COMMERCIAL CONDITIONS OF SALES
1.1 Pursuant to these general conditions of sale, the following terms shall have the meanings assigned to them:
– “TERAPLAST”: Teraplast S.p.A., with registered office in Castelgomberto (VI), Via del Progresso, n. 65, VAT and TAX CODE No. 02892400249;
– “Purchaser”: 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 under the Contract, in any case concerning only movable assets;
– “General Conditions of Sale (GCS)”: these General Conditions;
– “Price”: the sale price invoiced by TERAPLAST, including any ancillary charges;
– “Price list”: the list of products marketed by TERAPLAST under the general marketing conditions;
– “Order”: the Purchaser’s order containing the acceptance of the GCS;
– “Order confirmation (OC)”: confirmation of acceptance of the Customer’s order by TERAPLAST.
2. SCOPE AND ACCEPTANCE OF THE GENERAL CONDITIONS OF SALE
2.1 All contracts and / or negotiations regarding the sale of TERAPLAST Products, concluded at the same time and/or after the signing of these GCS, are and shall be exclusively governed by these GCS, which the Buyer hereby declares to know and accept.
2.2 TERAPLAST is not bound to different conditions, except if previously agreed in writing.
2.3 The measurements, illustrations, drawings, prices and payment methods included in catalogues, flyers, newsletters, and price lists are not binding unless they are expressly mentioned 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 and shall be valid until subsequent revision and communication by Teraplast;
3.2 The contract is deemed concluded when the Purchaser receives the OC;
3.3 The sale price list shall be established in writing, signed, and sent with the GCS;
3.4 The Purchaser ratifies the work of all its employees, collaborators and staff who intervene in the transmission and / or negotiation of the Order.
4.1 Delivery is deemed to be made in accordance with the OC, interpreted in accordance with the Incoterms Rules in force on the date of subscription;
4.2 If the Purchaser omits or refuses to receive the Product made available to them, TERAPLAST shall have the right to store the Product at their premises or at the premises of third parties, at the risk and expense of the Purchaser, without prejudice to the right to receive the payment of the price;
4.3 TERAPLAST shall provide for the packaging of the Product, which shall be considered executed in a workmanlike manner once accepted by the carrier;
4.4 The Product shall be delivered disassembled, unless otherwise agreed in writing between the parties.
5.1 The agreed delivery terms shall be considered non-essential, unless otherwise agreed in writing.
5.2 In case of extension of the delivery deadline, TERAPLAST shall promptly notify the Purchaser of the new deadline;
5.3 Should TERAPLAST postpone the delivery with respect to the deadline at the request of the Purchaser, or for reasons even only indirectly attributable to the latter, all possible additional costs (e.g. for storage, handling and transport) shall be charged to the Purchaser;
5.4 Any delays in the delivery of the goods shall not entitle the Purchaser to suspend the agreed payments and / or request compensation or reimbursements.
6.1 TERAPLAST undertakes to deliver the Products manufactured in a workmanlike manner, free from defects and in compliance with the agreement between the parties and the regulations in force at the time the products are delivered to the Purchaser;
6.2 TERAPLAST guarantees the Products for hidden defects for twelve (12) months from the date of shipment. The forfeiture and provisions of art. 1495 of the Italian Civil Code apply.
6.3 After the warranty period, no claim can be asserted against TERAPLAST in relation to the alleged lack of conformity;
6.4 The warranty does not cover the parts of the Products subject to wear and tear and defects deriving from improper installation, use, assembly of the Products, or from the failure by the Purchaser to comply with the instructions given by TERAPLAST. Damages deriving from incorrect and negligent storage or servicing, and, in any case, alterations and/or repairs performed by third parties without the prior written consent of TERAPLAST, or resulting from normal deterioration of the parts of the Products, are also not covered.
