Taplast SRL – General conditions of sale
Unless expressly derogated in writing, the terms of this General Conditions of Sale (hereinafter the “Conditions”) shall govern the sale of Taplast’s products (hereinafter the “Products”). In case of conflict between any of the provisions set forward inthese Conditions and any terms or conditions printed in the parties’ ordering forms, the provisions of this Conditions shall prevail.
Products covered by this Conditions are those listed in Taplast’s prevailing products’ catalogues as of the date of the order (hereinafter the “Standard Products”), as well as those specifically manufactured for the Client on the basis of technical specifications (hereinafter the “Customised Products”) agreed upon ad hoc. Products’ catalogues or customised quotations forwarded by Taplast to the Client shall in no event constitute an offer. The Products data and technical characteristics contained therein are only indicative and non-binding upon Taplast.
2. Orders and orders confirmations
- Orders, which shall be transmitted in writing, shall be irrevocable upon the Client for a period of 15 (fifteen) working days after receipt thereof by Taplast. For the purpose of this Conditions the term “order” shall also include the Client’s written acceptance of customised quotations.
- Orders shall be construed as an offer by the Client to purchase the Products and/or the Customised Products at the terms and conditions set forth in this Conditions. Orders and orders confirmations may also be submitted via telefax, internet or e-mail.
- The orders shall be deemed rejected if not confirmed in writing by Taplast within 15 (fifteen) days from receipt. Should the order confirmation contain any modifications with respect to the order, such modifications shall be deemed tacitly accepted by the Client after 5 (five) days have elapsed without the Client having notified his disagreement in writing.
- Taplast shall be entitled to make the necessary modifications to the Products, even after confirmation of the orders, without being the Client entitled to any claim whatsoever in respect thereto. Should the above modifications significantly alter the technical characteristics or performances of the Products, the Client shall have the right to withdraw from the order within 10 (ten) days from the relevant written communication by Taplast.
- Requests for amendments/cancellation of confirmed orders will be taken into consideration only if received by Taplast within 7(seven) working days from transmission of the order confirmation to the Client and shall be always subject to Taplast’s written acceptance according to article 2.3 above. Any and all costs incurred by Taplast in reason of the cancellation/amendments to the orders according to this article 2.5 will be borne by the Client.
- Unless otherwise provided for in writing, prices are expressed in Euros for delivery ExWorks (Incoterms 2010) – Povolaro di Dueville (Vicenza), Italy, and do not include tariffs, taxes, duties, customs charges or any other cost that may be imposed on the Products for the relevant importation into the Client’s country. Products are delivered with standard packaging. Special packaging, if required by the Client, shall be quoted separately.
- Prices shall be: (i) for Standard Products those as outlined in Taplast’s prevailing price-list as of the date of receipt of the order, (ii) for Customised Products those specifically agreed upon with the Client from time to time.
- Taplast shall at any time be entitled to vary the price-list of the Products by giving at least 30 (thirty) days prior written notice to the Client.
Variations shall not apply to orders which have already been confirmed by Taplast.
4. Payment terms
- Payment terms are of the essence and as indicated in the order confirmation.
- Acceptance of extended payments could be subject, at Taplast’s sole discretion, to presentation by the Client of promissory notes or such other payment guarantees to be agreed upon by the parties from time to time. Failing payment of even one instalment or in case of reduction of the guarantees offered by the Client, the latter will debar from the benefit of the time limit and Taplast shall be automatically entitled to claim payment of the full price.
- In case of payment via swift or TT transfer, this shall be made to Taplast’s bank account, as indicated in the order confirmation, with fix currency in favour of the beneficiary of the date when payment falls due, net from bank charges, if any. Payment shall not be deemed effected until cleared funds are received on Taplast’s current account as indicated in the order confirmation.
- In case of delayed payment or failure by Client to comply with the payment covenant hereof Taplast shall, without prejudice to its right to forthwith cancel the order and suspend any supply in progress, claim for payment of interest at the rate provided for by art. 5 of D.lgs. no. 231/02, and subsequent amendments. The Client shall indemnify and hold harmless Taplast against all costs, including (but not limited to) reasonable legal fees which may be incurred or suffered by the latter for the recovery of the outstanding amounts and promptly reimburse them to Taplast upon simple written request.
