These general terms and conditions of sale apply in full to each order and to all the sales generated by Artmenu Factory
These general terms and conditions of sale apply in full to each order and to all the sales generated by Artmenu Factory s.r.l. (hereinafter also the Company), except in the case of the drawing up of formal dedicated agreements with terms which expressly depart from the content of this document. The forwarding or consignment of any purchase order by the Purchaser to the Company implies the full and unreserved acceptance by the Proponent of these general terms and conditions of sale, even if not signed by the same.
1. OFFERS AND PRICE LIST UPDATES
The offers and price list updates are to be considered, for all purposes of reason and law, subject and subordinate to the general terms and conditions of sale indicated on the Company's website (www.artmenu.com), and each Offer Confirmation form and/or Price List Update contains indication of the formalities by means of which awareness can be gained of them and they can be downloaded, in such a way these conditions are considered to be accepted and known by all Buyers. These conditions are considered to be accepted by means of conduct implying intent, by forwarding or consigning the Order.
Any order placed by the Purchaser is subject to written acceptance (so-called Order Confirmation) by the Company and implies acceptance of the general terms and conditions as indicated above. The forwarding of the order commits the Purchaser, unless otherwise specified in writing, with regard to the prices, price list conditions and general terms and conditions of sale in force on the date of forwarding of the Order Confirmation.
3. ORDER CONFIRMATION
The Sales agreement shall be deemed to have been concluded and shall become binding on the parties when the Company's Order Confirmation reaches the Purchaser (by certified e-mail, ordinary e-mail, fax message, post, by hand). The Order Confirmation sent by the Company defines and contains all the final and binding conditions and contents of the Agreement, replacing in full the Order sent by the Purchaser. If the Order Confirmation contains additions, limitations or other variations with respect to the Order, the Purchaser’s consent to such variations shall be deemed to be tacitly given unless there is written objection to be sent to the Company within 24 (twenty-four) working hours of receipt of the same. The Order Confirmation and these general contractual terms and conditions shall prevail in any event over any general or special purchase terms and conditions drawn up by the Purchaser. Any term or condition written or formulated verbally originating from contractors, employees of the Company or sales agents should be considered as lacking effectiveness if not reproduced in the text of the Order Confirmation or if not confirmed in writing by the Company.
Any requests for changes or amendments to the Order by the Purchaser are to be considered to be subject to and conditional upon formal approval by the Company and must be received promptly in order to allow the implementation of the related changes also with regard to the organisation and production by the Company of the goods forming the subject matter of the Order. In this event, the Company reserves itself the right to delay delivery times and to amend the financial terms and conditions of sale.
4. PURPOSE OF THE AGREEMENT
The purpose of the agreement is the supply of goods for the quantities specified in the Order Confirmation or in any subsequent amendment forwarded using the formalities indicated above by the Company. The purpose of this agreement does not include samples of material to be inspected and/or tested and information provided in any form or venue for the processing of products.
The Company reserves itself the right to retain one or more of the products supplied - manufactured in excess of the quantities ordered - for advertising purposes, including presentation at trade fairs or exhibitions in the sector; the Purchaser hereby gives his or her consent, nunc pro tunc, to such use, removing all objections.
The prices of the goods to be sold are always understood to be Ex Works (INCOTERMS in force at that time), unless agreed otherwise between the parties. Any payments or instruments made and/or issued to agents, representatives, employees or contractors of our Company, or couriers appointed by us, will not be considered apt to satisfy until the related amounts are - in fact - credited to the Company. The prices applied are those indicated in the price list or in the last offer sent to the Purchaser by the Company, valid at the time of delivery of our products with the application of the respective value added tax, unless otherwise indicated, to be proven in writing in the Order Confirmation or another document originating from the Company.
6. PAYMENT CONDITIONS
Payment will have to be made, unless agreed otherwise in writing, according to the deadline indicated in the Order Confirmation, by bank collection order, bank credit transfer to the bank indicated by our Company, cash on delivery and by direct remittance. Delivery of the goods with transfer of the risk of loss/deterioration of the goods to the Purchaser shall mean the collection of the goods by the forwarder/shipper or the independent collection of the goods by the Purchaser if agreed between the parties.
