General Sales Conditions
1. These General Sales Conditions (hereinafter also referred to as GSC), as well as any other special conditions, are an integral and essential part of all contracts of sale concluded by ACTiM s.r.l. (hereinafter referred to as Actim), whatever the form in which the same are concluded (letter, telex, telefax, via computer, telephone, etc. etc.).
2. Prevalence – These terms and conditions shall be deemed accepted by the Purchaser even if they differ from their general or specific conditions of purchase.
3. Validity – The orders are accepted and the sale is considered complete at the time and place where Actim communicate its acceptance by one of the aforementioned media.
4. Effectiveness – These terms and conditions remain valid and enforceable unless explicitly otherwise agreed in writing between the Purchaser and Actim.
5. Shipping – the Goods travel at the risk of the Purchaser even if delivered postage or carriage paid.
5.1. Actim will not be liable for damages suffered by the Goods after they have left the point of origin, or their deposit or factory or warehouse where Actim has shipped the Goods from.
5.2. The Purchaser is required to provide for the protection of their interests against the carrier in accordance with the law.
6. Deliveries – the delivery time (e.g. days) is meant as working days. In any case, the terms are indicative and subject to any conditions that may preclude, hinder or delay the normal procurement process, production and delivery of Goods.
6.1. The delivery dates indicated in the offer or in the order confirmation or invoice shall be construed as an indication and not mandatory; therefore, a reasonable delay in the fulfilling of the order shall not constitute grounds for cancellation of the order by the Purchaser and will not entitle the Purchaser to any compensation and / or reimbursement whatsoever.
6.2. In case of “force majeure”, the rules laid at Art. 1218 et seq. CC (italian law) will apply; Actim will work to the best of its ability to limit the negative effects resulting from the impossibility of fulfilling the order.
6.3. The sales contract will be terminated automatically if the Purchaser fails to collect the Goods within 30 days from the agreed date of delivery, without prejudice to the right of Actim to claim compensation for damages.
6.4. In case of international sales, the delivery will be regulated according to the Incoterms (rules of interpretation of international commercial terms) published by the International Chamber of Commerce (latest edition).
7. Warranties, Liability – Actim ensures compliance of the Goods to the characteristics listed in the technical specifications or – in case of Goods or articles prepared or equipped to Purchaser specifications – as those agreed with the Purchaser.
7.1. In case of non-compliance of the Goods to these characteristics, the responsibility of Actim shall be limited to the replacement at his own expense with complying Goods or, at the discretion of Actim, to take back the defective Goods at his own expense and to return any money received in payment for the Goods. Any other compensation is excluded.
7.2. Any information and data relating to the Goods are supplied to the best of our knowledge and in good faith, based on the data provided by the manufacturer. Possible indications on the use or handling are given without guarantee, since the conditions of use are outside the control of Actim.
7.3. From the moment of delivery of the Goods, and except as provided by mandatory provisions of law and GSC, the Purchaser assumes full responsibility and all risks related to the detention of the Goods, for example, but not limited to, those related to their use (regulation REACH) and those resulting from compliance with the requirements of applicable law (for example, but not limited to, in the pharmaceutical, veterinary, cosmetic, food, animal feed fields) and in force in the country or countries concerned, and will indemnify, defend and hold harmless Actim, from any and all claims.
7.4. The Purchaser / user of the Goods is obliged to make the necessary tests to determine the suitability of the product for their purposes, and to observe any laws, regulations, patents and proprietary rights in force. The Purchaser / user is required to work in conditions of safety, taking into account possible risks related to the nature and quantity of the product and the conditions in which it is used. Actim assumes no risk or liability arising from the use of the product information, or for damage of any kind howsoever arising from the use or handling of the Goods.
7.5. The different uses of the Goods that may be indicated in the Safety Data Sheet (“SDS”) applicable to Goods within the meaning of Regulation 1907/2006 / EC (“REACH”) and its amendments and supplements, do not constitute an agreement between the parties regarding the technical and commercial specifications of the Goods.
7.5.1. In compliance with the REACH regulations, the Purchaser will verify in particular that his conditions of use are consistent with those described in the SDS.
7.5.2. In the case of “transported isolated intermediates” as defined in REACH, the Purchaser shall certify in writing, prior to the conclusion of the sale, to comply with the conditions of Article 18 of that Regulation.
7.5.3. Actim does not assume any responsibility in case of improper and / or illegal use of the Goods or in the case of impossibility or delay in the execution of the obligations imposed on the same, if such delay or inability depend on the fulfilment of the obligations imposed by the REACH regulation.
8. Complaints – the Purchaser shall check the Goods upon arrival, and in any case before it is used and / or altered in any way.
