GENERAL TERMS AND CONDITIONS OF SALES
The general terms and conditions of sale apply in full to every order and all our sales, unless otherwise stipulated and expressed in writing by our Company. The submission or delivery of any purchase order by the Buyer to our Company implies their full and unconditional acceptance of our Company’s general terms and conditions of sale, even if not signed by them. These general conditions are available on our website (www.sercomitalia.com), and each Order Confirmation form indicates how to download them. Therefore, they are considered known to all Buyers.
1.1 For the purposes of these general terms and conditions of sale (hereinafter referred to as “Sales Conditions”), the following terms shall have the meanings ascribed to them below:
1.2 “Seller”: Sercom Italia s.r.l. Uni with registered office at Via Nazionale 18 n. 375 – 89013- Gioia Tauro Italy;
1.3 “Customer”: any company, entity, or legal entity purchasing Products from Sercom Italia s.r.l. Uni;
1.4 “Products”: goods produced, assembled, and/or sold by Sercom Italia s.r.l. Uni;
1.5 “Offer/s”: each quotation or offer related to the Products forwarded by Sercom Italia s.r.l. Uni to the Customer. “Sales”: each sales contract concluded between Sercom Italia s.r.l. Uni and the Customer.
2.VALIDITY OF SALES CONDITIONS
2.1 These Sales Conditions apply to all Product Sales. In case of a conflict between the conditions and terms of these Sales Conditions and the conditions and terms agreed upon in the individual Sale, the latter shall prevail. Sercom Italia s.r.l. Uni shall not be bound by the Customer’s general purchasing conditions (hereinafter, “GPC”), even if referred to or contained in the orders or any other documentation from the Customer, without the prior written consent of Sercom Italia s.r.l. Uni. The GPC shall not be binding on Sercom Italia s.r.l. Uni, even by tacit consent.
2.2 Sercom Italia s.r.l. Uni reserves the right to add, modify, or delete any provision of these Sales Conditions, with the understanding that such additions, modifications, or deletions shall apply to all Sales concluded from the thirtieth day following the communication of the new Sales Conditions.
2.3 The Customer, by accepting purchase proposals from Sercom Italia s.r.l. Uni and, more generally, in any case where they conclude a sales contract with Sercom Italia s.r.l. Uni, regardless of the form of acceptance, unconditionally accepts and undertakes to observe, in their relations with Sercom Italia s.r.l. Uni, the general conditions, declaring to have read and accepted all the information provided to them, also noting that Sercom Italia s.r.l. Uni does not consider itself bound by different conditions unless previously agreed in writing.
2.4 These General Conditions apply, as far as compatible, to all commercial agreements entered into by Sercom Italia s.r.l. Uni, regardless of their legal qualification.
3.CONCLUSION OF THE SALES CONTRACT
3.1 The Sale shall be considered concluded when Sercom Italia s.r.l. Uni sends the Customer a written order confirmation (this confirmation may be sent via email or electronic means) in accordance with the terms and conditions of the Offer accepted by the Customer.
3.2 Sales cannot be canceled or modified by the customer without the written consent of Sercom Italia s.r.l. Uni.
3.3 Changes or modifications made by the Customer to the Offers are not valid and binding for Sercom Italia s.r.l. Uni if (a) they are not expressly highlighted in the text of the Offer and (b) expressly and individually accepted by Sercom Italia s.r.l. Uni in writing.
3.4 Changes to the Offer accepted by the Customer made by Sercom Italia s.r.l. Uni in the order confirmation shall be deemed accepted by the Customer if they do not notify their dissent within 3 working days of receipt.
4.1 Delivery terms are indicative and are not essential terms under Article 1457 of the Civil Code, and the risk transfers to the Customer according to the Incoterms® 2020 clauses specified in the Contract.
