These terms and conditions apply in full to each order and to all of our sales, unless otherwise stipulated which must be expressed and placed in writing by our Company. The sending or delivery of any purchase order by the Buyer to our Company implies full and unreserved acceptance by him/her of our Company’s general conditions of sale, even if not signed by him/her. These general conditions are reported on our website (www.butos.it) and in each Order Confirmation form is indicated how to download them. They are therefore considered known by all buyers.
- OFFERS AND PRICE LIST UPDATES
Offers and price list updates are subject to the general conditions of sale that are reported on our website (www.butos.it) and in each form of Confirmation of Offer and/or Update price lists is indicated how to download. These conditions are considered accepted by sending or delivering the Order.
Each order placed by the Buyer is subject to written acceptance (c.d. Customer Order Confirmation) by our Company and implies acceptance of the general conditions of our Company. The transmission of the order commits the Buyer, unless otherwise specified in writing, to the prices, price list conditions and general conditions of sale of our Company in force on the date of Order Confirmation.
The Contract of sale will be considered concluded, becoming binding for the parties, when the Order Confirmation of our Company will reach the Buyer (by e-mail, fax, mail, by hand). The Order Confirmation sent by our Company defines and reports all the final and binding conditions and contents of the Contract, fully replacing the Order sent by the Buyer. Should the Order Confirmation contain additions, limitations or other variations to the Order, the Buyer’s consent to such variations shall be deemed to be tacitly granted unless contested in writing by our Company within 24 (twenty-four) working hours from receipt of the same. The Order Confirmation and these general terms and conditions will prevail in any case over any general or particular purchase conditions prepared by the Buyer. Any written or verbal conditions sent by our collaborators, employees of our Company or sales agents shall be invalid if not reproduced in the text of our Order Confirmation or if not confirmed in writing by our Company.
Any requests for changes or modifications of the Order by the Buyer are subject to approval by our Company and must be received promptly in order to allow the implementation of the relevant changes also with regard to the organization and production by our Company. In this case our Company reserves the right to delay the delivery time and to change the price.
- OBJECT OF THE CONTRACT
The contract has as its object the supply of food and non-food products, with the possibility of graphic customization for the quantities specified in our Order Confirmation or in any subsequent change sent by fax, e-mail or by hand by our Company. The subject matter of this contract with our Company does not include samples of material to be subjected to tests and/or trials, all information provided in any form or location for the processing of our products such as: project proposals, processing information, laboratory tests, industrial trials and any production tests; therefore, we do not assume any responsibility for the processing phases following the supply of our products, even with regard to their interaction with other ingredients. The data contained in our catalogs, advertisements, illustrations, price lists, our website or other illustrative documents of our Company, as well as the characteristics of the samples sent by our Company to the Buyer, have the character of mere indications, shall not be binding and do not contain any promise of quality in relation to the products. These points have no binding value if they are not expressly mentioned in the Order Confirmation. Our Company reserves the right to make at any time to its products those non-substantial technical changes dictated by production requirements that it deems convenient, without any obligation to communicate.
The prices of our goods are always intended Ex Works – INCOTERMS unless otherwise agreed between the parties in relation to the quantities ordered. Any payments made to agents, representatives, employees or collaborators of our Company, or couriers appointed by us, will not be considered valid until the relative sums reach our Company. The prices applied are those indicated in the price list or in the last offer sent to the Buyer by our Company, valid at the time of delivery of our products with the application of the respective value added taxes, unless otherwise indicated to be proved in writing in our Order Confirmation or in another document coming from us.
The Company reserves the right to increase the purchase prices in the light of additional charges incurred due to changes in customs procedures caused by new political structures and/or changes in international agreements between States, resulting in increased costs for our company. In particular, by way of example and not exhaustive, we refer to charges incurred for: increase in customs formalities; application of duties; application of prohibitions or restrictions implying the request of specific import licenses; need for declarations regarding payments and fiscal fulfilments (e.g.: application of VAT); possible customs clearance operations of the goods (e.g.: for movements and control of products subject to excise duty); need to carry out labelling, marking, identification, certification and composition operations of the goods on the basis of the food legislation in force; limitations to the transport system.
