General conditions of Sale.

General conditions of Sale.

These general conditions of sale are fully applied to every order and to all sales made by Davia SpA, unless otherwise agreed which must be placed in writing and signed for acceptance by DAVIA SpA The sending or delivery of any purchase order by of the customer to DAVIA SpA implies the full and unreserved acceptance of the general conditions of sale, referred to in the reported on the website www.davia.it even if not signed by them, because they are intended to be known and knowable by the customer.
1. Object of the contract : The contract relates to the supply of food products for the quantities specified in the commercial agreement or in any subsequent modification sent by fax, e-mail or equivalent.
2. Sales contract: The commercial agreement will be considered concluded and binding between the parties, when the commercial agreement of DAVIA SpA reaches the customer (via e-mail, fax, post or by hand). The commercial agreement sent by DAVIA SpA defines and reports all the definitive and binding conditions and contents between the parties, fully replacing any previous emails or reports. If the commercial agreement contains additions, limitations or other changes with respect to and any initial order, the customer's consent will be considered tacitly given, unless a written complaint is sent to DAVIA SpA within 24 (twenty-four) working hours from receipt of the changes. The commercial agreement and these general contract conditions will prevail in any case over any general or particular purchase conditions prepared by the customer. Any variation sent to our collaborators, employees of our Company or sales agents is worthless if not reproduced in the text of our Order Confirmation or if not confirmed in writing and on headed paper by DAVIA SpA
3. Orders : Every order formulated by the customer is subject to written acceptance (so-called commercial agreement) by DAVIA SpA and implies acceptance of the general conditions. The transmission of the commercial agreement commits the customer, unless otherwise specified in writing, to the payment of the prices, to the price list conditions and to the general conditions of sale in force on that date, except for price increases as better specified in point 5 of the general conditions of Sale.
4. Terms of payment : Unless otherwise agreed in writing, payment must be made according to the deadline indicated in the commercial agreement by means of a bank receipt, bank transfer to the bank indicated by DAVIA SpA or by direct remittance.
5. Amount - prices - subjects entitled to receive them and variations : The prices of the products are understood to be Ex Works (Ex Works - INCOTERMS in course of validity), unless otherwise agreed between the parties. Any payments or securities issued to agents, representatives, employees or collaborators of our Company, or couriers appointed by us, will not be considered valid until the relative sums reach DAVIA SpA. The prices accepted at the time of order confirmation may undergo increases within the limit of 7%, in the event that an increase in raw materials and derivatives occurs (by way of example but not limited to: iron, aluminum, steel, paper, supply services, fuel cost, transport cost road and sea) and labor costs, relating to the period between the signing and acceptance of the order confirmation until the agreed date for delivery of the goods. In the event that the customer does not consider the increase applied to be adequate, DAVIA SpA will consider itself free from the contractual obligation, without therefore being subjected to requests for payment in damages or penalties.
6. Delivery : Unless otherwise agreed, the supply of the goods is intended Ex Works (EX Works - INCOTERMS valid) and will be divided into lots that the customer must collect on a monthly basis, depending on the distribution signed in the commercial agreement between parts.
7. Plurality of periodic services - Failure to collect the customer : In the event of failure to collect the single lot subject to monthly distribution by the customer, DAVIA SpA may 1) request the partial fulfillment of the commercial agreement for the quantities not collected at the expiry by the customer, after issuing an invoice in his favor or 2) requesting the partial termination of the contract solely for the services relating to the items not collected as per the schedule. In this case, DAVIA SPA, as a compliant party, may avail itself of the partial termination only for the expiring services and not withdrawn by the client, without prejudice to the remaining part of the previous relationship and for future expiring services, without the application of penalties or requests for payment to the detriment.
