Website publication and entry into force date: 01/07/2020
These general terms and conditions of sale (“Terms”) are applicable to BtoB orders placed or accepted on or after 01/07/2020 and are subject to change by Interpolimeri at any time without notice. As a consequence, it is recommended a check of the applicable Terms on a regular basis. The current version of these Terms can be found at [www.interpolimeri.com]
1. DEFINITIONS
In these Terms and any related Contract:
Affiliate means an entity or company which directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Interpolimeri.
Buyer means the party purchasing the Products from Interpolimeri.
Contract means a sale contract as referred to in clause 3.3.
Order means a purchase order for Products which has been accepted by Interpolimeri but excluding any terms or conditions printed on or referred to in Buyer’s offer to purchase or order or other documentation, unless expressly agreed to in writing by Interpolimeri.
Products mean the goods purchased or to be purchased by Buyer from Interpolimeri which are the subject of a Contract.
Interpolimeri means INTERPOLIMERI S.p.A., a joint stock company incorporated under the laws of Italy, having its registered office at Via Cap. Negri 11, 35010 Limena (PD), Italy and its Affiliates.
2. GENERAL
2.1 Products are supplied by Interpolimeri only under the following Terms. No variation of such Terms shall be binding unless expressly accepted in writing. The Terms shall be deemed to have been accepted by Buyer also in the event that Buyer has not signed the document in which these Terms are incorporated or the document in which these Terms are incorporated by reference. No terms or conditions of Buyer, including any terms or conditions printed on or referred to in Buyer’s offer to purchase or order or other documentation, shall be binding on Interpolimeri or have any legal effect unless expressly agreed to in writing by Interpolimeri.
2.2 Interpolimeri shall use its reasonable efforts to supply the Products in the quantities specified in the relevant Contract. Interpolimeri may determine from time to time a “Specified Order Quantity”, being the minimum order value or quantity for each order of Products to be supplied to Buyer. Purchasing plans and forecasts not included in Orders accepted by Interpolimeri and other negotiations or discussions regarding the supply of Products, do not constitute any commitment by Interpolimeri to sell these, or any, volume of Products to the Buyer.
2.3. Quotations made by Interpolimeri do not constitute an offer to sell.
3. ACCEPTANCE OF THE ORDERS
3.1 All orders shall be subject to acceptance by Interpolimeri. Buyer acknowledges that acceptance of an order by Interpolimeri shall not imply that Interpolimeri shall accept any future order(s) placed by Buyer.
3.2 Once accepted by Interpolimeri, an Order may not be cancelled by Buyer except with the express consent of Interpolimeri.
3.3 Upon the acceptance of each Order by Interpolimeri, a separate contract of sale shall arise (“Contract”). Each Contract shall comprise the accepted Order and these Terms. If there is any inconsistency between these Terms and another provision in a Contract then the provision in the Contract shall prevail only to the extent of the inconsistency.
4. PRICES. PAYMENT
4.1 The price for the Products is specified in the Contract. Interpolimeri reserves the right to increase the price upon occurrence of variations in increase in tax, duties or costs for unforeseeable events occurring after the execution date of the Contract. Interpolimeri may invoice the Buyer for the Products at any time after they have been dispatched to Buyer. Unless the Contract states otherwise the price is exclusive of VAT and of any other applicable form of sales, tax, duty, levy, tariff or charge applicable to the supply of the Products in addition to, and at the same time as, payment of the price, which shall be paid by Buyer. Interpolimeri shall provide Buyer with a tax invoice as required by applicable law. Interpolimeri reserves the right to charge Buyer with the amount of any taxes which Interpolimeri may be required to pay or collect under any existing or future law upon or with respect to the sale, purchase, delivery, storage, processing, use or transportation of any of the Products sold.
4.2 Time for payment shall be of the essence. Buyer shall pay the price of the Products in the invoiced currency by the date specified on the invoice except as otherwise agreed in writing.
4.3 Any containers used for the delivery, storage or display of the Products are included in the Price unless otherwise specified.
