installation and/or use and/or assembly of the Products themselves or from the Buyer’s failure to comply with TERAPLAST’s instructions, damages resulting from incorrect and negligent storage or service, and, in any case, alterations and/or repairs carried out by third parties without the prior written consent of TERAPLAST or resulting from normal deterioration of parts of the Products;
6.5 The guarantee ceases if the Acbuyer does not comply with the use and maintenance instructions and when the Products are used for applications that do not comply with their normal use and/or in a manner that differs from the technical specifications;
6.6 The warranty covers the cost of the material for the repair or replacement of defective parts supplied by TERAPLAST, which must be returned to the TERAPLAST headquarters (at the Buyer’s expense) for the necessary inspection;
6.7 The Buyer loses the warranty right in the case of use of non-original spare parts.
7. EXERCISE OF THE WARRANTY, CONDITIONS
7.1 The communication relating to the defect must be sent immediately by registered mail or certified e-mail to TERAPLAST, and must contain: a) all identifying data of the Product; b) date and number of the sales invoice; c) date and number of the transport document; d) detail of the defects found; e) name and contact details of the contact person;
7.2 TERAPLAST reserves the right to examine the validity of the complaint and, if it is unfounded, it may charge the related costs to the Purchaser;
7.3 If the complaint is founded, TERAPLAST may, at its discretion and within a period to be agreed: a) upon collection of the product at the Buyer’s expense, replace it or parts of it with compliant ones; or b) repair the Product at your expense;
7.4 The withdrawal does not imply the recognition of responsibility and/or the existence of defects and/or non-conformities reported;
7.5 The returned Product must be intact, packaged and accompanied by regular tax and transport documentation;
7.6 The replaced Product will be delivered to the same place indicated for delivery in the Order.
8. PRICE, PAYMENT AND SOLVE ET REPETE CLAUSE
8.1 The Price to which the parties refer is that expressly indicated in the CdO or in the sales invoice sent by TERAPLAST to the Buyer;
8.2 Payment of the price must be made according to the terms and methods indicated in the CdO or in the sales invoice and unless otherwise indicated it must be considered ex works;
8.3 The payment made through the issuing of bills of exchange must be considered accepted by TERAPLAST solely with recourse and, in any case, the issuing of said bills will not constitute a novation of the contractual relationship. The collection costs of the securities mentioned are to be paid by the buyer;
8.4 Payment is considered liberating only if made directly to TERAPLAST and accepted by it and, in any case, in the currency and in the forms indicated in the CdO and/or in the sales invoice;
8.5 In the event that the Buyer does not pay on the agreed date, TERAPLAST will be entitled to interest as provided for starting date and rate by Legislative Decree 231/02, without prejudice in any case to greater damages;
8.6 Complaints or disputes of any kind do not in any case entitle the Buyer to delay or suspend payments, which must be carried out according to the agreed deadlines, albeit with reservation of the Buyer’s rights;
8.7 The Price may be changed at the sole discretion of TERAPLAST if exceptional circumstances arise that are not determined by the will of the same such as government interference, variations in the cost of raw materials exceeding 5% or conditions such as to determine an excessive onerousness of the sale of the Product .
9. CONFIDENTIALITY OBLIGATIONS, KNOW-HOW AND INTELLECTUAL PROPERTY RIGHTS
9.1 Buyer will not reveal, disclose, use or imitate in any way the know-how, including technical, design and commercial, owned by TERAPLAST, as well as the experiences, devices, knowledge, inventions, drawings, technical documents and any other information made available point in the corporate context of TERAPLAST and in relations with third parties, of which it will become aware during the negotiations or execution of the contract;
9.2 The information defined above must be considered confidential and cannot be used either directly or indirectly by the Buyer except to the extent necessary for the correct execution of the contract. Therefore, the Buyer undertakes to take every reasonable precaution to keep such information secret, communicating it only to its employees, collaborators or any consultants, who must necessarily know it for the execution of the contract, binding them to compliance with the terms and conditions of this article ;
9.3 The Purchaser recognizes TERAPLAST’s full ownership of the patents, trademarks and any other industrial property rights and know-how of the latter whether registered or not;
9.4 The Buyer is required to communicate to TERAPLAST without delay any news or fact that may be relevant for the purposes of protecting patent rights, trademark rights, models and designs and know-how;
9.5 All costs, damages, expenses andlosses suffered by TERAPLAST due to infringement of patent and/or trademark rights or on models and designs or due to improper disclosure or use of know-how attributable to the Buyer are borne by the latter.