8. Force majeure - unforeseeable circumstances e exceptional and unforeseeable circumstances: Unless otherwise agreed, the supply of goods is understood to be Ex Works (EX Works - INCOTERMS currently valid). DAVIA SpA has the right to make partial supplies and / or split deliveries of the goods in derogation from commercial agreements. The delivery terms indicated in the commercial agreement are not essential terms, unless otherwise agreed in writing. Force majeure (industrial disputes and any other circumstance beyond the control of Davia SpA such as fires, wars, floods, droughts, famines, strikes, breakdowns and breakdowns in production plants, massive military mobilizations, revolutions, confiscations, embargoes, blockades roads, delays or defects in the deliveries of subcontractors, atmospheric events that affect the productivity of the contracted harvest, loss of the harvest due to phenomena related to it such as to affect the production of quantities and delivery times or any circumstance that refers to this clause) o other exceptional and unforeseeable circumstances that occur against Davia SpA or its suppliers (such as, but not limited to: production delays, non-conformity of the product with respect to the technical data sheet detected following specific analyzes carried out in accredited laboratories, etc.) suspend the terms for delivery without any responsibility lity for Davia SpA which will not be held responsible for delayed / non-delivery due to force majeure or other exceptional or unforeseeable circumstances that occur during the production / manufacturing process or during the loading and / or transport of the goods. If there is a delay in the delivery of the goods exceeding 30 (thirty) days, which does not depend on force majeure or other unforeseeable events, the customer is obliged to contest in writing to Davia SpA, which will have a term of further 30 (thirty) days to make the delivery. In any case, no right to compensation for damage will be granted to the client. In the event of split deliveries, the preceding provisions apply. There Davia SpA is not liable for damages from anticipated or delayed delivery, total or partial, nor will it be required to pay any penalty.
9. Late payments and " solve et repete " clause : In the event of delayed, non-payment or partial payment by the customer, DAVIA SpA reserves the right to immediately suspend the supply and / or to terminate all existing contracts with the customer, even if not related to the payment in question, without prejudice to the right to compensation for damage. In the event of delayed, non-payment or partial payment, interest on arrears will accrue on all sums due , calculated pursuant to Legislative Decree 231/2001 without the need for formal notice. No objection can be raised or exercised by the customer unless after full payment of the price. The customer is in any case obliged to pay the obligation in full, even in the event of disputes, by applying the "solve et repete " clause.
10. Risk of deterioration and / or ruin of the goods : Davia SpA will not be liable for the loss or ruin of the goods when it leaves its factories. In this case, the risk of perishing or ruining the goods will pass to the customer as soon as the shipper / carrier or the customer himself takes charge of them. In case of delay in taking charge of the goods, the risk of perishing and / or ruining of the goods, if it has not already passed to the customer, will also fall on the same coinciding with and with effect from the expected delivery date. Davia SpA undertakes to guarantee the shelf - life of the product on the basis of the delivery forecasts envisaged in the commercial agreement. Any delays described above will not be attributable to DAVIA SpA and cannot be the subject of a complaint by the customer.
11. Checks on the conformity of the goods and notification of defects : The customer is obliged to verify the conformity of the goods and the absence of defects within 08 (eight) days of receipt, and in any case before carrying out any additional handling and / or processing on the same. Any disputes will be considered valid only if communicated in writing via certified e -mail within 8 (eight) days of receipt of the goods, as well as any hidden defects must be reported in writing, again by pec within 08 (eight) days of discovery. Any disputes must be detailed and specific, specifying exactly the defects found, with simultaneous return of the presumably defective goods if requested by Davia SpA at the customer's expense, in order to allow all necessary checks.
12. Contents of the guarantee : In the event of a complaint of defects within the terms and in the manner referred to in the previous paragraph, Davia SpA will carry out a check on the sample of the disputed product as soon as it is returned to its factory at the customer's expense. In the event that the defects or defects are ascertained, Davia SpA will replace the supply of products of the same type and quantity as those found to be non-compliant, always based on the availability of the product. Before replacing the goods, the customer must return the defective goods, agreeing with Davia SpA regarding the destination of the claimed goods and / or their destruction. The replacement is intended only for the damaged / claimed quantity and not for the entire lot. No compensation for damages is due, in particular the customer cannot make other claims for damages, price reduction or termination of the contract. In case of goods damaged during transport, they will be replaced only if the goods have been transported by a courier appointed by Davia SpA and only if the damage is properly reported on the transport documents - CMR - payslips - computer systems (such as handhelds) in use. at the Transporter. In no case, Davia SpA will be liable for indirect or consequential damages, for damages due to lack of or reduced production and for any shortages resulting from delivery by courier.