4.2 Except as provided in the preceding Article 4.1, Sercom Italia s.r.l. Uni shall not be considered responsible for delays or non-delivery attributable to circumstances beyond its control, including, but not limited to: a) inadequate technical data or inaccuracies or delays by the Customer in transmitting information or data necessary for the shipment of the Products; b) difficulties in obtaining supplies of raw materials; c) production or order planning problems; d) partial or total strikes, lack of electricity, natural disasters, measures imposed by public authorities, transportation difficulties, force majeure causes; e) any inconvenience related to transportation.
4.3 The occurrence of any of the events listed above shall not entitle the Customer to claim compensation for any damages or indemnities of any kind.
4.4 The production and delivery of the Products may be suspended due to changes in the financial conditions of the customer (Article 1461 of the Civil Code).
4.5 The Customer is obliged to accept the delivery of the supplies, to verify the accessibility of the means of transport to the place of delivery in advance, to guarantee or obtain permits for the entry and unloading of the supplies, and to prepare an area suitable for the placement of the Products.
4.6 In any case where the Customer refuses or requests a delay or is not available to accept the delivery or makes it materially impossible to deliver as per the preceding article, except for greater compensation for damages, a penalty of 5% of the price of the Products for each week of delay from the originally scheduled delivery date is charged to the Customer. The risk of the perishability of the Products is, in this case, solely borne by the Customer. In case of delay in accepting the Products exceeding two months, Sercom Italia s.r.l. Uni has the right to terminate the contract without the need for notice of default.
4.7 Sercom Italia s.r.l. Uni reserves the right to make partial deliveries.
4.8 In any other case of delivery delay exceeding 30 days, the Customer must notify Sercom Italia s.r.l. Uni in writing, granting Sercom Italia s.r.l. Uni a period of at least 30 days for the delivery of the Products.
4.9 Unless in the case of fraud or gross negligence, Sercom Italia s.r.l. Uni cannot be held responsible for any damages arising and/or connected to the delay in the delivery of the Products. Under no circumstances can Sercom Italia s.r.l. Uni be held liable for indirect or consequential damages of any kind, such as, for example, losses resulting from the inactivity of the Customer or loss of profit.
5.TERMS OF DELIVERY
5.1 Sales contracts are governed, as far as defining their respective obligations and risks of Sercom Italia s.r.l. Uni and the Customer, by Incoterms 2020, subject to the right of Sercom Italia s.r.l. Uni to specify a different term in the offer and order confirmation. The place of delivery associated with the choice of Incoterms will be specified in the Offer and order confirmation.
6.PRICE AND TERMS OF PAYMENT
6.1 Unless otherwise specified, prices will be determined according to the most recent published Price List.
6.2 Prices, unless otherwise specified, shall be relative to the goods only and do not include VAT or taxes, duties, taxes, of any kind and nature, which are the responsibility of the Buyer according to the chosen Incoterms.
6.3 Payments, unless otherwise agreed, must be made in Euros.
6.4 Unless otherwise agreed in writing between the Parties, the Customer undertakes to make payment of the amounts due within 30 days from the date of issuance of the invoice.
6.5 The payment term of 30 days starts from the date of issuance of the invoice, and payment must be received by the Seller within this period.
6.6 Failure to pay within the agreed time gives Sercom Italia s.r.l. Uni the right to request payment of overdue interest calculated at the official reference rate of the European Central Bank plus 8 (eight) points.
6.7 Failure to pay within the specified term gives Sercom Italia s.r.l. Uni the right to suspend the delivery of the Products and terminate each individual and separate Sale signed.
6.8 In no case can the Customer suspend or delay payment under Article 1462 of the Civil Code.
6.9 In the case of temporary impossibility of executing the Contract by Sercom Italia s.r.l. Uni, the payment terms on the part of the Customer are not suspended.