- TERMS OF PAYMENT
Payment shall be made, unless otherwise agreed in writing, according to the terms and methods indicated in the Order Confirmation, by bank receipt, bank transfer to the bank indicated by our Company or by direct remittance.
Our Company reserves the right to request advance payments. Our Company reserves the right to request advance payments, even in advance, compared to the term indicated in the Order Confirmation in the light of additional charges incurred due to changes in customs procedures caused by new political structures and/or changes in international agreements between States. In particular, by way of example and not exhaustive, reference is made to charges incurred due to: increase in customs formalities; application of duties; application of prohibitions or restrictions implying the request of specific import licenses; need for declarations regarding payments and tax fulfilments (e.g.: application of VAT); possible customs clearance operations of goods (e.g.: for movements and control of products subject to excise duty); need to carry out labelling, marking, identification, certification and composition operations of goods on the basis of the food legislation in force.
The delivery of the goods, with transfer of the risk of perishment of the same to the Buyer, is considered as the withdrawal by the forwarder/carrier or the autonomous withdrawal of the goods by the Buyer if agreed between the parties.
- LATE PAYMENTS
In case of delayed, failed or partial payment by the Buyer, our Company reserves the right to immediately suspend the supply, and / or terminate all existing contracts with the Buyer, even if not related to the payment in question, without prejudice to the right to recovery of sums due. In the event of delayed, failed or partial payment, default interest will accrue on all sums due, calculated in accordance with Legislative Decree No. 231/2001 without the need for formal notice, and all credits will become immediately due with forfeiture of the benefit of the term. No objection for possible non-fulfilments, nor any exception, nor legal action of any kind may be raised or exercised by the Buyer unless the price has been paid in full. No set-off is permitted between the price due to our Company and any credits claimed by the Buyer, unless agreed between the parties. The Buyer is obliged to pay the price in full, even in case of disputes, in accordance with the “solve and replace” clause.
Unless otherwise agreed, the delivery of the goods is intended Ex Works – INCOTERMS valid. It is the faculty of our Company to carry out partial deliveries and/or divided deliveries of the goods. The delivery terms indicated in the Order Confirmation are not essential terms, unless otherwise expressly agreed in writing. Force majeure (industrial disputes and any other circumstances beyond the control of the seller such as fire, war, flood, drought, strikes, breakdowns and failures in production facilities, massive military mobilization, revolutions, confiscations, embargoes, roadblocks, delays or defects in the deliveries of subcontractors due to any circumstance that refers to this clause) or other exceptional or unforeseeable circumstances that may occur with respect to our Company or our suppliers (such as, but not limited to, production delays, product non-conformity with respect to the technical data sheet detected following specific analysis by accredited laboratories, etc.. ) suspend the terms for delivery, without any liability for our Company, provided that communicated to the Purchaser. Our Company will not be held responsible for delayed/missed delivery due to force majeure or other exceptional or unforeseeable circumstances that may occur against our Company or our suppliers during the production/processing process or during loading and/or transport. Force majeure or other exceptional circumstances also include delays caused by changes in customs procedures brought about by new political arrangements and/or changes in international agreements between states. In particular, by way of example but not limited to: increase in customs formalities; application of duties; application of prohibitions or restrictions implying the request of specific import licenses; need for declarations regarding payments and tax fulfilments (e.g.: application of VAT); possible customs clearance of goods (e.g.: for movements and control of products subject to excise duty); need to carry out labelling, marking, identification, certification and composition of goods on the basis of the food legislation in force; limitations to the transport system.
