General Terms and Sale Conditions
1. GENERAL PROVISIONS
1.1. These Terms and Conditions regulate all the product supply dealings between the parties. Even if waivers are agreed in writing, these terms and conditions will continue to apply for the parts not expressly waived. Any general purchase conditions written by the Buyer / Customer will not be applied in the dealings between the Parties unless expressly accepted in writing by the Seller (Polo Plast Srl.) and in any case will not invalidate the effectiveness of these General Terms and Conditions, with which they must be coordinated. The silence of Polo Plast srl. shall not constitute at any time tacit approval of the various terms and conditions established, indicated, or invoked by the Customer.
1.2. Any information or data on the characteristics and / or technical specifications of the products, including weights, dimensions, prices, performance, colours and other data relating to the products supplied and indicated in the catalogues, price lists, brochures or other illustrative documents, drafted by Polo Plast Srl. , as well as the characteristics of the samples, are merely indicative and have no binding nature, since inconsistencies with the technical data and the actual dimensions of the products may occur, within the tolerance limits allowed by the applicable technical standards or within the limits of the tolerances provided for in the sales offer, in the order confirmation or in the proforma invoice, if indicated.
Polo Plast Srl. reserves the right to modify the constructive details of its products at any time in order to improve their performance. If such modifications are substantial, Polo Plast Srl. shall give prior notice to the Customer.
2. OFFERS - ORDERS - FORMATION OF THE CONTRACT
2.0. Orders can be placed by the purchaser via WEB or EMAIL.
2.1 The offers of sale formulated by Polo Plast Srl. are valid for 15 days starting from the formulation of the same and limited to the integral supply of what is quoted therein. Once the above term has expired, the sale offer shall no longer have any validity.
2.2. The acceptance of the offer by the Buyer or the confirmation of the order by Polo Plast Srl. in any way carried out, invokes the application of these General Terms and Conditions of Sale.
2.3. The contract shall take effect from the moment the order confirmation of the Seller is sent in writing. Further amendments to the contract require written confirmation by the Seller. If the Seller does not provide written confirmation of a verbally negotiated order, the issuing of the invoice by the Seller or the execution of the order by the Seller shall be deemed confirmation.
2.4 Orders and/or modifications of orders placed verbally or by telephone must be confirmed in writing by the buyer; otherwise, Polo Plast s.r.l. will not be held responsible for errors or possible misunderstandings.
2.5 Orders received directly from the customer and offers made by Polo Plast s.r.l.’ agents and representatives, and commercial auxiliaries are all understood to be "subject to the company's approval"; if for any difficulty and/or reason Polo Plast s.r.l. does not consider it convenient to execute them, it will communicate in writing objections, variations or modifications to the order placed directly by the customer or to the offer made by the agents, representatives and the other figures mentioned above.
2.6 The order confirmations that Polo Plast srl sends to the buyer must always be countersigned in order to proceed with the shipment of the material.
3. CANCELLATION OF THE ORDER - WITHDRAWAL - PENALTY
3.1. For standard products, the order can be cancelled within twenty-four (24) hours from the Customer's confirmation of the order.
3.2. The Customer's withdrawal from the contract for the supply of special (custom) products is always excluded if communicated after the conclusion of the contract. Goods produced and not collected shall in any case be invoiced within 60 days from the agreed delivery date (unless otherwise agreed).
3.3. The partial or full return of a supply already delivered will not be accepted by Seller, unless otherwise agreed in writing between the Seller and the Customer. In any case, the product must be returned, at the care and expense of the Customer in the place indicated by the Seller. All relevant transport costs and additional expenses arising and / or connected with the return, shall be borne by the Customer. The product must be intact and perfect, as it was delivered. Polo Plast Srl. reserves the right to ask for damages incurred or to reject the return if such is made in violation of the provisions.
