general terms and conditions of sale
1) Definitions.
1.1 For the purposes of these general terms and conditions of sale (hereinafter referred to as the “Terms and Conditions of Sale”), the following terms shall have the meanings hereinafter ascribed to them: – “Starplast”: Starplast S.r.l.; – “Customer”: any company, entity or legal entity that purchases the Products of Starplast S.r.l.; – “Products”: the goods produced, assembled and/or sold by Starplast S.r.l.; – “Order(s)”: each proposal to purchase Products forwarded by the Customer to Starplast S.r.l. exclusively by fax, e-mail and/or agents and representatives; – “Sale(s)”: each sales contract concluded between Starplast S.r.l. and the Customer following the Customer’s receipt of Starplast S.r.l.’s written acceptance of the Order; – “Trademarks”: all trademarks of which Starplast S.r.l. is the owner or licensee; – “Intellectual Property Rights”: all intellectual and industrial property rights of Starplast S.r.l., including, without limitation, rights relating to: patents for inventions, designs or models, utility models, Trademarks, know-how, technical specifications, data, whether such rights have been registered or not, as well as any application or registration relating to such rights and any other right or form of protection of a similar nature or having equivalent effect.
2) Purposes.
2.1 These Conditions of Sale apply to all Sales of Products. In the event of any conflict between the terms and conditions set forth in these Terms of Sale and the terms and conditions agreed upon in the individual Sale, the latter shall prevail. Starplast S.r.l. shall not be bound by Customer’s general conditions of purchase (hereinafter, “GCP”), even in the event that they are referred to or contained in orders or any other documentation from Customer, without the prior written consent of Starplast S.r.l.. The GCP shall not be binding on Starplast S.r.l. even by tacit consent. 2.2 Starplast S.r.l. reserves the right to add, modify or delete any provision of these Terms of Sale, it being understood that such additions, modifications or deletions shall apply to all Sales concluded as of the thirtieth day following notification to the Customer of the new Terms of Sale.
3) Orders and Sales
3.1 The Customer shall submit to Starplast S.r.l. Specific Orders containing the description of the Products, the quantity required, the price and the terms required for delivery. 3.2 The Sale shall be deemed concluded: (1) when the Customer receives from Starplast S.r.l. a written confirmation (such confirmation may be sent by e-mail, fax or telematic means) complying with the terms and conditions of the Order (2) in the event that the Customer receives from Starplast S.r.l. a written confirmation containing terms that differ from those contained in the Order, two business days after the date of receipt of the confirmation containing differing terms without Starplast S.r.l. receiving a written objection from the Customer within the aforementioned period; (3) in the absence of written confirmation from Starplast S.r.l., at the time the Products are delivered to the Customer. 3.3 Orders duly accepted by Starplast S.r.l. may not be cancelled by the Customer without the written consent of Starplast S.r.l..
4) Price of the Products
4.1 The prices of the Products shall be those indicated in Starplast S.r.l.’s price list in force at the time the Order is placed by the Customer or, if the Product is not included in the price list or the price list is not available, those indicated in the Order and confirmed in writing by Starplast S.r.l. at the time the Order is accepted. Except as otherwise agreed in writing between the parties, the above prices shall be calculated ex-works, exclusive of VAT and discounts. These prices do not include the costs of packaging, shipping and transportation from Starplast S.r.l.’s premises to those of the Customer. Such costs shall be borne separately by the Customer. 4.2 Starplast S.r.l. shall retain ownership of the Products until full payment of the price of the same. The Customer shall take all steps required by local laws in order to make this retention of title clause valid and enforceable against all third parties also by operating the registration in any appropriate register, where locally required. 4.3 Starplast S.r.l. reserves the right to unilaterally change, without prior notice and with immediate effect, the prices shown in the price list in cases where the adjustment is due to circumstances beyond Starplast S.r.l.’s control (by way of example only: an increase in the price of raw materials and labor costs or changes in exchange rates).In all other cases, the change will be communicated to the Customer and will take effect on all Orders received by Starplast S.r.l. as of the 30th day following the date on which the changes were notified to the Customer.