7. LATE PAYMENTS
In the event of late, failure to or partial payment by the Purchaser, our Company reserves itself the right to immediately suspend the delivery, and/or to terminate all existing agreements with the Purchaser, even if not relating to the payment in question, without prejudice to the right to compensation of the damage. In the event of late, failure to or partial payment, all sums due will accrue default interest calculated in accordance with Italian Legislative Decree No. 231/2001 without the need for formal notice of default, and all the amounts receivable will become immediately due with application of the acceleration clause. No offsetting is allowed between the price due to our Company and any amounts owed to the Purchaser. The Purchaser is obliged to pay the full price even in the event of disputes, applying the "solve e repete” clause.
Unless agreed otherwise, the supply of the goods is understood to be Ex Works (EX Works - INCOTERMS in force at that time). The Company has the faculty to make partial supplies and/or split deliveries of the goods. The delivery terms indicated in the Order Confirmation are not essential deadlines, unless expressly agreed otherwise in writing. Force majeure shall operate as justification relating to delivery delays (being understood to be express causes of force majeure, industrial disputes and any other circumstances beyond the control of the seller such as fires, wars, floods, droughts, strikes, breakdowns and breakages in production facilities, massive military mobilizations, revolutions, confiscations, embargoes, roadblocks, delays or defects in deliveries by subcontractors due to any circumstance that refers to this clause). If a delivery of the goods covered by the order confirmation is made within the 15 days before or after the date indicated in the order confirmation, the customer is precluded from raising any and all disputes regarding the terms of said delivery. No right to the compensation of damages will be due to the Purchaser. In the event of split deliveries, the above provisions are valid. Our Company shall not be liable for damages due to early or late, full or partial delivery.
9. RISK OF LOSS OR DETERIORATION OF THE GOODS
The risk of loss or deterioration of the goods is transferred to the purchaser at the latest when the goods leave the premises of our Company or on delivery to the forwarder/shipper or to the same Purchaser who takes steps to collect the supplied goods. Following the transfer of the risks, our Company will not be responsible for the loss or deterioration of the goods. In the event of delay by the Purchaser in taking delivery of the goods, the risk, if it has not already been transferred to the Purchaser pursuant to the preceding point, shall be transferred to the same on the envisaged delivery date. Our Company guarantees the shelf-life of the product on the basis of the delivery envisaged in our Order Confirmation. Any delay in delivery due to autonomous collection by the Purchaser or its appointees cannot give rise to complaints by the Purchaser. The Purchaser is obliged to pay the full price in the event of damage or loss/deterioration of the goods after the transfer of the risks to the same.
The Purchaser is obliged to check the compliance of the goods and the absence of defects within 8 (eight) days of receipt, and in any event before carrying out any activity on the same. Any disputes will only be considered valid if communicated in writing by means of certified e-mail within 8 (eight) days of receipt of the goods. Hidden defects will have to be reported in writing via certified e-mail within 8 (eight) days of discovery and, in any case, by the deadline of one year as from delivery of the goods. Any complaints will have to be detailed and specific, exactly indicate 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 compliance of the products under the terms established by law: compliance of the products is understood to be that they correspond in terms of quality and type to that which is established in the agreement and the technical fact sheet currently in force and that they are free from defects that may render them unsuitable for the use for which they are intended. Samples, indications contained in brochures or information emerging from other advertising material are not binding and do not contain any promise of quality in relation to the products. The Company does not undertake any liability for the compliance of the product with the legislation of foreign countries where the product will be used or is intended for, in relation to any special uses, or with regard to the uses normally envisaged in the countries of destination.
The compliance warranty does not apply in the event of incorrect use by the Purchaser. The Purchaser shall be responsible for providing the Company with proof of having correctly used the product. The warranty does not extend to defects that can be traced back to requests of the Purchaser, to requests of third parties appointed by the same, to subsequent processing and/or other causes that are not covered by the supply. In general, in no event shall the Company be liable for compliance defects whose cause can be found in an event subsequent to the transfer of the risk to the Purchaser pursuant to Article 10.