6.10 The Buyer has no right to make any payment offset.
7.INCOTERMS, OWNERSHIP RESERVATION, AND TRANSFER OF RISKS FROM SERCOM ITALIA S.R.L. UNI TO THE CUSTOMER
7.1 Any reference to commercial terms shall be deemed to be made to the International Chamber of Commerce’s Incoterms in force at the time of the conclusion of the sales contract.
7.2 Unless otherwise agreed, even in derogation from the Incoterms commercial term chosen in the contract, the following rules shall apply. The moment of the transfer of ownership of the Products from Sercom Italia s.r.l. Uni to the Customer is the full payment of the sums established in the contract. In case the supply of Products is the subject of deliveries and payments distributed, the ownership of individual Products will pass only with the full payment of the entire supply. Until full payment, the ownership of the Products remains with Sercom Italia s.r.l. Uni, with the express prohibition by the Customer to assign or alienate the Products until the full payment is made.
7.3 In case of resolution of the contract, Sercom Italia s.r.l. Uni may reclaim and remove the Products at any time and wherever they may be.
8.VERIFICATION OF QUANTITY AND TYPE OF PRODUCTS
8.1 Any discrepancy of the Products delivered to the Customer concerning the type and quantity indicated in the Sale must be reported in writing to Sercom Italia s.r.l. Uni within eight days from the delivery date. If the complaint is not communicated within the aforementioned period, the delivered Products will be considered as conforming to those ordered by the Customer, constituting a waiver of any action aimed at their disavowal, even possibly under Article 1665 of the Civil Code.
9.1 If requested by the Customer, Sercom Italia s.r.l. Uni guarantees that the Products are free from defects for the shelf-life period. In any case, the warranty is valid until the expiration date, as declared by Sercom Italia s.r.l. Uni. Sercom Italia s.r.l. Uni guarantees that the Products sold under these conditions are free from defects and intended for the agreed-upon use in the individual Sale, with the exceptions mentioned in Article 10.
9.2 The warranty will not apply to those Products whose defects are due to (I) damages caused during transport; (II) negligent or improper use of the same.
9.3 Provided that the Customer’s claim is covered by the warranty and notified within the terms of this article, Sercom Italia s.r.l. Uni will only replace the quantity of the Product that is defective or faulty. Sercom Italia s.r.l. Uni may alternatively grant the Customer a refund or a discount equal, at most, to the list price of the defective and faulty Product or part(s).
9.4 The Customer must report in writing to Sercom Italia s.r.l. Uni the presence of defects or faults within 8 days from the delivery of the Products if they are obvious defects or faults, or within 8 days from the discovery in the case of hidden defects or faults not detectable by a person of average diligence, but in any case, not beyond the shelf-life period and after they have been included in any production process.
9.5 The Products subject to the complaint must be immediately sent to the headquarters of Sercom Italia s.r.l. Uni, or to any other place indicated by the latter from time to time, at the expense of the Customer unless otherwise agreed between the parties, to allow Sercom Italia s.r.l. Uni to carry out the necessary checks.
9.6 In any case, the Customer cannot assert warranty rights against Sercom Italia s.r.l. Uni if the price of the Products has not been paid under the agreed conditions and terms, even in the case where the non-payment of the price under the agreed conditions and terms refers to Products different from those for which the Customer intends to assert the warranty.
9.7 Without prejudice to what is indicated in the previous art. 9.3 and except in the case of fraud or gross negligence, Sercom Italia s.r.l. Uni will not be liable for any damage arising and/or connected to the defects of the Products. In any case, Sercom Italia s.r.l. Uni will not be held responsible for indirect or consequential damages of any kind, such as, for example, losses resulting from the inactivity of the Customer or loss of profit.
9.8 In any case, the Customer’s right to compensation for damages will be limited to a maximum amount equal to the value of the Products that have defects or faults.
10.1 Product samples are not for sale and will not be provided unless there is a specific agreement with Sercom Italia s.r.l. Uni.