13. Guarantees : Davia SpA guarantees the conformity of the products: by conformity of the products it is meant that they correspond in terms of quality and type to what is established in the contract and valid technical data sheet and that they are free from defects that may make them unsuitable for intended use. Davia SpA will not be held responsible for the non-compliance of the product with the legislation of foreign countries where the product will be used and / or intended, unless the customer in the phase prior to the order indicates to Davia SpA the limits and regulatory parameters imposed by law. of the country of destination of the goods, able to guarantee their circulation and human consumption. The guarantee of conformity does not apply if the product is not stored according to the indications given on the label by the manufacturer. Therefore, it will be the customer's responsibility to provide Davia SpA with proof of having detected a defect in the product, despite correct use and / or storage. In no case, Davia SpA will be liable for lack of conformity caused by a fact subsequent to the transfer of risks to the customer.
14. Manufacturer's responsibility : With reference to the characteristics of the products sold , Davia SpA guarantees compliance with the legislation and technical standards in force in Italy and in the European Union. The customer fully assumes the risk of any discrepancy between the Italian and European regulations and those of the country of destination of the products, holding Davia SpA harmless from any claim for damages or sanctions or other economic consequences. In the event that the legislation of the country of destination of the goods is different from the Italian and European one, the customer undertakes to provide Davia Spa, upon signing the order confirmation, with all the information required to guarantee Davia SpA to produce and market the product in compliance with the mandatory legislation in the country of destination.
15. Prohibition of assignment of the contract: This contract and the rights deriving from it cannot be transferred by the customer, without the written consent of Davia SpA
16. Modifications and partial nullity: Any modification to this contract will not be valid unless made in writing and approved by Davia SpA. Any nullity of any clause provided for in this contract will not result in the nullity of the entire contract, which will be integrated and interpreted in its entirety.
17. Termination clause : Davia SpA, except as provided for in the previous points, may terminate this contract without notice, subject to written communication to be sent to the client via certified email or email and / or equivalent deeds, if one of the following events occurs which will constitute express termination clauses pursuant to and by effect of art. 1456 civil code:
- Failure to pay, partially or totally, the amount owed by the customer according to the times and methods provided for at the time of the order confirmation, unless Davia SpA requests them to be fulfilled, redetermining delivery times and current prices;
- In the event of bankruptcy by the client or in the event that the same is subjected to insolvency proceedings;
- In case of bankruptcy or opening of the bankruptcy procedure of the suppliers of Davia SpA of the goods.
18. Applicable law: For anything not expressly provided for in these general conditions, reference is made to the application of Italian law and to articles 1470 et seq. of the civil code, with the express exclusion of what is established by "Vienna Convention", on the sale of real estate and by the rules of international private law that should identify an applicable law other than Italian law.
19. Jurisdiction: For all disputes that may arise in relation to the existence, validity, interpretation, execution and termination of this contract, even of a non-contractual nature, the Court of Torre Annunziata will be exclusively competent.
20. Communications: All communications regarding this contract must be made in writing, and will be considered validly made if sent by certified email, email or fax to the following address______________________________________ or certified e-mail : ____________________.
21. Information on the processing of personal data : Pursuant to the GDPR European Regulation (EU) 2016/679, personal data will be processed by DAVIA SpA also with the aid of electronic tools, in order to fulfill all the necessary and mandatory provisions in fiscal and legal administration. DAVIA SpA may use the same data to send information material relating to its business. The provision of data is mandatory as it is necessary to comply with the aforementioned laws and provisions. The data managed exclusively in the context of the usual business activities will not be disclosed outside the environments provided for by the processing purpose, nor transferred to third parties.

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