- The Client shall not be entitled to suspended payments by reason of defects in the Products or delays in delivery thereof.
- In no event shall time of delivery be of the essence.
- Regardless of what may be agreed upon with respect to transport costs and/or any reference to the Incoterms contained in this Conditions as well as in the order or in the order confirmation, delivery and the relevant transfer of risks will take place at Taplast ’s premises at Povolaro di Dueville (Vicenza) – Italy, with the loading of the Products onto the means of transport of the carrier entrusted therewith.
6. Retention of title
- Title to the Products will pass to the Client upon payment of the relevant price in full.
Payment of the full price of the Products shall include the amount of any interest or charges payable under the terms of this Conditions.
- In case of incorporation of the Products into the Client’s or third parties’ products before ownership has passed to the Client, Taplast shall pro-quota own the new products resulting therefrom (hereafter the “Assembled Products”) to reflect the proportion between the invoice value of the Products and the invoice value of the Assembled Products.
- The Client may resell the Products subject to retention of title before ownership has passed to it only in the ordinary course of its normal business. In this latter event, the credits deriving from the resale of the Products and/or the Assembled Products shall be deemed assigned to Taplast. The Client shall however be authorized to cash the relevant sale proceeds in the name and on behalf of Taplast, provided the corresponding amount is promptly transferred to the latter. Taplast shall be entitled to withdraw, at any time, the mentioned authorization and to directly ask for payment, in case (i) of failure by the Client to comply with its payment obligations hereunder, (ii) the Client becomes subject to insolvency or bankruptcy proceedings in the meaning of EC Counsel Regulation no. 1346/2000 and under national applicable laws. In these latter events the Client shall (i) promptly provide Taplast with all information necessary to identify the sub-purchasers of the Products and/or the Assembled Products, (ii) promptly notify to the sub-purchasers the assignment of credit in favour of Taplast by means of registered letter return receipt to the effects of art. 1264 of the Italian Civil Code, (iii) upon Taplast’s request, promptly provide any and all documentation necessary to the latter to exercise its right towards the sub-purchasers.
Amounts cashed by Taplast according to this article 6.3 in excess to the sum actually owed to it by the Client shall be promptly returned to the Client.
- The Client shall notify Taplast of any deed of attachment or injunction order served or instituted by third parties in respect to the Products within the subsequent 24 (twenty four) hours. The Client will nevertheless remain liable to Taplast for any loss or damage suffered by the latter as a consequence of such actions.
- Until full payment has been effected, the Client shall bear the risk of loss or damages to the Products. Before ownership has passed, the Client moreover shall:
- take out and maintain an “all risks” insurance policy with respect to the Products and indicate Taplast as the beneficiary thereof. Evidence of such policy shall be promptly forwarded to Taplast;
- store the Products separately from all other products and make sure that they are easily identifiable;
- maintain the Products in good working conditions.
- Taplast personnel shall at any time be entitled to enter the Client’s premises or any location where the Products are stored in order to inspect or recover them, as the case may be.
- Registration of the retention of title, if required by the laws of the country of destination of the Products, shall be for the Client’s account and costs and shall be governed by such laws in derogation to what provided for under article 11.1 below.
- Taplast hereby warrants that the Products are free from defects in design, material and workmanship and that they do comply with the technical specifications under normal use and according to the instructions provided by Taplast. Taplast warrants the compliance of the Products with UE standards, laws and regulations only. Any warranty of merchantability, compliance of the Products with the Client’s products, fitness for specific purpose, or compliance with the Client’s country standards, laws and regulations is expressly excluded.
- The warranty shall not apply in case of (i) Products damaged in transit, (ii) failures resulting from unauthorised modifications or alternations, (iii) misuse or failure to comply with Taplast’s instructions on use, maintenance, repair or replacement operations, (iv) Products not properly kept or stocked by the Client, (v) normal wear and tear, (vi) damages caused by accident, fire or other casualty or negligence not ascribable to Taplast, (vii) overdue payments.
- The warranty hereof shall be valid for a period of 12 (twelve) months running from delivery, but however not exceeding 15 (fifteen) months from the storage of the Products in the Client’s warehouse in case of consignment stock agreements. The Client shall examine or have the Products examined immediately after arrival and notify, subpoena of forfeiture, Taplast of any patent defects discovered within 15 (fifteen) days thereafter by further specifying the relevant lot and date of delivery. In any event, hidden defects shall be notified to Taplast within 15 (fifteen) days of discovery. Taplast’s agents, distributors or intermediaries have no power to represent and/or bind Taplast. For the purposes of this art. 7.3, therefore, any notification to Taplast’s agents, distributors or intermediaries with respect to alleged defects in the Products shall be of no effect.