10.2 Sercom Italia s.r.l. Uni reserves the right, for any production need, to modify the formulation of any Product without the need for notice. The change in the formulation of a Product does not entail either the definition of the Product as a new product or as a defective or faulty Product.
10.3 If not expressly specified in the Sale, all information about a Product provided by Sercom Italia s.r.l. Uni, such as, for example and not exhaustively, project proposals, processing information, laboratory tests, industrial tests, and any other production test, interaction with other ingredients, recipes, instructions for use, dosages, and other data appearing in catalogs, advertisements, illustrations, price lists, on its website or in other illustrative documents of Sercom Italia s.r.l. Uni, as well as the characteristics of samples sent by Sercom Italia s.r.l. Uni to the Customer, are not binding and do not contain any promise of quality in relation to the Products; in any case, Sercom Italia s.r.l. Uni will be responsible for the results of the processing stages in which the Products will be involved.
10.4 Sercom Italia s.r.l. Uni does not declare and does not guarantee that the Products comply with: (i) regulations other than Italian ones; (ii) any special use; (iii) any use in the countries of final destination of the Products.
10.5 If not expressly specified in the Sale and accurately and exhaustively described the requirements, the Products are not guaranteed for the production of food intended for the market of products for allergies and food intolerances. Sercom Italia s.r.l. Uni will never be responsible for the presence of allergens or substances that can cause intolerances in the Products.
- INTELLECTUAL PROPERTY
11.1 The Customer acknowledges that the trademark, and/or other trademarks on the Products or related to the supplied Products, and/or names and distinctive signs of the products and other technical documents related to them are the exclusive property of Sercom Italia s.r.l. Uni or third parties who have licensed them.
11.2 Unauthorized use of the trademarks on the products or related to the supplied products, and/or names and distinctive signs of the products and other technical documents related to them is prohibited. In particular, the Customer is prohibited from reproducing in whole or in part technical data sheets and/or formulations of purchased or viewed products, or exploiting technical information related to them for purposes not directly related to their supply. Furthermore, the Customer is prohibited from communicating news and technical information concerning the products and that may also allow their reproduction. The Customer is also prohibited from erasing or altering the trademarks or other distinctive signs affixed to the Products.
11.3 The information exchanged between the parties is to be considered confidential and, therefore, cannot be disclosed to third parties without the written consent of the other party.
- EXPRESS RESOLUTION CLAUSE
12.1 Sercom Italia s.r.l. Uni has the right to resolve, pursuant to and for the purposes of art. 1456 of the Civil Code, at any time by written communication to be sent to the Customer, the individual Sale in case of non-fulfillment of the obligations provided for in articles: 4.5; 6.2; 6.3; 6.4.
- ASSIGNMENT OF THE CONTRACT OR CREDITS
This Agreement, each Sale, and any related right or obligation cannot be assigned to third parties by the Customer. Sercom Italia s.r.l. Uni can assign one or all of its claims arising from this Agreement or any Sale without the prior written consent of the other party.
All notices, requests, complaints, requests, and other communications below must be written and sent to Sercom Italia s.r.l. Uni only via certified email to the following addresses: [email protected].
- ATTACHMENTS AND THEIR VALIDITY
15.1 All attachments, including but not limited to samples, technical data sheets, and reference documents, attached to this Contract are considered valid and constitute an integral part of the Contract.
15.2 Any modifications or integrations to this Contract will be valid only if formalized in writing and included as attachments, duly signed by both Parties.
15.3 In case of any inconsistencies between the provisions of the Contract and those of the attachments, the provisions of the attachments will prevail.
- LEGAL DOMICILE, JURISDICTION, APPLICABLE LAW
16.1 Sercom Italia s.r.l. Uni is legally domiciled at its main office.
16.2 All disputes arising from this contract, even of a non-contractual nature, related or connected to it, will be under the exclusive jurisdiction of the Court of Palmi.
16.3 These Sales Conditions and each Sale will be governed by Italian law.