  | General terms of sale GENERAL TERMS OF SALE (hereinafter the “Terms”) 1. SUBJECT 1.1 The following Terms shall regulate the terms and conditions of sale of the products (hereinafter, the “Products”) manufactured by Costa d’Oro S.p.A. (hereinafter, “Costa d’Oro”) and shall apply to the relationship between Costa d’Oro and the buyer of Products (hereinafter, the “Client”). Eventual departures shall be valid only if agreed in written. 1.2 This relationship shall not be governed by means of a specific sale/supply agreement and shall concluded with the execution of the sale as stated in the following article 3. The execution of the sale shall occur in consequence of the delivery to the Client when it takes on delivery the Products at Costa d’Oro premises, or in consequence of the delivery of the Products to the first carrier appointed by the forwarding agent chosen by the Client or by Costa d’Oro on Client’s request, not being necessary a prior confirmation of the order from Costa d’Oro. 2. PRODUCTS DESCRIPTION AND PRICE FIXING 2.1 The order shall clearly indicate: (a) the Products features, also with the commercial name, including type, quality, acidity, …, (b) the quantity in number, kilograms, pallets and (c) the price per unit with reference to the used unit of measurement. 2.2 Unless otherwise agreed, the prices shall be considered for Products supplied ex-works and packed according to the trade practice with regard to the indicated means of transport, being understood that any other expense or cost shall be charged to the Client. 2.3 In case of lack or incompleteness of the indications of the above art. 2.1, the commercial practise between the parties will be take into consideration. 3. SELLING AND DELIVERY CONDITIONS. 3.1 The sale agreement will be executed when the Products have been delivered by Costa d’Oro, at its premises, to the Customer, or to the first carrier appointed by the forwarding agent chosen by Costa d’Oro on Client’s request, or chosen by the Client (hereinafter, the “Agent”), who will arrange, personally or through third person, to deliver the Products to the Client in the place indicated and communicated by the Client to Costa d’Oro. 3.2 In case of Agent chosen by Costa d’Oro, the carriage agreement shall be considered as concluded in the Client’s exclusive interest, as principal of the carriage in accordance with article 1737 of the Italian Civil Code; the carriage shall be executed at exclusive risk and peril of the Client. The cost of the carriage will be exclusively borne by the Client. 3.3 Unless otherwise agreed, also in case the parties agree that the carriage or part of the carriage will be managed by Costa d’Oro, the sale of the Products is made ex-works. 3.4 The risks pass to the Client with the delivery of the Products to the first carrier at Costa d’Oro premises. 3.5 Should Costa d’Oro and the Client settle specific delivery conditions making reference to Incoterms, Incoterms 2000 shall be applicable, with the specification that the carriage risks shall at any rate be on Client’s charge. 3.6 Should Costa d’Oro expect not to be able to deliver the Products at the date fixed for the delivery at its premises, it shall promptly inform the Client specifying the reasons of the late, and, if possible, the expected delivery time. 3.7 The eventual late due to force majeur or to acts or omissions of the Client (for example, lack of communication of the necessary indications for the supply of Products) shall not be charged to Costa d’Oro. 4. PAYMENT CONDITIONS AND DELAY IN EXCUTION 4.1 Unless otherwise agreed, the Client shall pay the agreed price for the purchase of the Products within thirty days from the issue of the invoice. In any case payment terms represent also the expiring terms for eventual dispute about the price due. 4.2 In case of delay in the payment of the price, the Client shall pay, ipso iure and with no need to be put into suit, the interests on the amount owed and for the time of the delay as stated by D. Lgs. 231/2002; in any case, Costa d’Oro will keep its right to rescind the Agreement and to receive a compensation for damages. 4.3 In any case, the Client will refund Costa d’Oro of all the costs and expenses borne for the recovery of the amounts due, including legal expenses. 4.4 The Client is not authorised to make any deduction from the agreed price (i.e. for advanced payment, or for supposed faults of the Products) without a previous written agreement with Costa d’Oro. 4.5 Should Costa d’Oro deem that the Client would not be able to, or has not intention to, pay the Products at the agreed time, Costa d’Oro may subordinate the delivery of the Products to the supply of appropriate payment guarantee (i.e. fideiussion or bank guarantee). 5. LIABILITY 5.1 After the delivery of the Products directly to the Client and/or to the Agent and/or to the first carrier at Costa d’Oro premises, Costa d’Oro is to be considered having fulfilled its obligations of specification and delivery of the Products, also in case Incoterm rules should be applied. 