Should there be a delay in the delivery of the goods of more than 30 (thirty) days, which does not depend on force majeure or other unforeseeable events, the Buyer is obliged to contest such delay in writing to our Company, which will have a period of 30 (thirty) days to make the delivery. The Buyer shall have no right to compensation for damages. In case of split deliveries, the above provisions shall apply. Our Company is not liable for damages due to early or late delivery, total or partial.
- RISK OF DAMAGE TO THE GOODS
The risk of loss or damage to the goods shall pass to the purchaser at the latest when the goods leave our works or warehouses or upon delivery to the shipper/carrier or to the purchaser himself who takes delivery of the goods. Our Company shall not be liable for any loss or damage to the goods as a result of the transfer of risk. In the event of a delay by the Buyer in taking delivery of the goods, if the risk has not already passed to the Buyer pursuant to the preceding paragraph, the risk shall pass to the Buyer on the scheduled delivery date. Our Company guarantees the shelf-life of the product based on the delivery foreseen in our Order Confirmation. Any delay in delivery due to self-collection by the Buyer or its agents shall not give rise to any claim by the Buyer. The Buyer is obliged to pay the price in full in the event of damage or loss of the goods after the transfer of risks to the same.
The Buyer is obliged to check the conformity of the goods and the absence of defects within 8 (eight) days from receipt, and in any case before carrying out any additional work on the same. Any complaints will be considered valid only if communicated in writing by PEC within 8 (eight) days of receipt of goods. Any hidden defects must be reported in writing by PEC within 8 (eight) days of discovery. Any complaints must be detailed and specific, indicate exactly the defects found and, at the request of our Company, must also include the return of the defective product at the expense of the Purchaser in order to allow the appropriate checks.
Our Company guarantees the conformity of the products: the conformity of the products means that they correspond in quality and type to what is established in the contract and the valid technical data sheet and that they are free from defects that may make them unsuitable for their intended use. Samples, indications contained in brochures or information resulting from other advertising material are not binding and do not contain any promise of quality in relation to the products. Our Company assumes no responsibility for the compliance of the product with the regulations of foreign countries where the product will be used or intended, about any special uses, about the usual uses in the countries of destination.
The allergens listed in the technical data sheets are the result of risk analysis carried out by the producer during all stages of the process (collection, transport, processing, storage). In case of productions destined to those who suffer from food intolerances and allergies, the Buyer is requested to contact our Company to verify the feasibility of the production. The data reported in the Technical Data Sheet are provided by the manufacturer, with the notation that for the use of the product in areas subject to regulations, the customer is required to inform himself and follow the legislation in force in his country.
The warranty of conformity does not apply in case of incorrect use by the Buyer. It will be the Purchaser’s responsibility to provide our Company with proof of proper use. The warranty does not extend to defects that are attributable to Buyer’s requests for changes in production standards, requests of third party companies engaged by Buyer, subsequent processing and/or other causes that are not the subject of our supply. In general, under no circumstances shall our Company be liable for conformity defects that have their cause in a fact subsequent to the transfer of risks to the Buyer pursuant to Art. no. 10.
- CONTENTS OF THE WARRANTY
In the event of a claim for defects under the terms and conditions set forth in Section 11, our Company will inspect the product in dispute as soon as it is sent to our factory or warehouse at the Buyer’s expense. In case the contested defects or faults will be accepted by our Company, we will replace the supply of products of the same kind and quantity of those found to be non-conforming on the basis of product availability.
Before replacing the goods, the Buyer shall return the defective goods to us, agreeing with our Company on the destination of the claimed goods.
The replacement is intended only for the damaged/claimed quantity and not for the whole lot. No compensation for damages is due, in particular the Buyer may not make any other claims for damages, price reduction or termination of the contract.
In no event shall our Company be liable for indirect or consequential damages, for damages due to lack of or reduced production even with respect to already agreed delivery terms.