4.4. Buyer must not withhold payment or make any deduction from the invoiced price or any other amount owing to Interpolimeri without Interpolimeri’s prior written consent.
4.5 Interpolimeri is entitled to refuse to deliver the Products to Buyer if there are any outstanding payments owed by Buyer to Interpolimeri, without prejudice to any other right provided for under applicable law, including termination, even partial of the Contract and Buyer’s liability for any loss and damage suffered by Interpolimeri.
5. DELIVERY
5.1 Delivery of the Products shall be made as per DAP Incoterms® 2020 ICC, unless otherwise specifically agreed by the parties. Time for the delivery of the Products shall not be of the essence. Any timeframes for delivery of the Products are quoted by Interpolimeri as accurately as practicable but are not guaranteed estimates.
5.2 Buyer shall be deemed to have accepted the Products following their delivery provided the Buyer has had a reasonable time to inspect the Products. Interpolimeri shall not accept return of Products supplied against an order except by prior agreement.
5.3 If Buyer delays or refuses Products’ shipment or delivery, Buyer shall bear any and all relevant expenses and be liable to Interpolimeri of any damages which this latter may suffer. Minor differences in weight and/or volume of Products, in excess or in default, shall not constitute good reason for Buyer to refuse acceptance. In such case, Buyer shall pay the price of the quantity of goods actually delivered.
5.4 Buyer declares and warrants that it has warehouses or storage facilities in order to adequately receive, store, protect, move and use the Products with the utmost diligence and in compliance with the Products’ specifications and proper use, being understood that each and every responsibilities concerning the storage and the protection of the Products shall be bome by Buyer and that Buyer undertakes to hold Interpolimeri harmless and indemnified from any claims for damages caused by an inadequate storage of the Products and/or their improper use not in line with instructions provided and/or technical norms and/or applicable experience.
5.5. Products’shipment or delivery will be subject to any prohibition, restriction or regulation imposed by governments or subdivisions or agencies, and Interpolimeri shall not be liable for any delay or failure to perform, in 3 whole or in part caused by any such prohibition, restriction or regulation or other causes beyond Interpolimeri’s control.
6. RISK. NON CONFORMING PRODUCTS.
6.1 Risks for loss and/or damage in the Products pass from Interpolimeri to Buyer as per Incoterms® 2020 ICC, unless otherwise specifically agreed by the parties.
6.2. Interpolimeri shall have no liability for any shortage or other discrepancy in any delivery of Products hereunder unless Buyer sends Interpolimeri written notice, either (i) within 8 (eight) days from the time of delivery of the Products on the original delivery note or in the bill of lading signed by the carrier, that the easily recognizable shortage or discrepancy or defect existed when the delivery was received or (ii) within ten (10) days after the date on which hidden defects occurred o could have occurred. Upon expiry of the aforementioned terms, Buyer shall be intended to have accepted the Products and waived any claims relating to the intrinsic quality and quantity of the Products. Interpolimeri shall not accept return of Products supplied against an order except by prior agreement.
6.3 Unless otherwise specifically agreed by the parties, Buyer shall be responsible for the compliance with applicable legal and administrative laws on import, export, transport, storage and use of the Products.
7. DAMAGES AND LIMITATION OF LIABILITY
7.1 Except as expressly provided in these Terms, to the extent permitted by law, Interpolimeri will have liability to Buyer only in respect for damages caused from Interpolimeri’s gross negligence or wilful misconduct. Any provision of these Terms that excludes any terms, conditions or warranties, or limits the liability of a party shall apply only to the extent permitted by law and these Terms shall be construed subject to such terms, conditions, warranties and limitations. Nothing in the Contract shall exclude or limit liability for any matter in relation to which exclusion or limitation of liability would be illegal.
7.2 Subject to clause 7.1, where any terms, conditions or warranties are implied by law into these Terms which the law expressly provides may not be excluded, restricted or modified, or may be excluded, restricted or modified only to a limited extent, the liability of Interpolimeri to Buyer under such implied terms, conditions or warranties is limited, at the option of Interpolimeri, to the replacement of Product, or payment of the cost of replacing the Product or to the Contract value net of VAT.