4. CERTIFIED VERIFICATION
4.1. If the Customer intends, due to special requirements of the country of destination, to subject the product to certified verification regarding technical data and/or measurements, he must make an express request in writing upon receipt of the offer, at the same time indicating the body or subject designated for this purpose.
Unless otherwise agreed, the verification operations shall take place at our company's premises within fifteen (15) days from our communication of the preparation of the product, or of part of it in the case of a contract with divided deliveries. If this period elapses unsuccessfully due to the Customer's fault, the product shall be deemed definitively accepted by the Customer, without reservation. Verification operations shall be borne by the Customer.
4.2. At the end of the verification operations, Polo Plast Srl. may ask that a report is drafted; such report shall be signed by the Customer for any consequent legal effect. The unjustified refusal by the Customer to sign the report will entitle Polo Plast Srl. to terminate the contract pursuant to paragraph 12 of these terms and conditions.
4.3. All costs and expenses for the verification, including those exposed by the certifying institution or individual, shall be borne by the Customer who is obliged to reimburse Polo Plast Srl. for any sum that, in any way, the latter anticipated on behalf of the Customer in relation to the verification operations. The reimbursement will occur upon submission of all the relevant expenses documentation.
4.4. In the event that, in the country of destination of the products, are in force particular regulations and obligations regarding the import procedures and the conformity requirements of the products themselves, the Customer shall provide all the relative information in advance and in writing to Polo Plast Srl. so that the latter can proceed promptly to the correct preparation and shipment of the order. In case of failure to comply with the obligation, the Customer must reimburse any sum that, in any way, Polo Plast srl anticipates in order to comply with the regulations of the country of destination.
5. PRICES, TERMS AND PAYMENT METHODS
5.0. List prices are exclusive of VAT and any taxes (e.g., plastic tax, Conai Verpackung).
5.1. The prices of the products refer to the price list in force at the time of the acceptance of the sale offer by the Buyer or at the time the order confirmation is issued by Polo Plast Srl.
5.2. It is the faculty of Polo Plast Srl. to impose a minimum orderable value, a minimum billable value, and a contribution to the expenses for the handling of low value shipments.
5.3. Polo Plast Srl. reserves the right to modify the price list in force at any time, upon written communication to the Buyer, in the event of increases in the cost of raw materials, labour or any other factor that determines a significant increase in production costs.
5.4 The prices of the products are understood to be EX WORKS warehouse Polo Plast Srl. (EXW Incoterms 2020), without prejudice to different written agreements between the parties.
5.5. Unless otherwise agreed, prices are expressed in Euro and payments will be made in Euro.
5.6. Payments shall be made in accordance with the relevant details in the sales offer or in the order confirmation or invoice.
5.7. It is specified that the invoice shall be issued, solely and exclusively, to the person making the payment.
5.8. Any delay or irregularity in payments confers to Polo Plast Srl. the right to:
a) suspend deliveries in progress, even if not related to the payment in question.
b) modify the payment and discount methods for subsequent supplies, also by requesting payment in advance or the issuing of additional warranties.
c) request, without a formal notice, the accrued interest on the monies still due, from the date that the payment became due until actual payment, at the rate required by the law currently in force for commercial transactions (the Legislative Decree 231/2002), without prejudice to the right of Polo Plast Srl. to request reimbursement for the major damage suffered. For each non-payment a penalty will be charged to the Buyer and for subsequent delivery payment must be made in advance
Furthermore, in the cases, any monies due to Polo Plast regardless of the nature of the cause, becomes immediately payable. The Customer shall make full payment of the products even if there are exceptions, controversies, or disputes. Such exceptions, controversies or disputes will be defined only after payment by Customer of the monies due.
5.8. The Customer waives the right to request compensation of the sum due with any credits that he may have for any reason at all against Polo Plast Srl.
