GENERAL CONDITIONS OF SALE AND DELIVERY EFFECTIVE FROM MAY 2020
1. General
1.1. The present General Conditions of Contract shall apply to all present and future
offers for sale, sale, contracts, transactions and negotiations executed and entered
into by Silvateam s.p.a, Ledoga s.r.l., Silvachimica s.r.l., or JRS Silvateam Food
ingredients s.r.l., (each of one is hereinafter referred to as “Seller”) and the Buyer
regarding the sale of Products, both as defined hereunder, and shall prevail against
any other general or particular conditions of contract established by the Buyer,
unless, for each individual case, Seller has expressly agreed to them in writing.
1.2. The Parties may agree, in writing, particular conditions of contract, derogating
from the present General Conditions of Contract. However, it is agreed that such
particular conditions of contract agreed from time to time by the Parties do not
exclude the applicability of these General Conditions in their whole, but only of
those specific clauses whose applicability has been expressly excluded by the
Parties or of those clauses which are inconsistent and/or in contrast with the
particular conditions agreed from time to time by the Parties. The particular
conditions of contract shall be valid only if they are approved in writing by the
Parties.
2. Definitions
2.1. For the purposes of these General Conditions, the terms mentioned hereunder shall
have the following meaning:
(a) “Contract” shall mean the agreement between the Seller and the Buyer for
the sale and purchase of any Products of the Selleer, including these
General Conditions;
(b) “Products” shall mean all Products sold by the Seller to the Buyer that form
the subject-matter of the Contract;
(c) “Seller” shall mean Silvateam s.p.a, Ledoga s.r.l., JRS Silvateam Food
Ingredients s.r.l., Silvachimica S.r.l.;
(d) “Buyer” shall mean the company or entity who purchases Products from
the Seller ;
(e) “CS” shall mean Customer Service Portal website.
(f) “SC” shall mean Sale Confirmation – Proforma Invoice
3. Quotations and Orders. Confidentiality
3.1. The Seller’s quotation and price lists for goods or services is valid for 30 days
from the date when the Buyer receives the quotation unless otherwise specified in
writing in the Seller’s quotation. The quotation shall be void if the Buyer does not
accept the quotation unconditionally by placing a written order within 30 days.
3.2. The Seller is only bound by an order if he accepts it in writing or delivers the
Products ordered to the Buyer.
3.3. The Seller’s quotations and offers are strictly confidential and are reserved only
for the intended receiver. Terms of delivery and payment, prices, discounts and
anything else contained in quotations and offers are confidential and must in no
way be disclosed or communicated with any means to third parties. Non-compliance by the
Buyer of this confidentiality obligation constitutes a breach of
this Contract and in any case (even if a contract has not been concluded yet) of the
applicable rules on fair dealing and confidentiality in contractual negotiations, on
competition, as well as on protection of our legitimate business rights and
interests. Should such a breach occur, then the Seller reserves any right to claim
and enforce relevant remedies provided for by the Contract and by the law before
the competent courts.
4. Prices
4.1. The prices in the Seller’s price lists applicable on the date of conclusion of the
Contract shall apply, unless otherwise agreed in writing or specified in the Seller’s
quotation.
4.2. Prices exclude taxes, duties and levies as well as any loading, handling,
transportation, and delivery costs that the Buyer must pay. All prices include the
Seller's standard packing. Costs for any custom clearance activity or for any
service supplied by any third party public or private entity necessary to the
delivery of the Products are excluded, unless specifically agreed to the contrary in
writing.
4.3. Prices are based on present Product cost. In the event of an increase of more than
five per cent (5%) in the aforementioned cost within the period between the
conclusion of the Contract and the time of actual delivery, the Seller reserves the
right to adjust the prices to directly reflect such changes.