5) Delivery Terms.
5.1 Except as may be otherwise agreed in writing between the parties, Starplast S.r.l. will deliver the Products ex-works at its facilities, as that term is defined in the INCOTERMS 2010 published by the International Chamber of Commerce in their most current version, in effect at the time of delivery. If requested, Starplast S.r.l. will arrange transportation of the Products at Customer’s risk, cost and expense. 5.2 Delivery shall take place within the term indicated in the Order as accepted in the Order confirmation or, if the term has not been indicated in the Order, within the term of 60 days starting from the first working day following the confirmation of the individual Order. Delivery terms are indicative and are not essential terms within the meaning of Article 1457 of the Civil Code and, in any event, do not include transportation time. 5.3 Without prejudice to the provisions of art. 5.2 above, Starplast S.r.l. shall not be held liable for delays or non-delivery attributable to circumstances beyond its control, such as but not limited to: (a) inadequate technical data or inaccuracies or delays by the Customer in transmitting to Starplast S.r.l. information or data necessary for the shipment of the Products;a) inadequate technical data or inaccuracies or delays of the Customer in transmitting to Starplast S.r.l. information or data necessary for the shipment of the Products; b) difficulties in obtaining supplies of raw materials; (c) problems related to production or order planning; d) partial or total strikes, power failure, natural disasters, measures imposed by public authorities, difficulties in transportation, force majeure, riots, terrorist attacks and all other causes of force majeure; (e) delays on the part of the shipper. 5.4 The occurrence of any of the events listed above shall not entitle the Customer to claim damages or compensation of any kind.
6) Transportation
6.1 Except as otherwise agreed in writing between the parties, transportation will always be at the expense and risk of the Customer. In the event that Starplast S.r.l., pursuant to Article 5.1, is requested to take care of the transport of the Products, Starplast S.r.l. will choose the means of transport it deems most appropriate in the absence of specific instructions from the Customer.
7) Payments
7.1 Salvo diverso accordo scritto tra le parti, Starplast S.r.l., a sua discrezione, emetterà le fatture al momento dell’accettazione dell’Ordine o della consegna dei Prodotti. 7.2 I pagamenti dovranno essere effettuati in Euro ed entro il termine di 30 giorni decorrenti dall’ultimo giorno del mese in cui è stata emessa la fattura. 7.3 Il mancato pagamento nel tempo concordato darà diritto a Starplast S.r.l. di chiedere al Cliente il pagamento degli interessi scaduti al tasso stabilito dal Decreto Legislativo n. 231/02. 7.4 Il mancato pagamento o il ritardo nei pagamenti superiore a 30 giorni daranno a Starplast S.r.l. il diritto di sospendere la consegna dei Prodotti e risolvere ogni singola Vendita sottoscritta. La sospensione della consegna dei Prodotti o la risoluzione delle Vendite non darà il diritto al Cliente di pretendere alcun risarcimento dei danni. 7.5 Ogni reclamo relativo ai Prodotti e/o alla consegna dei medesimi non potrà in alcun caso giustificare la sospensione o il ritardo nel pagamento.
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8) Non-conformities
8.1 Any non-conformity of the Products delivered to the Customer with respect to the type and quantity indicated in the Order must be reported in writing to Starplast S.r.l. within five days from the date of delivery. If the complaint is not communicated within the aforementioned term, the Products delivered will be considered as conforming to those ordered by the Customer.