12. CONTENT OF THE WARRANTY
In the event that the defects are contested within the terms and by means of the formalities as per point 10 above, the Company will carry out a check on the product under dispute as soon as it is sent to our premises at the expense of the Purchaser. In the event that the Company accepts the reported defects or flaws, steps will be taken to replace the supply of products of the same type and quantity as those found to be non-compliant on the basis of the availability of the product.
Before replacing the goods, the Purchaser must return the faulty goods to us, if the return is expressly authorised by the Company, agreeing with the Company in relation to the documentation of the goods to be returned.
The replacement is intended only for the damaged/disputed quantity and not for the entire lot. No compensation for damages is due, in particular the Purchaser will not be able to make other claims for damage compensation, price reduction or termination of the agreement.
In the case of goods damaged during transport: only the goods transported by couriers appointed by our Company will be compensated and only if the damage is appropriately indicated on the delivery bills/consignment dockets/slips/computer systems (such as handheld devices) used by the Carrier.
In no event will our Company be liable for indirect or consequential damages, for damages due to loss of or reduced production even with respect to already agreed delivery terms.
The Company will not be liable for damages or loss of profit, including indirect, related to/associated with the replacement deadline for the products returned in agreement between the parties.
In any event, the seller's liability is to be considered limited to the value of the goods forming the subject matter of the Order as indicated in the same or established by the reference price lists.
13. RESTRICTION ON TRANSFER
This agreement and the rights deriving from the same cannot be transferred by the Purchaser, in full or in part, without the written consent of the Company. The faculty of the Seller to transfer the right to the amounts owed deriving from the Order Confirmation/sales agreement to third parties, vis-à-vis the Purchaser, is unaffected.
14. FORM, EXCLUSIVE RIGHT AND INVALIDITY
Any amendment to this agreement shall be invalid unless made in writing and approved by the Company. The possible invalidity of any one of the clauses envisaged in this agreement will not lead to the invalidity of the entire agreement, which will be supplemented and interpreted in its entirety.
The Company may terminate this agreement, without notice, by declaring its intention to terminate, communicated in writing to the Purchaser by means of certified e-mail or ordinary email or fax message on occurrence of any of the following events that represent express termination clauses pursuant to Article 1456 of the Italian Civil Code:
Failure to pay, in part or in full, the amount owed by the Purchaser according to the timescales and formalitiesenvisaged in this agreement, unless our Company avails itself of the faculty to request the fulfilment of the agreement, in any case with payment of the amount established in this agreement, and subject to redetermination of the split delivery terms, in addition to compensation for damages;
16. APPLICABLE LAW
For all matters not expressly envisaged by these general terms and conditions, Italian law applies.
With regard to all the disputes which may arise in relation to the existence, validity, interpretation, execution and termination of this agreement, the Reggio Emilia Court shall have exclusive jurisdiction.
All the communications regarding this agreement must be made in writing, and shall be deemed as validly made if sent via certified e-mail, ordinary e-mail or fax message to the following account: firstname.lastname@example.org.
In accordance with the current GDPR, both companies declare that they have received disclosure, and from this point on authorise any processing, as well as communication and divulgation of the data, including sensitive, necessary for the finalisation of this supply agreement. Both parties also undertake to see to, at their own diligence and expense, any fulfilment of the aforementioned legislative text for third parties insofar as they are responsible which, in the course of the contractual relationship in question, should become necessary for the accomplishment of the appointment received.
20. TECHNICAL STANDARDS AND RESPONSIBILITY OF THE MANUFACTURER
As far as the characteristics of our company's products are concerned, they comply with legislation, the technical standards in force in Italy and the specific product standards at the time of finalisation of the contract. The Purchaser undertakes the entire risk of any discrepancy between the Italian standards and those of the country of destination of the products, keeping our Company unharmed from any claims for damage compensation or fines or other financial consequences. The Company guarantees the performance of the products only and exclusively in relation to uses, destinations, applications expressly indicated by it also on the basis of indications provided by the Purchaser. The Purchaser is not authorised to avail of the products supplied to them by our Company in a way that does not comply with the indications referred to in the previous point.
These General Terms and Conditions of Sale relate only to sales by Artmenu Factory.
Pursuant to and for the purposes envisaged by Articles 1341 and 1342 of the Italian Civil Code, in that they are the result of autonomous, dedicated and informed negotiation, the following articles are expressly and separately approved:
1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17