General conditions of sale and supply
1. Field of application
These general terms of contract apply to all supply and service contracts concluded between Feba S.r.l. and individuals or legal entities, with the exception of those subject to different mandatory national and international legal provisions.
2. Recognition of the general conditions of sale and supply
The following conditions apply to all goods and services supplied, unless otherwise explicitly agreed in writing.
Any terms in contrast with or different to the present, imposed by the Customer after acceptance thereof, will under no circumstances be considered valid. Said terms will likewise not be considered to form an integral part of any contract, unless otherwise expressly indicated. The Customer is required to read these conditions carefully, sign them and send them to Feba S.r.l. in acceptance.
The general conditions of sale and supply may be modified at any time. Any modifications and/or new terms will come into force on the date they are published on the website. For that reason, Customers are invited to access the website regularly, to check the most up-to-date version of the published terms.
3. Supply, Force majeure
No offer made by Feba S.r.l. is to be considered binding until a formal agreement has been stipulated. Once it has been approved, in writing by means of a confirmation of order, the Customer’s order is to be considered final and irrevocable.
The unit quantities of product indicated on the Transport document will be considered correct by both parties, unless a written, documented complaint is received from the Buyer within 5 working days of delivery.
In cases of force majeure and other unforeseen and exceptional circumstances not attributable to Feba S.r.l. (for example difficulty obtaining materials, breakages, strikes, lock-outs, absence of means of transport, intervention by the authorities, difficulty obtaining power supplies or the like), even when these involve the supply network, causing longer delivery times; or if Feba S.r.l. finds itself unable to fulfil its contractual obligations due to factors outside its own responsibility, this will not result in any apportionment of blame to Feba S.r.l.
The causes of failure to delivery that are not to be attributed to Feba S.r.l. also include failure on the part of the customer to communicate data, or communication of incomplete and/or incorrect data required for delivery, or failure to communicate essential and binding information, together with failure to comply with any of the contractual obligations.
The Customer may withdraw from the contract if the delay in delivery exceeds two months with respect to the agreed times.
If the conditions described in the preceding paragraphs apply, unless expressly agreed otherwise in writing, in the event of extension of the delivery times, failure to meet contractual obligations or withdrawal from the contract by the Customer, the latter will not be able to make any claims for compensation.
In any event, Feba S.r.l. will consider itself freed from all contractual restraints should it be impossible to complete the contractual operations due to force majeure.
4. Products and services
These conditions refer to all the products and services offered by Feba S.r.l., a description of which is present on the website and on the officially distributed promotional documents. Feba S.r.l. guarantees to deliver products with the same characteristics as the ones indicated and described on the website, however it is understood that the images of the products themselves are merely intended as a presentation and are not binding. In the event of differences between the image and the product sheet, the description in the sheet will always prevail.
The products sold by Feba S.r.l. must be used solely and exclusively for the purposes indicated by the manufacturer. In the event of failure to comply, the Customer must therefore consider Feba S.r.l. not liable for any damages (direct and/or indirect), costs and responsibilities that may derive from use of the products in violation of this clause and/or the reservations and precautions for use issued by the manufacturer.
Unless agreed otherwise in writing, all the products supplied by Feba S.r.l are destined to be used solely in the Country in which they are delivered, as indicated by the Customer. Any re-sale and/or export by the Customer of the products and the documentation delivered to him must always be subject to full compliance with national and international regulations regarding said operations.
The Customer is responsible for obtaining all necessary information regarding said regulations, ensuring compliance therewith and, if necessary, taking any action to obtain the necessary permits, licenses and to pay the relevant duties and tax, if due.
5. Prices and terms of payment
Unless otherwise indicated all prices are expressed in Euro and are always understood to be Ex-Works (Incoterms 2010) and net of any value added tax or any other tax or charge applicable for whatever reason.
The prices themselves and the terms of payment are clearly indicated in the commercial documents, however, for foreign markets, the terms of payment will be payment in advance or, alternatively, by international bank guarantee, without any commission or expense being payable by the seller.
For Italy only, payment by means of banker’s cheques or other effects may be accepted by Feba S.r.l. at its own discretion, subject to collection. Please refer to the provisions pursuant to art. 62, paragraph 1, of the Decree Law dated 24/01/2012.
Feba S.r.l. reserves the right not to accept payments in foreign currency. Any commission and foreign exchange costs will be charged to the Customer, and will be payable immediately.
Interest will be calculated at the legal rate foreseen for food and agricultural products, according to the provisions of art. 62 of Decree Law no. 1 dated 24/01/2012. Feba S.r.l. reserves the right to claim additional damages on interest.
The Customer is not authorised to make any deductions from the set value (for example, payment in advance, or in the case of claimed faults in the products) that has not been expressly acknowledged by Feba S.r.l. or ascertained by a court of law, and likewise no compensation shall be possible for claims made by Feba S.r.l.
Should the customer fail to make prompt and full payment of the amounts agreed (even a single instalment thereof), Feba S.r.l. will consider itself legally free not to complete supply of the goods, or any other contractual service, without the need for any further justification thereof.
If the Customer has not fulfilled his obligations as indicated above within 60 days, Feba S.r.l. also reserves the right to terminate the contract and/or to require immediate payment in full by the Customer.
6. Increase in prices
Should more than 4 months pass between stipulation of the contract and the service, and should the contract be stipulated based on normal list prices and should an increase in costs occur during that period regardless of the wishes of Feba S.r.l., then Feba S.r.l. is entitled to increase prices in a manner proportionate to the increase in costs. If requested to do so by the Customer, Feba S.r.l. shall be required to prove the legitimacy of said increases.