5.2 Except the cases of faults and lack of quality of the Products provided for by articles 1490 and 1497 of the Italian Civil Code, regarding to which the Client shall be entitled to exercise the ordinary remedies set by law, in case of damage of the Products due to the carriage or in case of difference between the quantity of Products indicated in the shipping documents and the quantity actually delivered, starting from the time of delivery of the damaged or missing Products, the Client will claim for damages at Agent’s exclusive charge. Should the Products be delivered to the address indicated by the Client on delay from the fixing date, the Agent shall be considered exclusively liable. 5.3 Costa d’Oro, in case of lost and/or damage and/or deterioration of the Products, or delay in the delivery at the address indicated by the Client, must be considered free from any liability after the Products have been delivered at its premises to the Agent for the carriage without reservation. To this purpose, Costa d’Oro, to prove its execution at the moment of the delivery, will maintain specific documentation as evidence that the Products have been delivered integral, correctly packaged, in the measure and quantity requested by the Client. At the time of delivery, the Agent will issue to Costa d’Oro a specific forwarder’s receipt of acceptance of the Products requested by the Client, stating their state, typology and quantity. 5.4 In case of manifest damage or lack of Products, the Client shall make reservation to the Products at the time of the delivery to be considered as expiring time. 5.5 It is understood that should complaint or contestation arise, the Client will not have any right to suspend or, otherwise, delay the payments of the contested Products, or, so much the less, of other supply. 6. GOOD TRADE PRACTICE 6.1 Save the limits of availability stated in the art. 5 above, in case of loss, damage or deterioration of the Products during the carriage, or in case of delivery’s delay by the Agent chosen by Costa d’Oro, promptly communicated to Costa d’Oro and properly proved by the Client – also by means of photographic documentation – solely as a good trade practice, and not being an additional warranty or liability for Costa d’Oro, Costa d’Oro may unilaterally decide to delivery new substitutive Products to the Client, or, on behalf of the Agent, advance the refund of the expenses, if any, and the eventual compensation for damages to the Client. In the above cases Costa d’Oro will replace the Client in its rights towards the Agent. 7. GOODS LABELLING 7.1 Upon Clients’ express request, Costa d’Oro may offer a service of personalized labelling and packaging of its Products, by affixing trademarks or other particular distinctive marks and features. Costa d’Oro will realize labels and packages through trusted specialized undertakings according to Client’s indication given at the moment of the request. 7.2 The cost of the service will be exclusively charged to the Client and it will be proportioned to the number of labels and packages ordered by Costa d’Oro on behalf of the Client. 7.3 Should Costa d’Oro, to the end of reducing the unitary price of labelling and packaging service, order, with the Client’s authorization, a number of labels and packages exceeding the number of Products actually purchased by the Client, the cost of labels and packages in excess will be anyway paid by the Client, who, at its own choice, will be able to decide if receiving not – used labels and packages, or destroying them. 8. RESOLUTION 8.1 Costa d’Oro shall be entitled not to give execution to the purchase offer received, by giving simple communication to the Client with adequate and justified reasons; in such case the Client shall be exclusively entitled to the restitution of the amount already paid, if any. 9. VALIDITY 9.1 The present Terms have validity from […]. 9.2 The present Terms can anytime be updated, modified, or replaced at any time by Costa d’Oro, which will provide to give suitable communication. 10. COMMUNICATIONS. 10.1 Every communication requested or allowed to be addressed to Costa d’Oro according to the present Terms shall be carried out by means of written notice and shall be intended effectively and validly executed at its receiving whereas made through registered letter telegram, or by suitable communication (also by fax or e-mail) to the following address: Costa d’Oro S.p.A. Via […] CAP […] City […] Fax: […] Attention of […]: 11. APPLICABLE LAW 11.1 These Terms, sale agreements, and the following rights and obligations of the parties shall be construed and interpreted according to the Italian Laws. 12. EXCLUSIVE JURISDICTION 12.1 The Court of Spoleto shall have the exclusive competence and jurisdiction for any and all dispute arising out or in any way connected to the Terms and their execution. |
