General terms and conditions of sales contracts
These general conditions of sale apply in full to every order and to all our sales, unless otherwise stipulated in writing by Jardiservice srl. The sending or delivery of any purchase order by the Purchaser to Jardiservice srl implies full and unreserved acceptance by the Purchaser of the general conditions of sale of Jardiservice srl, even if not undersigned by them. These general conditions are reported on our website (www.jardiservice.it) and in each Order Confirmation form it is indicated how to download them. They are therefore considered known by all the Buyers and are accepted at the moment of sending the Order to Jardiservice srl.
OFFERS AND PRICE LIST UPDATING
Offers and price list updates are subject to the general conditions of sale on our website (www.jardiservice.it). Jardiservice srl may, at any time, update its sales price lists without however modifying the prices of products that are part of promotional operations agreed and signed by the Parties previously.
Every order formulated by the Buyer is subject to written acceptance by Jardiservice srl through Order Confirmation and implies acceptance of the general conditions of sale. The transmission of the order commits the Buyer, unless otherwise specified in writing, to the prices, price list conditions and general sales conditions of Jardiservice srl in force on the date of Order Confirmation.
Reservations by the Customer for products related to promotional operations are to be considered as a formal commitment to collect them.
Any cancellation with less than 15 days’ notice of the planned delivery date will be invoiced at 50% of the products reserved.
The Contract of sale shall be considered concluded, becoming binding for the parties, when the Order Confirmation of Jardiservice srl reaches the Buyer (by e-mail or fax). The Order Confirmation sent by Jardiservice srl defines and reports all the final and binding conditions and contents of the Contract, fully replacing the Order sent by the Buyer. Should the Order Confirmation contain additions, limitations or other variations to the Order, the Buyer’s consent to such variations shall be deemed to have been tacitly given unless a written objection is received by us within 24 (twenty-four) working hours after receipt of the same. The Order Confirmation and these general conditions of contract shall in any case prevail over any general or particular conditions of purchase prepared by the Buyer. Any written or verbal conditions sent by our collaborators, employees of our Company or sales agents shall be null and void unless reproduced in the text of our Order Confirmation or confirmed in writing by our Company.
Any requests for variations or changes to the Order by the Buyer are subject to the approval of Jardiservice srl and must be received promptly in order to allow the relative variations to be implemented by Jardiservice srl. In this case Jardiservice srl reserves the right to delay delivery times and any price changes.
OBJECT OF THE CONTRACT
The object of the contract is the supply of live plants and services or goods connected to the supply of the same, for the quantities specified in our Order Confirmation or in any subsequent modification sent by fax, e-mail from Jardiservice srl. The subject of this contract with our Company does not include samples of material to be subjected to tests and/or trials, all the information provided in any form or location for the processing of our products such as: project proposals, information relating to production, laboratory tests, industrial tests and any production tests; therefore, we do not assume any responsibility for the processing phases following the supply of our products. In any case, the data in the catalogues, advertisements, illustrations, price lists, our website or other illustrative documents of Jardiservice srl, as well as the characteristics of the samples sent by Jardiservice srl to the Buyer, are indicative and therefore will not be binding and do not contain any promise of quality in relation to the products. These points have no binding value if not expressly mentioned in the Order Confirmation. Jardiservice srl reserves the right to make non-substantial technical changes to its products at any time dictated by production requirements that it deems convenient, without any obligation of communication.
The prices applied are the ones indicated in the last offer sent to the Customer by Jardiservice srl (available weekly), valid at the moment of the delivery of our products, unless otherwise indicated in our Order Confirmation or in any other document of Jardiservice srl. Jardiservice srl can, at any time, update its price lists and also modify the prices present on offers related to any promotional operation agreed and signed by the parties beforehand.
CONDITIONS OF PAYMENT
Payment shall be made upon delivery, unless prior agreements have been confirmed and signed:
- bank transfer at the bank indicated by our Company
- cheque made out to Jardiservice srl
- LCR without acceptance
The delivery of the goods with transfer of the risk of loss of the goods to the Buyer, the collection of the goods by the shipper/carrier or the independent collection of the goods by the Buyer if agreed between the parties. Any payments or titles granted to agents, representatives, employees or collaborators of Jardiservice srl, or couriers appointed by us, shall not be considered valid until the relevant amounts reach Jardiservice srl.
There shall be no discount for early payment.
