General Terms and Conditions of Sales
1. SUPPLY OF GOODS
1.1 All supplies made by Babbi SRL a.s.u. (hereinafter “BABBI”) of the products sold by the same (hereinafter “GOODS”) to any customer with a VAT number qualifying as a professional operator (hereinafter “CLIENT”) are governed by these general sales terms and conditions (hereinafter “T&C”).
1.2 Orders for GOODS can be placed by the CLIENT in one of the following ways:
a) orders placed using the appropriate paper or electronic forms made available by BABBI through its own representative and/or its own commercial agent;
b) orders placed directly through the web portal available on the website www.babbi.it (hereinafter “PORTAL”) by CLIENTs with specific confidential credentials (username and password) issued by BABBI. The use of the PORTAL by the CLIENT implies acceptance of the T&C and the terms of use of the said PORTAL, without prejudice to BABBI’s right to provide further consent through specific checkboxes and/or further checks external to the PORTAL. It will not be necessary to physically or digitally sign additional contractual documents. Once the registration procedure has been completed, the CLIENT’s access credentials will be personal and exclusive. The CLIENT will refrain from making these credentials known to third parties or BABBI. The CLIENT will be solely responsible for the correct use and storage of its own credentials and has full responsibility for the use thereof; therefore, any use of the credentials will be considered as having legitimately been undertaken by the CLIENT and legally binding on the CLIENT.
1.3 Regardless of the method of transmission of the orders as set out above in points 1.2.a) and 1.2.b):
a) the description and communication of the GOODS and their prices by BABBI will be understood as being an invitation to place an offer and the CLIENT’s purchase orders will have the value of a contractual proposal;
b) BABBI reserves the right to accept or reject orders, in total or for part of the GOODS requested, and any acceptance will be effective only if made in writing, failing which BABBI will not assume any obligation;
c) it will be the CLIENT’s responsibility to indicate in detail the types and quantities of the GOODS ordered;
d) following an order placed using the above described mode b) BABBI will send an e-mail to the address stated by the CLIENT and will summarize in writing to the CLIENT all the details relating to the contract proposal (hereinafter the “SUMMARY”) and the CLIENT will have the duty of reporting to BABBI any errors or discrepancies in the order within the following 2 (two) working days, failing which the SUMMARY will become binding;
e) BABBI will indicate the expected delivery times for the GOODS, which will not be binding on BABBI;
f) the delivery of the GOODS may be suspended or cancelled in the event of any non-fulfilment by the CLIENT, even for separate supplies. If an order is cancelled by BABBI for any reason other than non-fulfilment by the CLIENT, any refundable deposits paid by the CLIENT will be returned in equal measure by BABBI;
g) unless otherwise agreed in writing, the GOODS will be delivered free at destination – Incoterms DPU (“Delivered at Place Unloaded”) – to the CLIENT, who undertakes to accept the delivery and to do what is necessary to ensure the timely completion of the supply;
h) BABBI will not incur any liability in the case of delay in the delivery of the GOODS regardless of the causes of the delay. If the GOODS, or parts thereof, become unavailable after acceptance of the order by BABBI, the latter will update the CLIENT accordingly and the order may consequently be processed or cancelled as foreseen by these T&C. Partial or batch deliveries of GOODS will always be allowed;
i) in case of delay by the CLIENT in taking delivery of the GOODS, BABBI, without prejudice to any of its other rights, may: (i) have the GOODS stored and charge the CLIENT for all related costs; and (ii) sell the GOODS to third parties at his discretion. In this case, if the CLIENT has the right to obtain the refund of sums paid in advance, BABBI will have the right to withhold from refund to CLIENT the costs incurred due to any additional storage and handling of the GOODS.
2. CHARACTERISTICS OF THE GOODS
2.1 Unless otherwise agreed in writing, the GOODS constitute the standard production of BABBI, without customization or adaptation for particular uses.
2.2 Any specification, description or information relating to the GOODS, which is stated on the PORTAL or in the price lists and catalogues of BABBI is merely indicative and not binding. No characteristics or specifications of the GOODS will be binding on BABBI unless BABBI has explicitly accepted the same when accepting the order and/or are shown on the official Product Data Sheets available on request for each product. The characteristics and composition of the GOODS will be those indicated in the relative packaging and labels upon delivery. If the parties have agreed in writing on some samples before accepting the order, the GOODS will conform to these samples, except for tolerable differences or discrepancies.
2.3 Unless explicitly agreed otherwise, BABBI will be required to deliver only the GOODS, without adding other items, services, documents or information. If required by law, BABBI will be required to deliver only mandatory certifications and similar documents.
3. PRICES AND PAYMENT
3.1 The prices of the GOODS indicated in the SUMMARY are understood to concern the agreed delivery term; any additional costs are charged separately to the CLIENT.
3.2 The payment terms are indicated in the SUMMARY. Unless otherwise explicitly agreed, any payments made by the CLIENT before the delivery of the GOODS are understood as being advances, subject to refund in the event of non-delivery of the GOODS for reasons attributable to BABBI. If the GOODS are not delivered or the supply contract is terminated or not executed for any reason, in no case will BABBI’s obligation to reimburse the amount paid by the CLIENT exceed the amount originally paid by the CLIENT.
