General conditions of sale

Art. 1 – Scope of application

1.1 These general conditions of sale (hereinafter the “General Conditions“) govern all contracts for the sale of products (hereinafter the “Products“), in Italy and/or abroad, made by IPDistribution srl (hereinafter the “Supplier“) to purchasing companies (hereinafter the “Buyer/s“). All offers, order confirmations, deliveries and invoices of the Supplier are understood to be made on the basis of these General Conditions, unless the Supplier does otherwise, without the need for an express reference to them or a specific agreement in this regard.

1.2 These General Conditions are intended as accepted by the Buyer, even if they differ from any general or particular purchase conditions prepared by the Buyer. The latter will not bind the Supplier in any way unless expressly accepted in writing by the Supplier.

1.3 1.3 In the event that one or more provisions of these General Conditions are deemed invalid or unenforceable, this will not affect the validity and / or applicability of the remaining provisions of these General Conditions; any provision deemed invalid or inapplicable may be replaced with new valid and applicable agreements, having content, as far as possible, equivalent to that of the provisions deemed invalid or inapplicable.

Art. 2 -Formation of the contract and term of validity of the Supplier’s offer

2.1 Each sales contract will be considered concluded when the Buyer receives, from the Supplier, the written confirmation of the order issued by the Buyer and this will result in the application of these General Conditions.

2.2 Any offers made by the Supplier to the Buyer will remain valid only for the period indicated therein and, after this period, they will lapse without the need for revocation. In the absence of any other express indication, the offer will be considered valid for 30 (thirty) days from the date of issue. The delivery terms (or dates) indicated by the Supplier in the offer are to be considered for the Supplier as merely indicative and not binding.

2.3 Any cancellations or changes to the order by the Buyer will not take effect unless previously authorized or subsequently accepted, in writing by the Supplier. In the event of termination of the supply of Products to be made to the specifications of the Buyer, the Buyer undertakes to purchase all the Products expressly supplied by the Supplier to guarantee the fulfillment of individual orders from the Buyer or to meet continuous supply obligations. possibly agreed with the Buyer.

2.4 Intermediaries and agents do not have the power to bind the Supplier towards the Buyer, nor to enter into contracts in the name and / or on behalf of the Supplier. Offers submitted by intermediaries and agents are to be understood as subject to written approval and confirmation by the Supplier.

2.5 In any case, the sales offers do not include: the supply of manuals, training courses, start-up assistance and other similar services, unless these services are expressly included in the offer itself.

Art. 3 – Technical data and documents relating to the supply

The weights, dimensions, prices, yields, colors and other data relating to the products supplied and indicated in the catalogs, price lists, circulars or other technical-regulatory documents, drawn up by the Supplier or by the Representatives, as well as the characteristics of the samples, are of a binding nature.

Art. 4 – Product prices and price review

4.1 Unless otherwise agreed in writing between the parties, the prices indicated by the Supplier in the relevant offer will be applied to each purchase order or, failing that, the prices indicated in the price lists provided by the Supplier to the Buyer and in force at the time the sales contract is finalized, as per the previous article 2.2

4.2 The Supplier will pack the Products using the type of packaging that it deems, at its discretion, most appropriate for the type of transport agreed from time to time with the Buyer. Any special packaging, to be requested by the Buyer no later than the transmission of the order, will be quoted separately by the Supplier and will be the subject of an express written agreement between the Supplier and the Buyer.

4.3 4.3 The Supplier reserves the right to modify the current price list at any time, upon written notice to the Buyer, in the event that there is an increase in the cost of raw materials, labor or any other factor such as to determine an increase of more than one tenth of the agreed overall price.

Art. 5Payments

5.1 Payments must be made by the Buyer in the manner indicated in the offer by the Supplier, or in the order confirmation and/or in the invoice, from time to time, sent by the Supplier to the Buyer.

5.2 5.2 Failure, delayer or partial payment, upon expiry of an invoice or debit note from the Supplier, the occurrence of events that negatively affect the Buyer’s patrimonial or economic situation and any other fact constituting default by the Buyer, will result in the forfeiture of the ‘Buyer by the terms agreed for the payment of the Products. The Supplier will therefore have the right to immediately act for the recovery of existing credits, even if they are not liquid and collectable and this at any time, without any obligation of notice and /or formalities.

5.3 Any dispute or claim by the Buyer for defects or faults in the Products will not, in any case, give the Buyer the right to suspend or delay payments.

5.4 In the cases referred to in article 5.2 above, the Supplier will also have the right, at its sole discretion, without thereby incurring any liability for damages, to i) not proceed with the execution of the order, ii) suspend and / or refuse the delivery of Products ordered and not yet delivered, even in the case of Products not relating to the non-payment or delayed payment in question, up to the full payment of the amount due by the Purchaser, iii) to revoke or decrease the value of any credit line offered to the Buyer and / or iv) request to the Buyer payment guarantees and / or different terms or methods of payment, both for supplies still in progress and for subsequent ones.

5.5 The delay in payments will result in the application of the interest rate provided for by Legislative Decree lgs. 231/2002 (Italian law). 231/2002.

