The terms and conditions indicated below (the "General Conditions of Sale") form an integral part of the contracts concluded between the Seller and the Buyer for the supply of the Seller's products.
The General Conditions of Sale apply to all transactions concluded between the Seller and the Buyer without the need for an express reference to them or a specific agreement to that effect at the conclusion of each individual transaction. Any different conditions or terms apply only if confirmed in writing by the Seller.
The Seller reserves the right to modify, supplement or vary the General Conditions of Sale, attaching these changes to the offers or to any correspondence sent in writing to the Buyer.
Offers and Orders.
The offers of the Seller are not to be considered binding, in particular with reference to quantities, prices and delivery terms.
Prices and Terms of Payment.
Product prices include VAT, which must be paid at the time of delivery or in accordance with the specific provisions indicated on the invoice.
Taxes, duties, shipping, insurance, installation, end-user training, after-sales service are not included in the prices unless quoted separately.
In the event that the Buyer does not make the payment within the terms and in the manner indicated by the Seller or in the event that the Buyer's activity is not conducted in accordance with the ordinary course of business, this is understood, without any limitation, the issuance of acts of seizure or protests, or when payments have been delayed or insolvency proceedings have been requested or promoted, the Seller has the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately due. Furthermore, the Seller may in such cases request advance payments or a guarantee deposit.
The Purchaser has no right to make any compensation, withholding or reduction except in the event that his request to that effect has been definitively and judicially accepted.
Terms of delivery.
Unless otherwise agreed in writing, any delivery time indicated is not binding on the Seller. Unless otherwise agreed between the parties, the indicative delivery time is that specified on the page "delivery times and costs".
The Seller reserves the right to reasonably make partial deliveries.
Any liability for delivery deriving from force majeure or other unforeseeable events not attributable to the Seller, including, without limitation, strikes, lockouts, provisions of the public administration, subsequent blocks of export or import possibilities, in consideration of their duration and of their scope, release the Seller from the obligation to respect any agreed delivery deadline.
Duty of Inspection and Acceptance of Products.
Upon taking delivery of the Products, the Purchaser must immediately: check the quantities and packaging of the Products and record any objection in the delivery note; carry out a conformity check of the Products with respect to what is indicated in the order confirmation and record any discrepancies in the delivery note.
Any Product for which no dispute has been raised in accordance with the procedures and terms indicated above is considered approved and accepted by the Purchaser.
Limitation of Liability.
Except in cases of justified objection raised in accordance with the provisions of paragraph 5 above, the Purchaser is not recognized any further right or remedy. In particular, the Seller is not responsible for any compensation requested for breach or breach of contract, for any direct damage or loss of profit incurred by the Buyer as a result of the use, non-use, or installation of the Products in other products, with the exception of the cases covered by the guarantee indicated in the paragraph relating to guarantees or in the event of willful misconduct or gross negligence on the part of the Seller The Seller will do everything in its power to deliver the Products within the time limits eventually agreed, but in no case can it be held liable for damages directly or indirectly caused by the delayed execution of a contract or by the delayed delivery of the Products.
The catalogs, price lists or other promotional material of the Seller constitute only an indication of the type of Products and the prices and the indications indicated therein are not binding for the Seller. The Seller assumes no responsibility for errors or omissions contained in its price lists or promotional material.
Right of withdrawal.
1. If the CUSTOMER intends to contest the adequacy of one of the items delivered, it is obligatory to give written notice as specified on the "Right of Withdrawal" page; otherwise, this item is to be considered fully accepted.
Intellectual property of Herborea s.r.l.
1. The Customer expressly acknowledges that the trademarks, trade names or other distinctive signs affixed to the goods are the exclusive property of Herborea s.r.l. and cannot be altered, modified, removed or canceled 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 in the goods and which remain the exclusive property of Herborea srl, only and limited purpose of reselling the goods to the public. Any different use of the intellectual property of Herborea s.r.l. by the Customer, unless expressly granted by Herborea s.r.l. the same in writing, it will be considered a violation by the Customer of the aforementioned exclusive rights of Herborea s.r.l., also from the point of view of contractual liability and, as such, will be properly prosecuted.
2. The documents, drawings, data and information (both in paper form and on electronic support) that should be delivered to the Customer remain the exclusive property of Herborea s.r.l. and constitute support for a better representation of the Products and are indicative of the performance of the Product itself.