9) Warranty
9.1 STARPLAST S.r.l. guarantees that its products made of polyethylene by means of rotational molding technology maintain their primary characteristics of inalterability and impermeability of the container over time. Each product comes with technical data sheets, certifications and instruction booklets according to current regulations. The polyethylene containers are guaranteed for a period of 24 months, while any electromechanical components (pumps, compressors, electrical panels, etc…) are guaranteed for a period of 12 months from the date of delivery of the goods resulting from the delivery note. Warranty shall mean the repair or replacement of the product free of charge excluding the cost for its removal, which in STARPLAST’s unquestionable judgment is found to be defective in origin due to manufacturing or material defects. 9.2 Warranty lapses when: – Questioning methods are not scrupulously applied. The warranty is therefore excluded in the event that the defect and non-conformity do not derive from causes attributable to the production of the product but rather from the incorrect laying of the same; in any case, the methods of interruption indicated are indicative and general and can never be a source of responsibility for Starplast S.r.l. in the event of incorrect laying of the product. – The product has been tampered with or repaired without authorization from STARPLAST – The product is being used for purposes other than for which it was purchased – If defects are caused by normal wear and tear of the product – If the connections of components and equipment are made without adequate protection or do not comply with the instructions provided in the instruction booklets enclosed with the supply 9.3 The lack of conformity and the defect must be reported in writing, under penalty of forfeiture of the warranty, within 8 days from the date of delivery of the product or the date of discovery. In any case, the conformity defect or defect, shall be reported within the 24-month limitation period for Polyethylene containers and within the 12-month limitation period for electromechanical components and equipment. Each product of STARPLAST s.r.l. is subjected to inspection and testing, however, it may be damaged due to transportation or storage, for which responsibility must be ascertained from time to time; therefore, STARPLAST S.r.l. recommends that the integrity of the product be checked before its installation and use and annotated on the delivery note. The purchaser, at his or her own expense, shall return the nonconforming or defective product to the headquarters of STARPLAST S.r.l. or to the authorized service center indicated by it.Having ascertained the existence of the lack of conformity and defect and the responsibility of STARPLAST S.r.l., the purchaser shall be entitled, at the sole discretion of STARPLAST S.r.l to the repair of the product or its replacement in the shortest possible time without the purchaser being able to suspend ongoing payments. Delivery of the repaired or replaced products will take place ex-works. 9.4 The warranty excludes: – Installation expenses – Damage due to non-use – Damage to third parties – Damage resulting from loss of contents – Costs of transporting the product to our premises – Restoration of installation locations
10) Intellectual Property Rights
10.1 The Intellectual Property Rights are the total and exclusive property of Starplast S.r.l. and their communication or use within the scope of these Conditions of Sale does not create, in relation to them, any right or claim on the part of the Customer. The Customer undertakes not to perform any act incompatible with the ownership of the Intellectual Property Rights. 10.2 The Customer declares that: (I) Starplast S.r.l. is the exclusive owner of the Trademarks; (II) will refrain from using and registering trademarks that are similar and/or confusable with the Trademarks; (III) shall use the Marks solely in compliance with Starplast S.r.l.’s instructions and solely for the purposes set forth in these Terms of Sale.
11) Express termination clause.
11.1 Starplast S.r.l. shall have the right to terminate, pursuant to and for the purposes of art. 1456 of the Italian Civil Code, at any time by written notice to be sent to the Customer, the individual Sale in the event of non-fulfillment of the obligations provided for in articles: 4 (Price of the Products); 7 (Payments); 10 (Intellectual Property Rights).
12) Change in the patrimonial conditions of the Customer.
12.1 Starplast S.r.l. shall have the right to suspend the performance of its obligations arising from the Sale of the Products, pursuant to Article 1461 of the Italian Civil Code, in the event that the Customer’s financial conditions become such as to seriously jeopardize the achievement of the counter-performance unless suitable security is provided.
13) Legal domicile, applicable law and jurisdiction
13.1 Starplast S.r.l. is legally domiciled at its principal place of business. 13.2 The Conditions of Sale and each individual Sale shall be governed by and construed in accordance with Italian Law to the exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods. 13.3 All disputes arising out of or in connection with these Conditions of Sale and/or each Sale shall be subject to the exclusive jurisdiction of the Court of Urbino. 13.4 Except as agreed in Article 13.3 above, Starplast S.r.l. reserves the right, when bringing an action as plaintiff, to bring such action in the Customer’s place of residence, in Italy or abroad.