8.1. Any claims by the Purchaser on any aspect of the Goods received or their delivery must be reported in writing and with certified date (for example, but not limited to, by certified mail to the address actim.1@pec.actim.com or by registered mail) to Actim within 8 (eight) days from delivery, indicating the necessary references for the identification of defective Goods (in particular, number and date of transport document and / or invoice, if already available).
8.2. Failure to complain within the aforesaid time tantamount to full acceptance of the Goods. Actim, therefore, will not be required to compensate the Purchaser for any hidden defects present in the Goods and discovered after expiry of the period specified above.
8.3. In case of a complaint, Purchaser shall
8.3.1. refrain from unloading the tank truck in the case of Goods in bulk
8.3.2. refrain from using the product
8.3.3. properly store the product under complaint, in order to enable all the checks to be carried out in proper debate between the parties.
8.4. In case the claim is proven valid, the liability of Actim is in any case limited to the replacement of the Goods subject of the claim or, at the sole discretion of Actim, to the reduction or refund of the amount paid by the Purchaser with the express exclusion of any further compensation for any other damage suffered by the Purchaser, including consequential damages or loss of profit.
8.5. In any case, it is understood that Actim will not be liable for damages of any nature to third parties, for which the Purchaser should receive requests of indemnification, in connection with the Goods.
8.6. The warranty relating to the Goods will not operate if Purchaser is unable to demonstrate that it has stored and processed correctly the Goods, and not to have altered or modified them.
8.7. The occurrence of a claim shall not entitle the Purchaser to terminate the contract unilaterally or to suspend or omit all and / or part of the payment for the product.
9. Payment – payments must be made strictly in the place of issue of the invoice and at the conditions stated in the invoice itself.
9.1. The acceptance of payments in any different form or performed elsewhere shall not be construed or interpreted as an exception to this principle.
9.2. When an invoice becomes overdue according to the agreed terms of payment, bank interest will be applied according to the legal provisions in force.
9.3. In the event of agreement to a fully or partially deferred payment, the Goods delivered to the Purchaser shall remain the property of Actim until the Price has been Paid in full. Until that moment, the Purchaser will not demand payment for warranty claims of the Goods purchased, or otherwise distract them in favour of third parties.
10. Termination of the contract – the order can not be cancelled by the Purchaser without the written consent of Actim. In any case, the Purchaser will bear any costs resulting from such cancellation that Actim should incur.
10.1. If the Purchaser fails to pay the price or the rate of price when due, or to comply with any other obligations assumed by the Purchaser, Actim will be entitled to terminate the contract by fault of the Purchaser.
10.2. The contract will be automatically terminated pursuant to art. 1456 of the Civil Code in the event of failure by the Purchaser to comply with or accept any one of the following provisions:
10.2.1. art. 4 (Effectiveness of the GCS);
10.2.2. art. 6 (Delivery of Goods, transfer of risk and limitation of liability);
10.2.3. art. 7 (Guarantee);
10.2.4. art. 9.2 and 9.3 (Payment and Retention of title);
10.3. The Agreement shall automatically terminate if the Purchaser becomes insolvent or if its economic conditions suggest that it may become insolvent (e.g. The presence of protests).
10.4. In the cases referred to in paragraphs 10.1 and 10.2 the termination will take place immediately when Actim informs the Purchaser of the termination.
10.5. In the event that the Purchaser is in default of payment of the Goods, Actim, if not availing itself of the right provided for in section 10.1, may suspend the execution of the Agreement, including orders already expressly accepted, until all payments will be made in full. Actim will not be held responsible for damages, direct or indirect, incurred by Purchaser as a result of the exercise of this right.
11. Changes – supply conditions are subject to review by Actim.
11.1. In the case of partial orders to be executed with partial deliveries the GCS are also subject to revision, unless expressly stated otherwise.
11.2. Any changes and / or additions to the GCS required by the Purchaser must be approved in writing by Actim.
12. Disputes – The law applicable to the Sale is the Italian law.
12.1. Actim and Purchaser agree to refer to the law regulations applicable to the sale for all matters not expressly contemplated in the GCS.
12.2. Any disputes that may arise in relation to the orders, the contract or to the GCS, including those relating to their validity, interpretation, execution, dissolution and / or resolution, if not settled amicably between the parties will be referred exclusively to the court of Lecco.
12.3. These GCS are accepted by the Purchaser in any point, and the Purchaser hereby waives any own purchasing conditions taken individually or as a whole.
13. Privacy – Actim and the Purchaser mutually acknowledge that personal data can be exchanged between the parties or to third parties only for commercial and administrative purposes and for the execution of the sale, as defined in the Legislative Decree no. 196/2003 (Italian Privacy Law).