6.5 The warranty ends if the Purchaser does not comply with the instructions for use and maintenance and when the Products are used for applications that do not conform to their normal use and/or do not comply with the technical specifications;
6.6 The guarantee covers the cost of the material for the repair or replacement of the defective parts supplied by TERAPLAST, which must be returned to the company’s headquarters (at the Purchaser’s expense) for the necessary inspection;
6.7 The Purchaser shall lose the warranty rights in case of use of non-original spare parts.
7. EXERCISING WARRANTY RIGHTS, CONDITIONS
7.1 The communication relating to the defect shall be sent immediately by registered letter with return receipt to TERAPLAST, and shall contain: a) all the identification data of the Product; b) date and number of the sales invoice; c) date and number of the transport document; d) details 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 found to be groundless, it may charge the relative expenses to the Purchaser;
7.3 Should the complaint be grounded, TERAPLAST may, at its discretion and within a term to be agreed: a) replace the item, or parts thereof, after collecting the item at the Purchaser’s expense; or b) repair the Product at its own expense;
7.4 Collection does not imply the acknowledgement of responsibility and/or the existence of defects and/or of the reported non-conformities;
7.5 The returned Product shall be intact, packaged and accompanied by regular tax and transport documentation.
7.6 The replaced Product shall 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 the one expressly indicated in the OC or in the sales invoice sent by TERAPLAST to the Purchaser;
8.2 The price shall be paid according to the terms and in the manner indicated in the OC or the sales invoice, and it shall be considered ex-works, unless otherwise specified;
8.3 The payment made through the issue of promissory notes shall be considered accepted by TERAPLAST only with recourse and, in any case, the issue of said promissory notes shall not constitute a novation of the contractual relationship. The costs of collecting said promissory notes shall be borne by the Purchaser;
8.4 Payment is deemed to be in full only if made directly to TERAPLAST and accepted by the latter and, in any case, in the currency and forms indicated in the OC and/or in the sales invoice;
8.5 In the event that the Purchaser does not pay by the agreed date, TERAPLAST shall be entitled to the interests as provided for – by the effective date and rate – by Italian Legislative Decree 231/02, without prejudice in any case to greater damages;
8.6 Complaints or disputes of any kind do not entitle the Purchaser to delay or suspend payments, which shall be made according to the agreed deadlines, albeit subject to the Purchaser’s rights.
8.7 The Price may be changed at the sole discretion of TERAPLAST should exceptional circumstances arise that are not ascribable to the will of the same, such as government interference, changes in the cost of raw materials greater than 5%, or conditions that cause the sale of the Product to be excessively burdensome.
9. CONFIDENTIALITY, KNOW-HOW AND INTELLECTUAL PROPERTY RIGHTS
9.1 The Purchaser shall 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, expedients, knowledge, inventions, drawings, technical documents and any other information developed within TERAPLAST and in relations with third parties, of which they may become aware in the course of negotiations or execution of the contract;
9.2 The information defined above shall be considered confidential and cannot be used either directly or indirectly by the Purchaser except within the limits necessary for the correct execution of the contract. Therefore, the Purchaser undertakes to take every reasonable precaution to keep such information secret, communicating it only to their employees, collaborators or any consultants, who must necessarily know it for the execution of the contract and shall be bound to comply with the terms and conditions of this article;
9.3 The Purchaser acknowledges that TERAPLAST has full ownership of all patents, trademarks and any other industrial property rights and know-how of the latter, whether they are registered or not;
9.4 The Purchaser is required to communicate to TERAPLAST without delay any news or fact that may be relevant for the purposes of protecting the rights of patents, trademarks, models, designs, and know-how;
9.5 The Purchaser shall be responsible for all costs, damages, expenses and losses suffered by TERAPLAST following violation of patent and/or trademark rights, including models and design rights, or arising from the improper disclosure or use of know-how attributable to the Purchaser.
10. LIMITATION OF LIABILITY
10.1 TERAPLAST is liable for damages to property owned by the Purchaser only after proof that such damage was caused by gross negligence of TERAPLAST or its employees;
10.2 TERAPLAST’s liability for defects or faults in the Product shall not exceed the value of the Product itself;
10.3 TERAPLAST shall be liable for damages incurred by people following accidents of any nature caused by the defective Product, only within the extent mandatorily provided for by the law.