- The Client shall keep the defective Products at Taplast’s disposal for such period of time adequate to allow inspections by the latter. Unless otherwise expressly agreed upon by the parties, assessment of defects in the Products by Taplast shall only take place at the latter’s premises in Povolaro di Dueville (Vicenza), Italy. To this extent, upon Taplast’s request, the Client shall return the defective Products DDP (Incoterms 2010), Taplast’s premises, Povolaro di Dueville (Vicenza).
- Should the notified defects or non-conformity in the Products be acknowledged by Taplast, the Client will be entitled, at Taplast’s sole discretion, alternatively to a credit note for the correspondent value, the repair or replacement of the Products ExWorks Povolaro di Dueville (Vicenza), Italy (Incoterms 2010), being any further express or implied warranty, whether by operation of law or conventional, such as warranty of merchantability or fitness for a particular purpose, as well as any responsibility for direct, indirect, incidental or consequential damages, to the extent permitted by law, expressly excluded and waived. In no event the non use of the Products due to the assessment of the defects shall entitle the Client to an extension of the warranty period.
8. Intellectual Property
Any and all intellectual property rights in and to the Products and/or the Customized Products, the technical specifications, the design and “look and feel”, the moulds, the tooling, and instruction manuals related thereto are the exclusive ownership of Taplast.
The Client shall not be entitled to transfer, assign or otherwise dispose of its rights or obligations under the sale contract entered into with Taplast without the prior written consent of the latter.
10. Force Majeure
Taplast shall be under no liability to the Client on account of any loss, damage or delay caused by strikes, union agitation, lock-outs, accidents, fire, short supply or absence of raw materials, delay of carriers or in the delivery of raw materials by the suppliers, compliance with any law, regulation or other governmental order, whether or not valid, insurrection, war-like acts, war, the elements, embargoes, acts of God or any other cause beyond its reasonable control.
11. Applicable law and jurisdiction
- The sales contemplated by this Conditions shall be governed by the Italian Laws, with the express exclusion of the 1980 Vienna Convention for the International Sale of Goods.
- All disputes arising out of or in connection with the sales governed by the present Conditions shall be exclusively and finally settled by the competent Courts of Vicenza (Italy). As a partial derogation to the above, Taplast shall be also entitled, at its discretion, to summon the Client before the courts where the latter has its principal place of business.
12. Final provisions
- The sale contract governed by this Conditions shall not be amended or modified except in writing signed by each of the parties subsequent to the date of execution thereof.
- In the event that any of the provisions of this Conditions or of the sale contract ruled by the same will be declared to be contrary to law, the remaining portions of this Conditions and of the sale contract shall continue in full force and effect and the offending portion shall be severed therefrom, unless such provision constitutes an essential part thereof and materially affects their contents.
- Failure by Taplast to enforce at any time any of the provisions of this Conditions or of the sale contract ruled by the same shall not be construed as a waiver of such provisions or of the right of Taplast to thereafter enforce each and every provision herein.
Personal data collected by Taplast are processed in printed, computing and telematic support, to the extent of performing the sale contracts governed by this Conditions as well as to comply with the Italian law, and for the effective handing of the business relation with the Client.
Email addresses can be used by Taplast to provide promotional material in relation to the Products. The non-submittal of data, where not compulsory, will be evaluated by Taplast from time to time, taking into account the importance of the required data to the purposes of managing the business relationship, and lead to the consequent decisions.
Only in relation to the above mentioned purposes data may be disclosed to and, consequently, processed by:
- our agents;
- factoring companies;
- credit recovery companies;
- credit insurance companies;
- business information companies;
- professional and consultants;
- forwarding agents and carriers.
In relation to the same purposes, data may be also communicated from time to time to Taplast’s personnel in charge of processing the orders and the business relation with the Client. The Client may exercise all the rights set forth in art.7 of L.n.196/2003 (including the rights of data access, updating, objects to data processing and cancellation).
The data processor is Taplast.