Art. 6 – Retention of Title

The delivered Products remain the property to the Supplier until the time of full payment. The Purchaser is required to keep and maintain the Products in good faith until the successful outcome of the entire payment and to refrain from engaging in acts or behaviors that could prejudice the Supplier’s exercise of this right of ownership.

Art. 7 – Delivery

7.1 Unless otherwise agreed, the supply of the Products is understood to be Ex-Works Supplier warehouse, even when the shipment or part of it is by the Supplier and therefore the risks relating to the supply pass to the Buyer when the products are delivered to the carrier

7.2 7.2 If, according to the agreements between the parties, the Products must be stored at the Supplier’s warehouses and, for reasons not attributable to the Supplier, the Purchaser or the carrier designated by the latter fails to take delivery, the Supplier will inform the ‘Buyer of the availability of the Products themselves for collection. If the Purchaser fails to collect the Products within and no later than 5 (five) working days from the date on which he becomes aware of their availability, the Supplier reserves the right to charge the Purchaser the storage and warehouse costs incurred by the Supplier starting from said term of 5 (five) working days and up to the day of actual collection. The payment terms applicable under art. 5 will in any case remain binding to the Purchaser even if the latter does not promptly collect the Products. Where a deferred payment with respect to delivery is envisaged, the payment terms will in any case commence from the date of notice of goods ready or, only in the absence of this, from the agreed delivery date.

Art. 8 – Delivery time

8.1 The delivery of the Products will take place within the delivery terms (or dates) expressed by the Supplier in the order confirmation. In case of discrepancy between the delivery terms (or dates) requested by the Buyer, and reported in the order confirmation as a mere reference, and the delivery terms (or dates) provided by the Supplier, the latter will prevail. The delivery term will in any case begin to run from the receipt by the Supplier of any advance payments to be made by the Purchaser upon receipt of the order confirmation or, in the case of Products to be manufactured on the Purchaser’s technical specifications, from receipt by part of the Supplier of all the definitive technical specifications, drawings and technical data requested by the Supplier and / or necessary to be provided by the Buyer, for the relative production and supply of the Products. However, the delivery terms cannot be considered as essential terms for the Buyer for the purposes of Article 1457 of the Italian Civil Code.

8.2 The Supplier reserves the right to process the order even through partial deliveries and to issue partial invoices according to the deliveries made.

Art. 9 – Force majeure and limitations of liability

9.1 9.1 The Supplier will not be liable to the Purchaser for any non-fulfillment caused by events beyond the reasonable control of the Supplier such as, by way of example and not limited to, trade unions actions, strikes, transport difficulties, natural events, wars, street riots, pandemics, administrative seizure measures, embargoes, laws or regulations of any territorial body or administrative authority, failure or delay in deliveries of processing materials by suppliers due to events beyond the reasonable control of the suppliers themselves

9.2 9.2 The Supplier will also not be liable to the Purchaser for any breach caused by, directly or indirectly, by the Purchaser’s actions (or omissions) including the failure to provide the information and approvals necessary for the Supplier to proceed with their work and the consequent supply of the products, as well as the lack of information of the fact that any of the Products is intended for the production of pharmaceutical or veterinary medicines.

9.3 In the event that one of the aforementioned hypotheses occurs, the Supplier will notify the Purchaser together with the quantification of the possible delay and the new delivery date. If the Supplier’s delay was caused by the Purchaser’s actions or omissions, or by specific work of other contractors or suppliers of the Purchaser, the Supplier will also be entitled to a fair price review.

9.4 The guarantees and responsibilities of the Supplier deriving from and in relation to the contracts concluded on the basis of these General Conditions, are limited to those expressly provided for here. Except for cases of willful misconduct and gross negligence of the Supplier, the latter will therefore have no other liability in relation to the Products and in no case will it be liable for direct, indirect or consequential damages, loss of earnings, direct or indirect losses of any kind, (including personal injury and damage to property), including those of third parties other than the Buyer, deriving from the purchase of the Products. The Buyer acknowledges that the overall liability of I.P. Distribution srl deriving from and / or relating to contracts concluded on the basis of these General Conditions will, in any case, be limited to the price paid by the Purchaser in relation to the related Products, in addition to any amount paid by the insurance company (s), based on the insurance policies stipulated by I.P. Distribution srl.

10 –Warranty – Complaints – Warranty Limits

10.1 10.1 The Supplier guarantees the absence of flaws and defects in relation to the materials or manufacture of the Products as well as the conformity of the Products with the technical specifications and any samples provided by the Supplier and / or expressly approved by the Supplier that have been expressly agreed in writing, all unless otherwise agreed in writing by the Supplier.

10.2 10.2 Any complaint relating to defects or faults must be received by the Supplier no later than 8 (eight) days from the date of delivery of the Products to the Purchaser, or, in the event of non-apparent defects that cannot be ascertained with the ‘ordinary diligence, no later than 8 (eight) days from their discovery and, in any case, in any case, no later than 6 (six) months from delivery of the Products to the Buyer.