10.4 Any delays in the delivery shall not give rise to penalties, nor to compensation for damages, nor to the accrual of interests, nor to termination, even partial, of the Contract chargeable to TERAPLAST.
11. RESOLUTION, EXPRESS TERMINATION CLAUSE, CONFIRMATORY DEPOSIT, PENALTY CLAUSE
11.1 In the event that the Purchaser is subjected to an insolvency procedure, TERAPLAST may terminate the current contract by means of a written communication to the Purchaser;
11.2 In the case of payment by instalments – without prejudice to the application of art. 1525 of the Italian Civil Code – failure to pay even a single instalment causes the Purchaser to forfeit the benefit of the term, and legitimises TERAPLAST to demand payment of the entire credit, as well as that relating to supplies and/or orders still in progress, and legitimises TERAPLAST to suspend the execution of the Contract in progress until full payment of the price, or to terminate it by means of written communication under art. 1456 of the Italian Civil Code with immediate effect, without the Purchaser being able to make any claims for indemnity 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 The termination of the contract for any reason does not affect the rights acquired by TERAPLAST up to the time of termination.
11.4 The sums paid by the Purchaser as an advance or down payment shall be charged as a deposit pursuant to and for the purposes of art. 1385 of the Italian Civil Code, without prejudice to the right of TERAPLAST to exercise withdrawal in the event of default by the Purchaser;
11.5 In the event of withdrawal, the Product shall be immediately returned to TERAPLAST, at its headquarters or in a different place indicated by the latter. TERAPLAST reserves the right to provide for the transport directly or through third parties of its choice, at the expense and risk of Purchaser;
11.6 In case of non-payment or delayed payment, without prejudice to the application of art. 1525 of the Italian Civil Code, TERAPLAST reserves the right to terminate the contract by means of written communication to the Purchaser, without the need for formal notice;
11.7 In case of withdrawal or termination, the paid instalments shall be retained by TERAPLAST as a penalty pursuant to art. 1382 of the Italian Civil Code, without prejudice to compensation of further damages.
12. PLACE OF JURISDICTION
12.1 All disputes relating to the interpretation or execution, validity and termination of the Contract signed by TERAPLAST and the Purchaser shall be dealt exclusively by the Italian Judicial Authority of the Court of Vicenza.
13. APPLICABLE LAW
13.1 The Contract is governed by the Italian law.
14.1 The original version of these GCS is written in Italian.
14.2 In order to be considered effective, all communications sent to TERAPLAST shall be in Italian or English, unless this clause is expressly waived in writing.
15. PROCESSING OF PERSONAL DATA
TERAPLAST (Data Controller) shall collect and process the personal data provided by the Customers in full compliance with the provisions of 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 for the purpose of fulfilling legal obligations. For more information, go to https://www.teraplast.com/it/privacy/ to read the extended information
16. “OBLIGATION TO RESPECT THE ORGANIZATIONAL MODEL PURSUANT TO ITALIAN LEGISLATIVE DECREE NO. 231/01 AND THE CODE OF ETHICS” CANCELLATION CLAUSE
Teraplast has adopted and implements an Organization, Management and Control Model pursuant to Italian Legislative Decree No. 231/01, with the related corporate Code of Ethics, available for consultation on the company’s website.
The relationship with our customers and suppliers is based on compliance with the organization, management and control model as well as with the principles of the Code of Ethics. The provisions of the Code of Ethics and, insofar as they are compatible, of the Model, also apply to third parties.
Should the supplier, customer or any of their collaborators violate the precepts mentioned in the previous point, as well as in the event of offences contemplated by Italian Legislative Decree 231/2001, our organization may terminate this contract with a notice to be sent by registered mail or certified e-mail.
The termination shall have immediate effect from the date on which the notice is received. Our organization shall also be entitled to claim compensation for any damage suffered or to be suffered.
17. FINAL CLAUSE
17.1 The GCS replace and prevail over any agreement previously made between TERAPLAST and the Purchaser;
17.2 In the event that a single provision of these GCS is invalid, the contract remains validly governed by the remaining provisions.