6. SHIPPING - PASSING OF THE RISK - DELIVERY - DELAYS - FORCE MAJEURE
6.1. Unless otherwise agreed by the Parties, the supply of the Products shall be made EX WORKS - Seller’s premises (EXW Incoterms 2020) and therefore the risks related to the supply shall pass to the Customer when the products are delivered to the first carrier at the Polo Plast Srl- premises.
6.2. The delivery periods begin on the day following the day on which the order is taken over by the Company. The delivery terms have only an indicative character, unless their essentiality is expressly agreed upon in writing, with a suitable formula, and are calculated in working days and any responsibility of Polo Plast Srl. is therefore excluded for all damages deriving from early or late delivery, total or partial.
6.3. Polo Plast Srl. reserves the right to reasonably make partial deliveries.
6.4. If the Customer delays the payments of other due sums, the delivery deadline is suspended and Polo Plast Srl. reserves the right to delay deliveries until the full payment of the sums due by the Customer.
6.5. As far as the delivered quantities are concerned, the Customer acknowledges to Polo Plast Srl. the tolerances of use.
6.6. If the Customer or the carrier designated by him does not accept delivery of the products for reasons that do not refer to Polo Plast Srl the latter may, upon notice to the Customer, store such products and charge the Customer of any related costs incurred.
6.7. Unforeseeable events, fortuitous events, including any cause beyond Polo Plast Srl. reasonable control, give to the latter the right to defer delivery for as long as the impediment persists and for an appropriate additional period after that. Unforeseeable events are those circumstances that cannot be foreseen, including, without prejudice to the generality of the foregoing: wars, currency crises or other governmental measures, civil commotion, shortages of labour or raw materials, natural events, fires, strikes, lockouts, traffic obstructions, interruptions in operations, actions (or omissions) of the Customer including the non-transmission of information and approvals necessary to Polo Plast Srl in order to proceed with the preparation of the order and the consequent supply of products, the impossibility of obtaining the materials, components or services necessary for carrying out the production and supply of the products. As soon as the problem is known, Polo Plast will promptly notify the Customer in an appropriate form. In such cases, Polo Plast Srl. has the right to terminate the contract without being held liable for damages.
Polo Plast Srl. shall not be liable for any delays due to force majeure, fortuitous events or causes beyond its reasonable control.
7. TECHNICAL STANDARDS AND LIABILITY
7.1. The Polo Plast srl. products comply with the legislation and technical standards in force in Italy, consequently the Buyer assumes the responsibility of verifying any discrepancies existing between the Italian standards and those of the country of destination of the products, holding Polo Plast srl harmless.
7.2. Polo Plast Srl. guarantees the performance of the products of its manufacture only and exclusively in relation to uses, destinations, applications, tolerances, etc. expressly indicated by it.
8. DUTY OF INSPECTION AND ACCEPTANCE OF PRODUCTS
8.1. Upon taking delivery of the Products, the Purchaser shall immediately:
(a) check the quantity and packaging of the Products and record any objection in the delivery document;
(b) check the conformity of the Products with what is indicated in the order confirmation and record any discrepancies in the delivery document.
8.2. In the event of notification of defects, the Purchaser shall comply with the following procedures and deadlines:
(a) notice of defects relating to the integrity of the packaging must be made at the same time as delivery and countersigned by the Carrier.
(b) notice of defects relating to the product itself must be given within five (5) working days from the date of delivery of the Products to the Buyer.
(c) the detailed communication must be forwarded in writing to Polo Plast Srl. in-house sales representative, according to the instructions and in the manner provided by the same, within the terms indicated above. Any communication made by telephone shall not be accepted;
(d) the communication must be accompanied by pictures of the contested defects;
(e) the notice must clearly specify the type and amount of the alleged defects and the batch number;
(f) the Purchaser shall make the disputed Products available for inspection by the Seller.
8.3. Any Product for which no objection or claim has been raised in accordance with the procedures and terms set out above, shall be deemed to have been approved and accepted by the Customer.