10.3 10.3 The Supplier reserves the right to examine the Products in advance to verify that the defect exists and is attributable to its own responsibility; in this case, the Supplier undertakes, at its sole discretion, to replace the Products that the Supplier recognizes as defective or, in the event that this is not possible, to return, in whole or in part, the price that has been already paid by the Buyer, without this implying any liability on the part of the Supplier for direct, indirect or consequential damages of any kind, loss of profits or losses deriving from and / or connected to defects or faults in the Products.

10.4 This warranty is exclusive and replaces any other written, oral or implicit warranty to which, by accepting these General Conditions, the Purchaser expressly declares to renounce.

10.5 The Supplier will not be responsible for defects, defects or lack of quality of the Products deriving from i) defects and faults or deficiencies of raw materials and materials or components supplied by the Purchaser himself and / or procured by the Supplier on the latter’s instructions, ii) improper use of the Products by the Buyer and / or third parties, iii) tampering with the Products, without the prior written consent of the Supplier, iv) negligence or inexperience of the Buyer and / or the Buyer’s customers or v) poor or insufficient storage of the Products.

10.6 Given that the Products comply with the legislation and technical standards in force in Italy and with the product standards specifically agreed upon at the time of conclusion of the contract, the Purchaser fully assumes the risk of any discrepancy between the Italian standards and those of the country. destination of the products, holding the Supplier harmless for any claim for damages or sanctions or other economic consequences.

Art. 11 – Confidential Information

11.1 The Purchaser agrees to (i) treat the information / data / drawings / know-how / documentation received and / or learned from the Supplier as confidential and to (ii) limit the use of such confidential information / documents and the relative access for purposes relating to the execution of the contract. Confidential information / documentation cannot be reproduced without the prior written agreement of the Supplier and all copies of the same will be returned immediately upon request of IP Distribution s.r.l.

11.2 The above provisions do not appy to information that: (i) is public or becomes public not for disclosure by the Buyer, its employees or collaborators, or (ii) was in the possession (and it must be evident with documents) of the Buyer before it received it by IPDistribution s.r.l. or (iii) have been disclosed by sources that are not subject to the restrictions to which the Buyer is subjected in relation to their use, or (iv) may be disclosed to third parties on the basis of a written authorization from IPDistribution s.r.l.

12 – Trademarks and other intellectual and industrial property rights

12.1 The Purchaser will not be able to register or allow others to register the trademark, trade name or expression used by the Supplier in the context of the sale of the Products, or similar or confusing terms or expressions, unless otherwise agreed in writing by the parties

12.2 The Supplier will not be liable for any inconvenience, loss, damage or other expense of any kind, direct or indirect, that the Buyer should incur as a result of the Supplier’s violation of the intellectual property rights of third parties, except in the cases in which it is demonstrated that the Supplier was aware that the goods in question had been manufactured, produced or distributed in violation of the pre-existing intellectual property right belonging to a third party

12.3 If Products are manufactured by the Supplier in compliance with the indications provided by the Purchaser, or if any procedure is applied by the Supplier to the Products on the instructions of the Purchaser, the latter will be required to compensate the Supplier for any loss, damage, cost and expense that the latter is required to incur in relation to the Products, or that it has had to pay during the transaction for any action suffered in violation of models, patents, copyrights, trademarks or other industrial or intellectual property rights.

Art. 13 – Prohibition of assignment of the contract or of the rights or obligations deriving from the contract

13.1 The assignment by the Buyer of the contract or of the rights or obligations arising from the contract, without the prior written consent of the Supplier, will be considered ineffective.

13.2 The Supplier will have the right to assign, at any time, the credits deriving from the contract to third parties, after having notified the Purchaser in writing.

Art. 14 – Acts of tolerance

In no case the failure to excercise any right by the Supplier may constitute a waiver of the right to request the exact fulfillment, having to qualify this omissive behavior as a mere act of tolerance.

Art. 15 – Applicable law and competente court

These General Conditions and the related supply contracts will be governed by the Italian law.

The Court of Milan is exclusively competent for any dispute relating to or in any case connected to the contracts to which these General Conditions apply. Notwithstanding the foregoing, the Supplier may, however, sue the Buyer before any court having jurisdiction over the Buyer.

Milano, July 1, 2021

IP Distribution s.r.l.

 

 

 

The Buyer declares to have read and understood the Supplier’s General Supply Conditions and to specifically approve, pursuant to art. 1341 c.c. and 1342 c.c., the content of the following clauses:

  1. Scope of; 2. Formation of the contract and term of validity of the Supplier’s offer; 4. Product prices and price revision; 5. Payments; 6. Retention of title; 7. Shipment; 8. Delivery time; 9. Force Majeure and Limitation of Liability; 10.Warranty – Complaints – Warranty Limits; 11. Confidential Information; 12.2 and 12.3 Infringement of intellectual and industrial property rights; 13. Prohibition of assignment of the contract or of the rights or obligations deriving from the contract; 15. Applicable Law and Jurisdiction.

 

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