In case of delayed, failed or partial payment by the Purchaser, Jardiservice srl reserves the right to immediately suspend the supply, and/or to terminate all existing contracts with the Purchaser, even if not related to the payment in question, without prejudice to the right to compensation for damages. In the event of late, failed or partial payment, interest on all amounts due will accrue on arrears calculated in accordance with Legislative Decree no. 231/2001 without the need for a formal notice of default, and all receivables will become immediately payable with forfeiture of the benefit of the term. No objection for any default, with no exception whatsoever, nor legal action of any nature whatsoever may be raised or exercised by the Buyer unless the price has been paid in full. No compensation is allowed between the price due to Jardiservice srl and any receivables claimed by the Buyer. The Buyer is obliged to pay the price in full even in the event of disputes by means of the “solve and repeat” clause. The invoicing of the above mentioned interest shall not lead to any increase in turnover for the purpose of calculating the year-end discount percentages granted during contract negotiations.
Jardiservice srl will include on each Invoice, the amount of 2 (two) euros as a participation to the management costs.
Unless otherwise agreed, the delivery of the goods shall be deemed to be free of charge (Ex Works – INCOTERMS valid). Jardiservice srl is entitled to make partial supplies and/or shared deliveries of the goods. The delivery terms indicated in the Order Confirmation are not essential terms, unless otherwise expressly agreed in writing. Force majeure (industrial disputes and any other circumstance beyond the seller’s control such as fires, wars, floods, droughts, health emergencies, strikes, breakdowns and breakdowns in production plants, massive military mobilizations, revolutions, confiscations, embargoes, roadblocks, delays or defects in deliveries by subcontractors due to any circumstance that refers to this clause) or other exceptional or unforeseeable circumstances that may occur with regard to Jardiservice srl or our suppliers (such as, for example, production delays, non-conformity of the product with respect to the technical data sheet detected following specific analyses at accredited laboratories, etc.). ) suspend the terms for delivery, without any responsibility for Jardiservice srl. Jardiservice srl shall not be held responsible for delayed/delayed delivery due to force majeure or other exceptional or unforeseeable circumstances that may occur with regard to Jardiservice srl or our suppliers that may occur during the production/processing process or during loading and/or transport. If there is a delay in the delivery of the goods exceeding 7 (seven) days, which does not depend on force majeure or other unforeseeable events, the Buyer is obliged to contest such delay in writing to Jardiservice srl, which will have a further 7 (seven) days to make the delivery. The Buyer shall have no right to compensation for damages. In case of split deliveries, the above provisions shall apply. Jardiservice srl shall not be liable for damages due to early or late delivery, total or partial.
RISK OF LOSS OF GOODS
The risk of loss or damage of the goods shall pass to the Buyer at the latest upon delivery to the Buyer, who shall collect the delivered goods. Following the transfer of risks, Jardiservice srl is not liable for the loss or ruin of the goods. In case of delay by the Buyer in taking delivery of the goods, the risk, if it has not already passed to the Buyer according to the previous paragraph, will be transferred to the Buyer on the scheduled delivery date. Jardiservice srl guarantees the shelf-life of the product on the basis of the delivery foreseen in our Order Confirmation. Any delay in delivery due to the independent collection by the Buyer or his appointees cannot generate complaints by the Buyer. The Buyer is obliged to pay the full price in case of damage or loss of the goods after the transfer of risks.
MATERIALS USED FOR SHIPMENT
It is compulsory for the Buyer to foresee and carry out, at the moment of the delivery of the goods, the return on the same level as the materials (CC TAG5, CC DC, multilayer flatbeds, galvanised extensions) used by Jardiservice srl for the fulfilment of the Order. In case of total or partial failure to return the goods, Jardiservice srl will immediately invoice them at the price of
- CC TAG 5 135,00 (one hundred and thirty-five/00) euro
- DC DC 95,00 (ninetyfive/00) euro
- shelf 20,00 (twenty/00) euro
- iron extension 2,00 (two/00) euro
The Buyer is obliged to check the conformity of the goods within 48 (forty-eight) hours of receipt, and in any case before carrying out any additional processing on them or placing them on sale. Any disputes shall be considered valid only if:
– correctly, in detail and clearly legible on the delivery documents (CMR/DDT/Delivery coupon/invoice)
– communicated in writing by e-mail or fax to [email protected] or to any other address relating to communications with Jardiservice srl, in any case within 48 (forty-eight) hours from receipt of the goods
– accompanied by digital photographic documentation for verification by Jardiservice srl
– in the case of goods damaged during transport, only the goods transported by couriers appointed by Jardiservice srl will be reimbursed and only if the damage is properly reported on the transport documents/CMR
No returns can be accepted unless agreed in advance by Jardiservice srl. Jardiservice srl is not responsible for any damage to the goods, in the case of unloading without the use of the hydraulic sideboards supplied on the means of transport in charge of delivery.