4. WARRANTY AND LIABILITY
4.1 BABBI guarantees that the GOODS are free from defects in materials or workmanship attributable to the same and does not take on any further guarantee.
4.2 The guarantee will have a maximum duration equal to the expiry date of the GOODS stated on each package, it being understood that BABBI does not take on any guarantee attributable to the processing, storage and/or preparation of the GOODS occurred after the GOODS have been delivered to the CLIENT. Any warranty for defects or faults in the GOODS not attributable to BABBI is excluded such as, by way of example only, in case of modification, damage, alteration, storage or inadequate use, malpractice or negligence on the part of the CLIENT or third parties and, in any event, occurring after the change of risk on the GOODS.
4.3 The CLIENT, under penalty of forfeiture, will be responsible for:
a) inspecting the GOODS upon delivery and notifying BABBI in writing of any defects in the GOODS within 5 (five) working days from the relevant delivery or discovery in the event of hidden defects;
b) refraining from marketing, using and/or selling the presumed defective GOODS to third parties and making them available to BABBI or its employees for inspection.
4.4 The guarantee given by BABBI will be limited to the replacement of the defective GOODS or to the refund of the relative price; further obligations of BABBI and/or further rights of the CLIENT are excluded. BABBI’s obligation to replace the GOODS or to credit their value will arise only after verification of the defects of the GOODS by BABBI or its authorized representative.
4.5 In case of PRODUCT recall campaigns:
a) all unfulfilled orders for the GOODS concerned, even those already accepted by BABBI, are considered cancelled or suspended and BABBI will promptly inform the CLIENT of the event;
b) the CLIENT will not resell or use any GOODS in stock affected by the recall and will comply with BABBI’s directives;
c) all contractual provisions on the guarantee remain unchanged and GOODS recalled or withdrawn will not automatically be considered defective.
4.6 In the event of complaints or legal action by consumers or other third parties regarding civil liability for damage caused by the GOODS:
a) the CLIENT will immediately inform BABBI in writing, also providing all the relevant information and documentation;
b) the CLIENT will not issue any declaration or admission, will not provide any information to third parties, will not enter into agreements or transactions, nor, in general, will he take any initiative from which any liability or prejudice against BABBI may arise;
c) any indemnity, compensation or reimbursement by BABBI to the CLIENT will be subject to the timely compliance by the CLIENT of the obligations provided for by these T&C.
4.5 Except in the case of wilful misconduct or gross negligence of BABBI, the only rights and/or claims recognized to the CLIENT in relation to the supplies, delivery and transport of the GOODS are only those expressly provided for in these T&C, and any liability of BABBI towards the CLIENT with regard to any possible loss, damage and/or prejudice, cannot exceed the price of the GOODS from which the same claim or request arose.
5. JURISDICTION
5.1 The Court of Forlì (Italy) will have exclusive jurisdiction over all disputes that may arise regarding the validity, interpretation and execution of these T&C and of each delivery of the GOODS.
6. OTHER
6.1 These T&C constitute the only agreement reached by the Parties regarding the sale of the GOODS and cannot be modified or supplemented, except with the written consent of the Parties. Any services provided by BABBI directly or through sales agents or consultants, purely by way of example regarding the use of the GOODS, are considered as a courtesy and do not involve the emergence of any legal obligation, nor the responsibility of BABBI with regard to conformity of GOODS.
6.2 BABBI will have the right to reproduce these T&C at its own discretion either on the SUMMARY and/or on the invoices and/or on the transport documents relating to the GOODS and/or to make them accessible through its PORTAL and website.
6.3 Only written communications between the Parties, to be made in a manner that gives proof of the communications themselves, will have value as evidence regarding the relations between the Parties themselves. If the CLIENT has credentials for the PORTAL, the Parties will make their communications electronically through the related electronic platform and mutually acknowledge that all contracts, orders, notifications and other communications exchanged electronically and stored in the platform itself will be considered as being in writing and will constitute full proof regardless of whether they have been received or read. Therefore, the Parties will have the duty of accessing the PORTAL in order to search and read any document or communication in any case relevant to the supply of the GOODS.
6.4 In the case of any event outside its control or any interruptions in production, as well as in the case of impossibility or excessive cost in the procurement of raw materials or energy, BABBI will have the right to suspend, cancel and/or partially deliver orders already accepted, promptly informing the CLIENT. In the event of total or partial cancellation of accepted orders, BABBI will credit the CLIENT any payments made in advance; any further obligation of BABBI is excluded.
6.5 For delivery terms and other commercial terms, please refer to the Incoterms published by the International Chamber of Commerce of Paris in force at the time of acceptance of the relevant order of the GOODS.
EXPRESS ACCEPTANCE
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the following clauses are expressly accepted: –
– art. 1 (“Supply of GOODS”);
– art. 4 (“Warranty and liability”);
– art. 5 (“Jurisdiction”);
– art. 6 (“Other”).