10. LIMITATION OF LIABILITY
10.1 TERAPLAST is responsible for damage to goods owned by the Buyer only after proof that such damage was caused by gross negligence of TERAPLAST or its employees;
10.2 TERAPLAST’s liability for faults or defects in the Product cannot exceed the value of the Product itself;
10.3 TERAPLAST’s liability for damages resulting to people from accidents of any nature caused by the defective Product will only be that which it derives mandatorily from the law;
10.4 Any delays in delivery cannot give rise to penalties, nor compensation for damages, nor interest, nor to termination, even partial, of the Contract to be paid by TERAPLAST.
11. TERMINATION, EXPRESS TERMINATION CLAUSE, CONFIRMATORY DEPOSIT, PENALTY CLAUSE
11.1 In the event that the Buyer is subjected to insolvency proceedings, TERAPLAST may terminate the current contract by means of written communication to the Buyer;
11.2 In the case of payment in installments, without prejudice to the application of art. 1525 of the Civil Code, failure to pay even a single installment causes the Buyer to forfeit the benefit of the term and legitimizes TERAPLAST to demand payment of the entire credit, as well as that relating to supplies and/or orders still in progress, and legitimizes TERAPLAST at its choice, to suspend the execution of the current Contract until the price has been paid in full or to terminate it by written communication pursuant to art. 1456 c.c. with immediate effect, without the Purchaser being able to make requests for compensation or compensation of any kind, without prejudice to any and all rights of TERAPLAST to obtain compensation from the Purchaser for any damage, costs and expenses incurred;
11.3 Termination of the contract for any reason does not affect the rights acquired by TERAPLAST up to the moment of termination;
11.4 The sums paid as an advance or deposit by the Buyer will be charged as a confirmation deposit pursuant to and for the purposes of the art. 1385 of the Civil Code, with the right for TERAPLAST to exercise withdrawal in the event of non-compliance by the Purchaser;
11.5 In the event of withdrawal, the Product must be immediately returned to TERAPLAST, at its headquarters or in a different place indicated by it, TERAPLAST reserving the right to arrange for transport directly or through trusted third parties, at the expense and risk of the Buyer;
11.6 In case of missed or delayed payment, without prejudice to the application of art. 1525 of the Civil Code, TERAPLAST reserves the right to terminate the contract by written communication to the Purchaser, without the need for formal notice;
11.7 In the event of withdrawal or termination, the installments paid will be withheld by TERAPLAST as a penalty pursuant to art. 1382 of the Civil Code, without prejudice to the possibility of compensating further damage.
12. COMPETENT COURT
12.1 All disputes relating to the interpretation or execution, validity and termination of the Contract signed between TERAPLAST and the Buyer are referred to the exclusive jurisdiction of the Italian Judicial Authority of the Court of Vicenza.
13. APPLICABLE LAW
13.1 The Contract is governed by Italian law.
14. LANGUAGE
14.1 The original version of these GCS is in Italian;
14.2 All communications sent to TERAPLAST, to be considered effective, must be in Italian, unless express written provision is made for the non-application of this clause.
15. PROCESSING OF PERSONAL DATA
TERAPLAST (Data Controller) will collect and process the personal data provided by Customers in full compliance with the provisions dictated by EU Regulation no. 679/2016 (GDPR) and the national implementing legislation on the processing of personal data and exclusively for contractual and commercial purposes and in fulfillment of legal obligations. For further information you can read the extended information at the link: https://www.teraplast.com/it/privacy/
16. OBLIGATION TO COMPLY WITH THE ORGANIZATIONAL MODEL EX LEGISLATIVE DECREE N. 231/01 AND THE CODE OF ETHICS. TERMINATION CLAUSE
Teraplast has adopted and implements an Organisation, Management and Control Model pursuant to Legislative Decree no. 231/01, with the related Code of Ethics, available on the company website.
The relationship with our customers and suppliers is based on compliance with the organisation, management and control model as well as the principles of the Code of Ethics. The provisions of the Code of Ethics and, to the extent compatible, of Model also apply to third parties.
If the supplier, the customer or any of his collaborators violate the precepts mentioned in the previous point, as well as in the event of the commission of predicate crimes of Legislative Decree 231/2001, our organization may terminate this contract with communication to be sent via recommended a / R. or PEC.
The termination will take effect immediately from the date of receipt of the communication. Our organization will also be able to take action for compensation for any damage suffered or to be suffered.”
17. FINAL CLAUSE
17.1 The GCS replace and prevail over any agreement previously entered into between TERAPLAST and the Buyer;
17.2 In the event that a single rule of these GCS is null and/or invalid, the contract remains validly governed by the remaining rules.