1. SCOPE OF APPLICATION

1.1 These general conditions of sale shall govern each and all supplies of juices and concentrates (hereinafter referred to as the “PRODUCTS”) marketed by SUECOSanPROSPERO spa. (hereinafter referred to as “SELLER”), except any possible change as agreed by the Parties.

2. ORDERS AND DELIVERIES OF THE PRODUCTS

2.1 The purchase orders of the PRODUCTS shall need to be placed and accepted by a dedicated form.
2.2 Irrespective of how the orders are placed and accepted, all orders shall be binding on SELLER only if specially accepted by BUYER, being stated that delivery of the PRODUCTS to BUYER prior to receipt of the order confirmation forwarded by SELLER implies BUYER ’s final confirmation of such order.
2.3 SELLER shall, upon confirming an order, recap the relevant details (features of the PRODUCTS, delivery dates, payment, etc.).
2.4 The PRODUCTS shall be delivered by SELLER to BUYER within the term provided under the order confirmation. SELLER shall not be liable for any loss or damage to the PRODUCTS after delivery thereof. Partial or batch deliveries shall be admitted.
2.5 SELLER shall not be liable to BUYER in the event of delay in the delivery of the PRODUCTS, irrespective of the reasons for the delay.

3. PRICES AND PAYMENT

3.1 Unless otherwise agreed, the prices of the PRODUCTS shall be those quoted in SELLER’ s order confirmation.
3.2 BUYER shall pay SELLER the price for the PRODUCTS within the term as may be provided for under the order confirmation.
3.3 In case of BUYER’ s delay in any payment, interests shall accrue at the rate provided under Italian law in the matter of commercial transactions. Besides, SELLER shall not be required to perform its obligations until full payment is collected.

4. RETENTION OF TITLE

4.1 SELLER retains title on the PRODUCTS delivered to BUYER until full payment of the price thereof is collected by SELLER.
4.2 BUYER shall refrain from affecting or impairing SELLER’ s title on the unpaid PRODUCTS. By way of example only, BUYER shall not resell or transfer the PRODUCTS, nor use them as a collateral.

5. WARRANTY

5.1 The delivered PRODUCTS shall be SELLER’ s standard production and shall not need to conform to any special requirements or specifications other than as specially agreed in writing.
5.2 SELLER warrants to BUYER that the PRODUCTS:(i) are free from defects in manufacture, workmanship and raw materials;(ii)comply with the regulations applicable to economic sector of wine producing. In the event of any defects, SELLER shall, at its discretion, replace the relevant PRODUCTS or issue a credit for the corresponding amount.
5.3 The warranty given by SELLER shall be limited to defects of the PRODUCTS for which SELLER is accountable; no warranty shall be given in case of:
a) the PRODUCTS having been tampered with, modified or altered by BUYER or third parties;
b) any damage or defect of the PRODUCTS deriving from any mistreat, misuse, mishandle, negligence, whether by BUYER or third parties;
c) any other cause or event beyond SELLER’ s control and/or for which SELLER may not be accountable, such as, by way of example only, the PRODUCTS having been damaged after the transfer of the risk on the PRODUCTS to BUYER.
5.4 Any warranty rights or claims of BUYER shall be finally forfeited and void unless:
a) BUYER notifies SELLER of any defects of the PRODUCTS within 8 (eight) days from delivery thereof, or from the discovery of the defects when it concerns defects which may not be detected or discovered upon delivery;
b) BUYER refrains from reselling of the PRODUCTS claimed to be defective and complies with the instructions of SELLER concerning the warranty claim;
c) BUYER has first returned the PRODUCTS claimed to be defective to SELLER at its plant, if so required by SELLER.
5.5 In the event of any occurrence or claim out of product liability or any litigation or demand out of damages or injuries suffered by consumers and/or third parties:
a) BUYER shall immediately and fully inform SELLER in writing and provide all documents and information relating thereto;
b) SELLER shall be entitled to retain exclusive right of action with respect to the claim or occurrence; if so required by SELLER, BUYER shall co-operate with SELLER under its directions;
c) BUYER shall not release any statements or admissions, enter into any compromise or settlement, disclose any information nor, generally, take any step whatsoever which may cause, determine or imply SELLER’ s liability or prejudice.
5.6 Except in the event of SELLER’ s fraud or gross negligence, the sole rights, remedies and/or actions of BUYER with respect to the supplies of the PRODUCTS shall be those expressly provided herein, and SELLER’ s liability to BUYER for any loss or damage shall not exceed the invoiced amount of the PRODUCTS connected with, or giving rise to, the claim.
5.7 In no event shall SELLER be liable for consequential, incidental, special, punitive or exemplary damages, including but not limited to, loss of profits or revenues.