- PROHIBITION OF ASSIGNMENT BY THE BUYER
The present contract and the rights deriving from it cannot, in whole or in part, be transferred by the Buyer without the written consent of our Company. The right of the Seller to transfer to third parties the right of credit arising from the order confirmation – sales contract towards the Buyer, subject to prior notice to the same, remains unaffected.
- FORM, EXCLUSIVITY AND NULLITY
Any modification to this contract will not be valid unless made in writing and approved by our Company. The eventual nullity of any of the clauses foreseen in this contract will not result in the nullity of the entire contract, which must be integrated and interpreted in its entirety.
The Customer acknowledges that the brand, and / or other marks shown on the Products or related to the Products supplied, and / or names and distinctive signs, as well as models, drawings relating to products and other technical documents relating to them are the exclusive property of Nuova Butos Ho.Re.Ca. Soc Coop. or third parties who have licensed them, unless the logos and messages contained therein are not owned by the Buyer who has granted the use for customization. It is forbidden to make unauthorized use of the trademarks shown on the products or linked to the products supplied, and/or distinctive names and signs, as well as models, drawings relating to the products and other technical documents relating to them. In particular, it is forbidden for the Customer to totally and/or partially reproduce models, drawings relating to the products purchased or viewed, or to exploit the technical information relating to them for purposes not directly connected to their supply. Furthermore, the Customer is forbidden to communicate news and technical information concerning the products and which may also allow their reproduction. The Customer is also forbidden to delete or alter the trademarks or other distinctive signs affixed to the Products.
The brands / logos / advertising messages provided by the Customer for the customization of products are the property of the Customer who assumes responsibility for intellectual property and content (text and graphics) approved by the Customer.
Our Company may terminate this contract, without notice, by declaring its willingness to terminate, communicated in writing to the Purchaser by PEC or email or fax to the occurrence of one of the following events that constitute express termination clauses under Article. 1456 Civil Code:
- Failure to pay, in whole or in part, what is due by the Buyer Company in accordance with the times and procedures provided for in this contract, unless our Company avails itself of the right to demand the fulfilment of the contract, in any case with payment of the amount established in this contract, and subject to redetermination of the terms of the deliveries spread, in addition to compensation for damages;
- In case of declaration of bankruptcy of the Buyer or in case the Buyer is subject to bankruptcy proceedings;
3. In case of bankruptcy of our Suppliers of the goods object of the Order Confirmation by the Buyer.
1.For all that is not expressly provided for in these general conditions, Italian law applies and Articles. 1470 et seq. of the Italian Civil Code.
2.COMPETENT COURT For all disputes that may arise in relation to the existence, validity, interpretation, execution and termination of this contract, will be the exclusive jurisdiction of the Court of Forlì.
All communications regarding this contract must be made in writing, and will be considered validly made if sent by PEC, email or fax to the following address: Nuova Butos Ho.Re.Ca. Soc Coop.. – Via Palmiro Togliatti n.9, 47034 Forlimpopoli (FC) – Email PEC: firstname.lastname@example.org
According to D. Lgs. No. 196 of 30.06.2003 and subsequent both companies declare that they have received information, and authorize as of now any treatment as well as communication and dissemination of data, including sensitive, necessary for the conclusion of this supply contract. Both parties also undertake to provide, at their own care and expense, for any fulfillment of the aforementioned legislative decree for third parties within their competence that, during the course of the contractual relationship in question, should become necessary for the performance of the task received.
- TECHNICAL STANDARDS AND MANUFACTURER’S RESPONSIBILITY
As far as the characteristics of the products marketed by our Company are concerned, they comply with the legislation, the technical standards in force in Italy and the specific product standards at the time of the conclusion of the contract. The Buyer assumes the entire risk of any discrepancy between the Italian standards and those of the country of destination of the products, holding our Company harmless from any claim for damages or penalties or other economic consequences. Our Company guarantees the quality of the products only and exclusively in relation to their conforming uses.