7.3 Except as expressly provided in these Terms, to the extent permitted by law, Interpolimeri shall have no liability to Buyer and/or third parties, however arising and under any cause of action or theory of liability, in respect of special, indirect, punitive or consequential damages, loss of profit (whether direct or indirect) or loss of business opportunity, loss of revenue, depletion of goodwill howsoever caused.
7.4 Interpolimeri warrants that Products shall, upon receipt by Buyer, meet the Products minimum specifications indicated in their technical data sheets and comply with the standards required pursuant to applicable law. No warranty is given by Interpolimeri on Products that are indicated in the Order as “off range” such as for example but not limited to: IND, OFF GRADE, OFF GRADS (including abbreviation OG), OFF RANGE (including abbreviation FN), SUB STANDARD (including abbreviation SS) and SECOND RATE (including abbreviation 2SC). Except as expressly stated in this Section and to the extent permitted by relevant laws, there are no warranties, express or implied, by operation of law or otherwise, pertaining to the Product sold under the Contract. Interpolimeri does not make and hereby disclaims any other warranty whatsoever, whether express or implied, including without limitation any guarantee, representation, warranty or other assurance whatsoever as to the merchantability, fitness, quality, grade or suitability of the Product for any particular purpose or otherwise or correspondence with any description or sample.
8. TERMINATION OF THE CONTRACT AND OTHER INTERPOLIMERI’S RIGHTS
Interpolimeri may by written notice to Buyer, at its option and without prejudice to any other right it may have, suspend or terminate a Contract or require payment before or on delivery of the Products (notwithstanding the terms of payment applicable to the Products), or cancel any undelivered or uncompleted Products under a Contract, if:
(a) Buyer becomes insolvent, has a receiver or administrator appointed over the whole or any part of its assets, enters into any compromise with its creditors, has an order made or resolution passed for it to be wound up or undergoes any similar occurrence under any applicable legislation;
(b) Buyer becomes a joint venturer or, directly or indirectly, under control by a Interpolimeri’s competitor.
9. FORCE MAJEURE
Interpolimeri shall not be in breach of contract if there is any total or practical failure of performance by it of any duties or obligations occasioned by Act of God, plague, epidemic, natural disaster, act of Government or State, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, explosion, fire, destruction of machines, equipment, factories and of any kind of installation, labour disputes of whatsoever nature, prolonged break-down of transport, telecommunication and any other circumstance or reason beyond its reasonable control which results in Interpolimeri being unable to observe or perform on time an obligation under a Contract of which these Terms form part. Interpolimeri shall in such event give written notice thereof to Buyer. If a delay by Interpolimeri to perform its obligations is caused or anticipated due to Force Majeure, the performance of Interpolimeri’s obligations shall be suspended, without prejudice to Interpolimeri’s right to terminate the Contract by giving written notice to Buyer.
10. PROHIBITION OF ASSIGNMENT
The Contract of which these Terms form part is personal to Buyer who shall not assign the benefit thereof without Interpolimeri’s written consent.
11. USE OF TRADEMARKS. CONFIDENTIALITY
11.1 All trademarks, service marks and logos displayed on the Products and any referenced document or website (the “Trademarks”) are registered and unregistered trademarks of Interpolimeri or of third parties who have licensed their trademarks to Interpolimeri. Buyer shall not reproduce, display or otherwise use any Trademarks without Interpolimeri’s prior written permission. If the Products are resold, this provision shall also be imposed upon Buyer’s own buyer and to any subsequent buyers.