5. Payment, termination and suspension
5.1. Payment must be made in the currency specified in the invoice by bank transfer
at Seller’s bank account resulting from the banks details indicated in the invoices
uploaded in the CS. No other documents or information (including mails sent by
CS) shall be taken into consideration for identifying Seller’s bank details. Payment
made to bank accounts other than those resulting in the CS shall not be valid.
5.2. If not specified otherwise in the SC issued by the Seller, the payment shall be cash
in advance.
5.3. Should any payment be delayed, the default interests provided for by Decreto
Legislativo (Italian Legislative Decree) no. 231/2002, as amended, shall apply.
5.4. If purchases are requested by any Buyer who has outstanding debts in respect of
previous purchases rendered in his favour and/or by any Buyer who usually pays
the Products beyond the payment terms, the Seller, at its own discretion, shall be
entitled to suspend and/or refuse the sales to the said Buyer or request a cash
payment in advance for the Products in an amount equal to the estimated billing
for the involved sale.
5.5. The Seller is entitled to terminate the Contract immediately by written notice to
the Buyer if:
(a) the Buyer fails to meet his liabilities when they fall due;
(b) the Buyer fails to open the Letter of Credit within the time indicated in the
SC issued by the Seller;
(c) the Buyer seeks a composition with his creditors,
(d) all or part of the Buyer’s property is subject to receivership, or
(e) a petition for liquidation, winding-up or administration is filed in respect
of the Buyer.
5.6. In the event that the Seller gives notice of termination according to the terms of
Clause 5.5, all the outstanding instalments shall be accelerated and deemed due
and payable immediately and automatically.
5.7. The Seller shall be released from his obligations under the Contract from the time
he gives notice of termination, except for warranties for the Products supplied
before the date of termination, provided they have been paid.
5.8. The Buyer may not withhold, set off or deduct claims against the Seller from any
amount that he owes the Seller under the Contract or any other agreement with the
Seller.
5.9. The Seller’s obligation to deliver the Products shall terminate if the Buyer fails to
make due payment of all amounts that he owes the Seller at the date of delivery
under the Contract or any other agreement with the Seller. Furthermore, the Seller
shall be entitled to suspend the delivery of the Products if the Buyer is in default.
Such suspension of delivery shall not affect the Seller's other rights under the
Contract or any other agreement with the Buyer. The Seller is not obliged to
resume deliveries until the Buyer has paid all overdue amounts, including all
expenses and accrued interests.
6. Delivery and Force Majeure
6.1. Unless specifically agreed to the contrary in writing, the Products are delivered
Ex-Works (EXW) Incoterms 2020 at the place named in the SC.
6.2. The Buyer shall pay all costs incurred by the Seller as a result of the Buyer’s
failure to take delivery either:
(a) on the date stated in the invoice or at the Seller’s SC, or
(b) when the Products are ready, if the Seller has notified the Buyer in writing
of their readiness, and the Buyer has not taken delivery within 15 (fifteen)
working days thereof, but never later than the date stated in (a) above,
unless otherwise agreed in writing.
6.3. Final due date of delivery provided in the SC must be intended with a tolerance of
15 (fifteen) working days. Once this tolerance has been consumed, the Buyer is
entitled to cancel the whole order, or any part thereof, which has not been
delivered. The Buyer accepts such right to cancel as his only remedy and expressly
waives any other rights.
6.4. The Seller is released from his obligation to deliver the Products on the original
delivery date mentioned in the SC, and is allowed to extend the date of delivery
also beyond the tolerance period as per Clause 6.3, if events beyond his reasonable
control prevent him from performing the Contract. Should such events continue
to prevent the Seller from performing the Contract for more than 15 (fifteen)
consecutive working days, then the Seller may cancel the Contract.
6.5. The Seller may withhold, reduce or suspend delivery of the Products to reasonably
allocate his supply capacity between the Buyer and his other customers if events
beyond his reasonable control prevent him from delivering all the Products and
fully comply with orders from his other customers. In such event, the Buyer is
entitled to cancel the undelivered order(s). The Buyer accepts such right to cancel
as his only remedy and expressly waives any other rights.