6. TRADEMARK

6.1 BUYER acknowledges and agrees that SELLER is the exclusive owner of all rights in and relating to “SUECOSanPROSPERO” trademark (hereinafter referred to as the “TRADEMARK”), and that these general conditions of sale shall not grant, nor transfer to BUYER any right nor interest in the TRADEMARK.
6.2 SELLER shall not use or exploit in any way the TRADEMARK, by means of promotional materials of any kind ,including sites on the world wide web, or otherwise.

7. FORCE MAJEURE

7.1 Each Party shall be entitled to hold or cancel the performance of its obligations, if as a consequence of any event whatsoever beyond its control, or resulting from such things as, by way of example only, strike, boycott, lockout, fire, war or civil war, riot, embargo, inability to obtain fuel, power, raw materials. The concerned Party shall, if possible, promptly notify the other Party of the occurrence of the force majeure event and advise on the expected consequences.
7.2 Either Party, if possible, shall promptly inform the other Party about a force majeure event .
7.3 If the grounds of force majeure subsist for a period exceeding six (6) months, either Party shall be entitled to terminate the contractual relationship.

8. EARLY TERMINATION

8.1 Either Party shall be entitled to immediately terminate these general conditions of sale, as well as any contract of sale of the PRODUCTS, should the other Party be in material breach of this agreement.
8.2 In particular SELLER shall be entitled to terminate these general conditions of sale in the following cases:
a) in the event of BUYER being in default of its obligations to pay the PRODUCTS;
b) in the event of BUYER becoming subject to insolvency or bankruptcy proceeding or liquidation proceeding, or its financial conditions reasonably indicate that BUYER will become insolvent.

9. APPLICABLE LAW – COMPETENT JURISDICTION – INCOTERMS

9.1 These general conditions of sale and the supplies of the PRODUCTS shall be governed by the Italian law. The United Nations Convention on contracts for International sale of goods shall be applied to the extent its provisions do not conflict with these general conditions of sale.
9.2 For the purpose of interpreting the terms of delivery or any other trade terms as may be employed by the Parties, reference is made to Incoterms of the International Chamber of Commerce of Paris, as they are in force at the time of each supply of the PRODUCTS.
9.3 The Court of Ravenna (Italy) shall have exclusive jurisdiction over any dispute arising out of or in connection with the validity, interpretation and performance of these general conditions of sale and of each supply of the PRODUCTS.
9.4 Notwithstanding the provision above, SELLER shall be entitled to bring any action against BUYER, including actions to obtain seizures and interim measures, before the competent Court of the place where the BUYER has its registered office.

10. MISCELLANEOUS MATTERS

10.1 These general conditions of sale are the only agreement between the Parties for the sale of the PRODUCTS and may be amended exclusively by the written agreement of the Parties.
10.2 Should any provisions herein be or become invalid or unenforceable in whole or in part, the remaining provisions shall remain in full force and effect and the Parties shall in good faith negotiate and agree on an amendment, which secures that the legal and economic effects of the invalid or unenforceable provision are preserved to the farthest extent possible.
10.3 SELLER shall at its discretion be entitled to reprint these general conditions of sale on the invoices and/or other documents relating to the supply of the PRODUCTS.
10.4 Should the SELLER fail to take any action or assert any right hereunder, no right or privilege of SELLER shall be waived nor voided.