11.2 All technical, business, financial, operational or other information, material or data of any type and form, as well as the means related to Interpolimeri or its products and services are the property of the latter and shall be treated confidentially by Buyer. Buyer will keep the information private and will not disclose it to third parties without Interpolimeri’s prior written consent or use it for any purpose other than that mentioned in these Terms. That confidentiality undertaking shall not apply to information which at the time it was disclosed (i) was already in the possession of Buyer (ii) was in the public domain without liability on the part of Buyer (iii) was lawfully received by the Buyer from a third party entitled to disclose it (iv) must be disclosed by court order. This Section shall survive during 10 (ten) years following the termination/expiration date of the Contract for whatever reason caused.
12. INTERPOLIMERI PRIVACY POLICY. CONFIDENTIALITY
12.1 Interpolimerit has a published Privacy Policy which is incorporated into these Terms by reference (“Privacy Policy”) and can be viewed at [www.interpolimeri.com]. Pursuant to article 13 of the Regulation (EU) 2016/679 of 5 the European Parliament and of the Council dated 27 April 2016 (“GDPR”), Interpolimeri’s collection and use of Buyer’s personal information may for purposes including:
(a) to process and administer Buyer’s dealings as a customer, including assessing Buyer’s credit worthiness;
(b) to provide Buyer with the Products Buyer has requested and assisting Buyer with further relevant information including Product related information; and
(c) to administer the transactions contemplated by these Terms.
12.2 By entering into these Terms Buyer acknowledges that it has read Interpolimeri’s Privacy Policy and consents to the terms thereof.
12.3 Buyer warrants that it shall comply with the provisions of the GDPR, the Italian Privacy Code and the Privacy Policy. Buyer shall not (as far as practicable) knowingly do anything or permit anything to be done which might lead to a breach of any such legislation.
12.4 The data and business information relating to the management and execution of the transactions contemplated by these Terms and the Contract of which these Terms form part, shall be processed by Interpolimeri’s representatives and Buyer’s representatives with the utmost confidentiality in compliance with applicable laws.
13. APPLICABLE LAW. JURISDICTION
13.1 These Terms and the Contract of which these Terms form part shall be construed and applied in accordance with the laws of Italy, without application of conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods adopted at Vienna, Austria on 10 April 1980 does not apply to the supply of Products under these Terms.
13.2 The courts of Padua, Italy, shall have sole jurisdiction in any dispute relating to these Terms and the Contract of which these Terms form part.
14. MISCELLANEA
14.1 Buyer must comply with all applicable laws, regulations, industry standards and codes of conduct in any relevant jurisdiction in relation to all matters contemplated (whether expressly or implicitly) by these Terms.
14.2. Any notice in connection with these Terms or any Contract shall be deemed to have been duly given when made in writing and delivered or sent by post or email to the party to whom such notice is intended to be given, at the address of that party in the Contract or to such other address as may from time to time be notified in writing to the other party.
14.3 If any provision of these Terms is invalid, illegal or unenforceable, these Terms take effect (where possible) as if they did not include that provision.
14.4 Any failure by Interpolimeri to insist upon strict performance by Buyer of any provision in these Terms shall not be taken to be a waiver of any existing or future rights of Interpolimeri in relation to the provision.
14.5 These Terms do not create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.
14.6 These Terms are valid indefinitely and remain subject to change by Interpolimeri at any time without notice. 6 We specifically approve, pursuant to articles 1341 and 1342 of the Italian Civil Code and for the purposes thereof:
2.1 and 2.2 General – Field of application
3.1 Acceptance of the Orders
4. Price and payment
5. Transport. Delivery and Return of Products
6.1 Risk and Acceptance of Products
6.2. Terms for non-confirming Products Notices
6.3 Buyer’s obligations concerning compliance with applicable law
7.1. Limitation of Interpolimeri’s Liability
7.2 Limitation of Interpolimeri’s Liability
7.3 Limitation of Interpolimeri’s liability for indirect and other damages
7.4 Limitation of Interpolimeri’s Warranties and subsequent Liability
8. Interpolimeri’s termination and other rights
10. Non-transferability of Contracts and credits
11.1 and 11.2 Trademarks and Confidentiality
13. Applicable law and jurisdiction
14.1 Buyer’s obligations
14.4 No waiver