7. Passing of Risk and Title and Returns
7.1. Unless specifically agreed to the different in writing, the Seller’s liability for the
Products passes from Seller to Buyer at the earlier of the following two points in
time:
(a) when the Products are delivered according to Section 6.1 ( Ex-Works) o
according to the different Incoterms’ conditions agreed in writing with
the Buyer; or
(b) the agreed estimated time of delivery (ETD), if the Buyer fails to take
delivery as required under the Contract.
7.2. The Seller remains the owner of the Products until he receives full payment for all
the Products whether or not the Products have been delivered to the Buyer. If the
Buyer resells the Products to a third party before the Seller receives full payment,
the proceeds of the sale shall first apply to pay all amounts due to Seller. In the
event that the Buyer has not paid the full purchase price or if insolvency
proceedings are commenced against the Buyer, the Seller or his representative is
entitled to recover or resell the Products and to enter the Buyer’s premises for that
purpose; such steps shall not affect other Seller’s rights.
7.3. The Buyer is not entitled to credit for returned Products whether or not he has
made a complaint or a claim, unless otherwise agreed in writing. In the latter case,
the Buyer is obliged to return such Products promptly and in good condition,
carriage-paid.
8. Seller’s Warranty and Limitation of Liability
8.1. The Seller warrants that the Products are of sound material and workmanship and
conform to the product information which will be available in the CS after the
issuance of the SC by the Seller.
8.2. In case of breach of the warranty set out in Clause 8.1 above, the only remedy for
the Buyer is to obtain from the Seller the delivery of Products (of the same type
and in the same quantities) replacing the defective Products. The Buyer will be
entitled to obtaining the Products replacing the Defecting Products only after
having returned to the Seller the Defective Products.
8.3. The Seller is only liable under this warranty, if the Buyer has:
(a) transported, stored, handled and used the Products in accordance with all
information given to the Buyer by the Seller and any customs of the trade,
(b) made a written claim documenting the alleged defect in or damage to the
Products within 8 days of the date when the Buyer first became aware or
could reasonably have become aware of the defect or the damage,
(c) allowed the Seller reasonable time to inspect the Products and the area of
their application,
(d) complied with his obligations under the Contract, including making timely
payment of the purchase price, and
(e) stopped using the Products as soon as he detected or could have detected
the defect.
8.4. This Article 8 provides the only warranty for the Products, and it replaces and
supersedes all other warranties for the Products, whether express or implied. The
Seller shall have no other liability under this Contract (express or implied), in tort
or otherwise for the quality, performance, merchantability or fitness for any
purpose of the Products. Furthermore, it is expressly excluded the liability of the
Seller for loss of profit, loss of goodwill and for indirect and/or consequential
damages.
8.5. The Limitation of liability provided for in Clause 8.4 above is not limited to defect
or lack of conformity of products delivered, and will apply to any and all liabilities
of the Seller arising from Contracts.
9. Jurisdiction and Governing Law
9.1.
These General Conditions and any contract which these General Conditions refer
to shall be governed by and construed in accordance with the laws of Italy. If the
sale provided for by this Contract falls under the scope of application of the
Vienna Convention on the International Sale of Goods (1980), then this
Convention shall apply.
9.2. All disputes arising out or in connection with these General Conditions and any
contract which these General Conditions refer to shall be submitted by the parties
to the exclusive jurisdiction of the Court of Genoa (Italy).
10. Official documents
10.1. Official documents concerning the Contract are only those executed in original by
the Seller and those uploaded and stored in the CS
10.2. Documents sent by e-mail by CS or by the Seller are for courtesy purpose only,
will not have legal effect and will not be binding for the Seller.
10.3. The Buyer acknowledge that in order to avoid computer fraud, he shall rely only
on the information present and stored on the CS, and NOT on documents sent by
e-mail. The Seller will not be liable for alterations or manipulation of documents
once downloaded from the CS and stored on Buyer’s devices.