9. PRODUCT WARRANTY - COMPLAINTS
9.1. Polo Plast Srl. guarantees that the Products correspond in terms of quality and type to what is stipulated in the contract and that they are free from defects that could make them unsuitable for their intended use.
9.2. The warranty on the products is limited to the shape of the product, the material used and production matters attributable to Polo Plast Srl. The warranty does not cover defects due to the improper use, transport, and storage of products.
9.3. Following a customer’s complaint according to the procedures of the previous article, Polo Plast may, on its own discretion:
a) replace, without further charge, the defected products with products of the same kind and quantity; or
b) provide to the Customer appropriate credit, the precise amount of which will be determined by Polo Plast Srl. at the aftermath of its complaint and defect assessment procedure.
In these cases, Polo Plast Srl. may request the return of the defective products, which will become its property.
The return of products must be accompanied by a transport document stating the number and date of the purchase invoice. The goods must be exactly in the packaging condition in which they were received by the Buyer.
In the event of a wrong order by the Buyer, the shipping costs for the return shall be borne by the Buyer and Poloplast, if the return is intact, reserves the right to proceed with the refund in the following ways:
- Within 1 month after receipt of goods by customer: 100% refund of purchase value
- Within 2 months of receipt of goods by customer: 50% refund of purchase price
- Within 3 months of receipt of goods by customer: 40% refund of purchase price
- More than 3 months after receipt of goods by customer: refund of 1 €/kg
- For Compostable products more than 2 months after receipt of goods by customer: refund of 1 €/kg
9.4. In the event that the defects of the products are not ascribable to Polo Plast Srl., the costs of replacing the products will be charged and invoiced to the Customer.
9.5. The warranty referred to in this section integrates and replaces the legal guarantees for defects and conformity and excludes any other possible liability of Polo Plast Srl. in relation to the products supplied. In particular, the Customer cannot make further claims for damages and in no case Polo Plast Srl can be held liable for any indirect or consequential damages.
10. LIMITATION OF LIABILITY
10.1. Except in cases of justified claims, raised in accordance with the provisions of section 9 of the present Terms and Conditions, the Customer is not entitled to any further right or remedy. Polo Plast Srl. is not liable for any damages requested for breach of contract, for any direct damage or loss of profit incurred by the Customer because of the use, non-use, or installation of the Products in other products, with exception of the cases covered by the guarantee indicated in section 9 or in case of fraud or gross negligence on the part of Polo Plast Srl.
10.2. Polo Plast Srl. will do everything in its power to deliver the Products within the terms eventually agreed, but under no circumstances shall be held liable for damages directly or indirectly caused by the delayed performance of its obligations under the contract or the delayed delivery of the Products.
11. CREDIT ASSIGNMENT
11.1 Polo Plast Srl will have the right to transfer the credit accrued against the Customer to third parties at any time, as well as to stipulate insurance policies on the creditworthiness of the customer, without prior notice and without any customer's right to compensation or claims for termination or cancellation of the contract arising from this situation.
12. TERMINATION OF THE CONTRACT
12.1. Polo Plast Srl. reserves the right to terminate the contract, without a prior written notice to the Customer, if one or more of the following events occur:
(a) In the event of the opening of bankruptcy, voluntary liquidation, or compulsory liquidation proceedings against the Customer.
(b) In the event that the Customer fails to comply with one or more of the obligations set forth in these terms and conditions and in particular with articles: 2, 3, 4, 5, 6, 7, 13, 14, 15.
(c) In the event that one or more provisions of the contract are declared void and that gives rise to a significant aggravation of the duties upon Polo Plast Srl.
12.2. In the aforementioned situations, the contract will be terminated automatically upon the date of receipt of the relevant written notice that Polo Plast Srl. will send to the Customer. In any case of termination of the contract caused by the Customer's acts, negligence, or wilful misconduct, Polo Plast Srl. reserves the right to sue for damages. Polo Plast Srl. also reserves the right to terminate the contract according to statutory provisions.