7. Shipping and transfer of risk
Unless otherwise agreed, the point of delivery ex-works (Incoterms 2010) under contractual obligations shall be the warehouse of Feba S.r.l. When shipping is organised by Feba S.r.l., it will be carried out according to national laws and/or universally accepted rules of international transport, and using the shipping agent and means considered must suitable to the occasion, ensuring that the overall assessment does not fail to take into account the best economic conditions offered by the market. This does not apply if delivery is carried out using vehicles that are the property of Feba S.r.l. for purchase by mail order. Feba S.r.l. will provide for adequate packing of the products, but will not be in any way liable for faults suffered by the products during transport.
It will only be possible to stipulate an insurance policy for damage during transport if expressly requested by the Customer, and at the latter’s expense, unless otherwise agreed by the parties. In this case also, it is understood that all costs must be borne by the customer.
The overall costs of transport and packing will be calculated separately and, if necessary, highlighted in the invoice in a specific item, unless otherwise agreed by the parties.
Pallets must be returned, as foreseen by the regulations regarding pallets. The Customer will be required to return the pallets at his own expense, clean and free from any foreign materials. In the event of failure to comply with the above rules, Feba S.r.l. reserves the right to charge the Customer any extra costs for cleaning and sorting of the packing materials.
The Customer is required to check the goods immediately upon arrival, as far as that is possible. based on ordinary activities, and to inform Feba S.r.l. in a timely manner if any deformities are found. If no notification is received from the Customer within 7 working days of receiving the goods, Feba S.r.l. will consider the goods accepted, with the exception of any faults that cannot be seen at the time of delivery, in which case notification of said faults will be accepted within 90 days of the date of delivery. Any notification of non conformity must be documented by photographs and by a precise written description of the deformity.
8. Return and/or replacement of products
The company will not accept goods that are returned without due motivation, with the exception of the cases foreseen by point 7 above relating to objective faults of various kinds. Any exceptions must be specially agreed in advance by the parties, and must be justified by mutually accepted reasons. Products returned without justification will be shipped back to the Customer, at the latter’s expense.
9. Technical data
The technical data for the products supplied by Feba S.r.l. must be understood to be within the tolerances allowed by current regulations, unless otherwise specified.
The seller will provide the Buyer, on the express request of the latter, with all the documents required for the products under current Italian regulations.
10. Industrial property rights, trade marks and brand names – confidentiality
Without our permission it will not be possible to provide third parties with commercial logos, brand names and trade marks; these, which are shown on the website www.febaitaly.com, are to be considered the sole property of Feba S.r.l., and any reproduction thereof, even partial, or other use of any kind without the express consent of Feba S.r.l. is strictly prohibited.
11. Warranty on defects
Feba S.r.l. guarantees that the products sold comply with the technical sheets that can be viewed by the Customer on our website. At the time of delivery, the Buyer will check for the presence of any damage, faults or missing elements on the products received, within the times and in the manners defined in clause 7 above.
If the product is by nature perishable or due to expire within a shorter term, the fault must be reported within that term.
In the event of non conformity, the Customer is entitled, at his own choice and provided the type of product allows it, to replacement of the product free of charge, or an adequate reduction in price.
Any faults that involve only a part of the goods delivered will not in any way give the right to contest all the goods supplied. The maximum net liability of Feba S.r.l. shall not, in any case, exceed the net price paid by the Buyer for the products, with any other form of direct or indirect indemnification being excluded.
The warranties provided by Feba S.r.l. have effect under the current laws of Italy.
12. Rights of ownership
All the goods supplied are to be considered the property of Feba S.r.l. until all present and future credits deriving from the commercial relationship with the Customer have been paid in full, regardless of the legal reason (goods subject to seller’s lien).
In the case of violation of the agreement by the Customer, in particular failure to pay or delays in payment, Feba S.r.l. reserves the right to collect the goods subject to seller’s lien.
The Customer will be required, upon the request of Feba S.r.l., to certify transfer of its credits to third parties, collect them, pay them in our favour and finally provide Feba S.r.l. with all the documentation and information necessary to claim the credit. Feba S.r.l. reserves the right to make said transfer public.
The rights deriving from the ownership reservation agreed in the event of delayed payment by the Customer, even if return of the product is requested, do not envisage termination of the contract, unless specifically indicated by ourselves. Foreclosure on goods subject to seller’s lien by Feba S.r.l. will result in termination of the contract.
The Customer is required to inform Feba S.r.l. in writing, in a timely manner, regarding any foreclosures or other actions by third parties on the goods subject to seller’s lien or on credits transferred, and to provide all the documentation necessary to take action.
If the third party is not able to reimburse Feba S.r.l. for the court or out-of-court expenses by means of court action, under law, the Customer will be liable for any loss suffered by Feba S.r.l.
13. Data protection
With regard to the legal obligation on data protection, Feba S.r.l. informs that it will store the Customer’s data solely for the purpose of carrying out the commercial activity, and that it will take all due measures to keep and control said data in such a way as to protect it from any risk of destruction, loss and dissemination, even accidental.
14. Modifications
Any modification or addition, with respect to the text of these General Conditions of Sale and Supply, will only be valid if it is made in writing and expressly approved by both parties. Any invalidation of one or more clauses in these General Conditions of Sale and Supply, or tolerance with regard to one or more clauses, will have no effect on the validity thereof as a whole.
15. Applicable law and court of competent jurisdiction
The sole court of competent jurisdiction for any controversies that may arise as a result of this agreement is the Court of Bologna. The applicable law is the law of Italy.
Bologna
October 2016