GUARANTEES AND MINIMUM ORDER QUANTITY
Jardiservice srl guarantees the conformity of the products: by conformity of the products it is meant that they correspond in terms of quality, type, size and vegetative stage to what is foreseen in the last valid price list and that they are free from defects that may make them unsuitable for their intended use. No guarantee is given regarding the vegetative recovery of the goods. Samples, information contained in brochures, weekly offers or information resulting from other advertising material are not binding and do not contain any promise of quality in relation to the products. Jardiservice srl does not assume any responsibility regarding the conformity of the product to the regulations of foreign countries where the product will be used or destined, regarding any special uses, regarding the uses usually foreseen in the destination countries.
As regards quantities, the Purchaser acknowledges to Jardiservice srl to accept quantities of supply for each product, determined by the minimum quantities that can be delivered as indicated in the last valid price list. These units are conventionally determined in the quantities that can be stored on the materials used for each delivery:
- entire flatbed
- whole trolley
Except for agreements previously signed by the Parties, the minimum order quantity taken into consideration by Jardiservice srl is 2 (two) full CC.
FORM, EXCLUSIVITY AND NULLITY
Any change to these General Conditions of Sale shall not be valid unless made in writing and approved by Jardiservice srl. The possible nullity of any of the clauses provided for in this contract shall not entail the nullity of the entire contract, which shall be integrated and interpreted in its entirety.
Jardiservice srl may terminate this contract, without prior notice, by means of a declaration of its willingness to terminate, communicated in writing to the Buyer Company by PEC or e-mail or fax upon the occurrence of one of the following events which constitute express termination clauses pursuant to art. 1456 of the Italian Civil Code:
– The non-payment, partial or total, of the amount due by the Buyer Company according to the terms and conditions provided for in this contract, unless Jardiservice srl avails itself of the right to request fulfilment of the contract, in any case with payment of the amount established in this contract, and after redetermination of the terms of the divided deliveries, in addition to compensation for damages;
– in case of declaration of bankruptcy of the Buyer company or in case the same is subject to bankruptcy proceedings;
– In case of bankruptcy of our Suppliers of the goods subject to the Order Confirmation by the Buyer.
For everything not expressly provided for in these general conditions, Italian law and Articles 1470 et seq. Italian Civil Code.
For all disputes that may arise in relation to the existence, validity, interpretation, execution and termination of this contract, the Court of Latina shall have exclusive jurisdiction.
All communications regarding this contract must be made in writing, and will be deemed valid if sent by PEC, email or fax to the following address: Jardiservice s.r.l. – Via Migliara 45 ½ dx, 1250-1274, 04014 – Pontinia (LT); [email protected]; [email protected]; fax + 39.0773.869478
Pursuant to Legislative Decree no. 196 of 30.06.2003 and subsequent amendments, both companies declare that they have received information, and hereby authorize all processing and communication and dissemination of data, including sensitive data, necessary for the conclusion of this supply contract. Both parties also undertake to provide at their own care and expense for any fulfilment of the above-mentioned legislative decree for third parties of their own competence that, during the course of the contractual relationship in question, should it become necessary for the fulfilment of the task received.
These General Conditions of Sales Contracts are related only to sales relations by Jardiservice srl and can also be used for International Sales or Sales Contracts of goods by Jardiservice srl to Buyers having their permanent establishment in a different Contracting State or ratifying the Vienna Convention on International Sales of 112.04.1980.
These General Conditions of Sale are not applicable to contracts in which Jardiservice srl is not a Seller but a mere Purchaser of goods, that is, both to contracts for the supply of goods received from Italian Sellers and to those from Sellers/Suppliers of Jardiservice srl having their permanent establishment in a different Contracting State or ratifying the Vienna Convention on International Sale and Purchase of 112.04.1980.