13.1 All rights and, in general, the legal situations arising or deriving from the order contract cannot be the subject of assignment or delegation to third parties by the Customer without the prior consent, resulting from a written document, of Polo Plast Srl.
14. INTELLECTUAL PROPERTY
14.1 The Customer expressly acknowledges that the trademarks, trade names or other distinctive signs affixed to the goods are the exclusive property of Polo Plast Srl. and cannot be altered, modified, removed, or deleted in any way. The Customer has the limited right to use trademarks, trade names or other distinctive signs, as well as any other industrial property right or production and commercial know-how incorporated into the goods and which remains the exclusive property of Polo Plast Srl., only in order to resell the goods to the public. Any different use of Polo Plast S.r.l.’ intellectual property by the Customer, if not expressly granted by Polo Plast Srl. in writing, will constitute a breach by the Client of the exclusive rights of Polo Plast Srl. also, in terms of contractual liability and, as such, it will be duly prosecuted.
14.2. All documents, drawings, data, and information (both in paper and electronic form) that may have been given to the Customer, remain the exclusive property of Polo Plast Srl. and constitute support for a better representation of the Products and are indicative of the performance of the Products.
15.1. In the event that the Customer has received particular information for special or standard products, he shall maintain as confidential the technical specifications, drawings, projects, data, and any other information made available to him by Polo Plast Srl.; the Customer shall not disclose such information to third parties and shall only use them for the purposes of the product supply agreement between the Parties.
15.2. The Customer acknowledges from now on the unlawfulness of the design and / or manufacture and / or marketing in any form, including through third parties of products on designs, models, samples, or prototypes of Polo Plast Srl, even if the Polo Plast Srl trademark is not expressly mentioned.
16. PROCESSING OF PERSONAL DATA
17. APPLICABLE LAW
17.1. These General Terms and Conditions and the related contracts of sale shall be governed by Italian law.
If, on the other hand, the purchaser is a person of a nationality other than Italian, the present general conditions of sale and all the contracts stipulated by the latter with Polo Plast Srl. are understood to be regulated by the Vienna Convention of 1980 relating to Contracts for the International Sale of Goods.
18.1. For any dispute concerning or in any case connected to the contracts to which the present General Conditions apply, the Court of Pordenone shall have exclusive jurisdiction. Notwithstanding what has been established above, Polo Plast Srl. shall nevertheless have the right to act at the Customer's Court.
19.1 The invalidity in whole or in part of the provisions of these General Terms and Conditions of Sale does not affect the validity of the remaining provisions.
19.2. These General Terms and Conditions of Sale are written in the Italian and English language. To the extent that an inconsistency exists between the Italian and English versions of these terms and conditions, the Italian version shall prevail.
19.3. The failure to enforce at any time any, all or certain of the Terms and Conditions herein, or the tolerance to violations of these Terms and Conditions, shall not be construed to waive any such provisions or the right at any time subsequently to enforce and require compliance with these Terms and Conditions.
19.4. Any request, consent, approval, waiver and more generally any notice hereunder shall be deemed to have been duly given if in writing, in Italian or English, and (i) if served by personal delivery upon the party for whom it is intended, return receipt requested or (ii) if delivered by registered or certified mail, return receipt requested, to the person and at the address indicated below, or such other address as may be designated in writing hereafter, in the same manner. The notices sent in such manner shall be effective upon receipt:
Polo Plast Srl. Via Sandro Pertini 1. 30029 San Stino di Livenza (VE). PEC: firstname.lastname@example.org
Acceptance of the Seller's order confirmation and the commencement of supply of the requested products, constitutes the Customer's confirmation, approval and acceptance of all the provisions of these "GENERAL TERMS AND CONDITIONS OF THE SALES CONTRACT" and, pursuant to the effects of the articles 1341 and 1342 of the Italian Civil Code, specific approval of the following provisions: articles 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18.