10.4. The company will not be held in any case, for any reason, to answer for damages,
losses, damage to goods including data, or other economic or commercial losses,
prejudices of any kind that third parties may suffer due to the use of the CS, or
following the use of what is published on CS.
11. Processing of Buyer’s personal data - Privacy
11.1. The Seller is compliant with the GDPR- General Data Protection Regulation
according to art.13 of European Regulation 679/2016.
By registering on the Seller's website, the Buyer expresses his consent to the
processing of personal data, pursuant to art. 13 of the GDPR, after viewing and
accepting the specific GDPR information available in an extended version on the
Seller website.
11.2. The Seller informs that the processing, storage, transmission of personal data takes
place with the observance of any precautionary measure, which guarantees
security and confidentiality, in accordance with the provisions of the GDPR, for
the sole purpose of being able to effectively fulfill the obligations under civil and
tax laws related to the economic activity of the company including the
management of collections and payments deriving from the execution and
performance of Contracts. The Seller informs the Buyer that:
(a) Data Controller. The data processing Controller is Silvateam S.p.a. – Via
Torre 7 – 12080 San Michele di Mondovi (CN) – Italy
(b) Identification data. Personal data, company membership, role played in the
company, telephone number and / or email
(c) Purpose and legal basis. Data will be collected and processed for
administrative services and commercial relationship pursuant to Section
6.1.b of European Regulation no. 679/2016 (Performance of a contract or of pre-contractual activities).
(d) Data retention. Data collected will be retained for a period of time not
exceeding the achievement of contractual purposes and of the obligations
according to the relevant legal provisions.
(e) Recipients or Groups of recipients. The data collected may be processed
exclusively by the Data Controller or persons authorised by the latter.
(f) Data transfer. The data collected could be transferred to the following
subjects: Consultants/professionals/partners/banks/public bodies.
(g) Lodging a complaint with the Supervisory Authority. The data subject is
entitled to lodge a complaint with the Supervisory Authority (for Italy:
Garante per la protezione dei dati personali www.garanteprivacy.it).
(h) Rights of the data subjects. It is possible at any time, to exercise the rights
to access personal data, change or erase, restrict processing, according to
articles 15-20 of European Regulation 679/2016 by sending an e-mail to
the following address: privacy@silvateam.com
(i) Existence of an automated decision-making process. Processing does not
involve any automated decision-making process.
(j) Transfer of data to a foreign country or to an international organisation.
The data Controller shall not transfer any personal data to a foreign country
or international organisation.
Pursuant to article 1341 paragraph 2 of the Italian Civil Code the undersigned the Buyer
declares to have read and specifically approves the following clauses of the
SILVATEAM S.P.A, LEDOGA S.R.L., SILVACHIMICA S.R.L., JRS
SILVATEAM FOOD INGREDIENTS S.R.L. GENERAL CONDITIONS OF SALE AND DELIVERY:
4.3. (Seller right to adjust the price);
5.4. (Seller right to suspend/refuse sale and delivery of the Products);
5.5. (right to terminate the Contract in favour of the Seller);
5.6 (acceleration of payment in case of termination);
5.7. (Seller released from obligation in case of termination);
5.8. (No right to withhold, set off or deduction in favour of the Buyer);
5.9. (Seller right to suspend delivery in case the Buyer fails to make due payment);
6.3., 6.4. and 6.5. (limitation of Seller’s liability in case of delay in delivery);
7.2. (Seller remains owner until full payment of purchase price);
7.3. (no credit for returned Products in favour of the Buyer);
8.1., 8.2., 8.3., 8.4. and 8.5. (Seller’s Warranty and Limitation of liability);
9.1. (Governing Law);
9.2. (Jurisdiction);
10.1., 10.2. and 10.3. (official documents and no legal effects of documents other than the one uploaded in the CS;
10.4. and 10.5. (Manipulation of document by third party).