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General terms and conditions of sale

1.GENERAL TERMS AND CONDITIONS
These General Terms and Conditions are an integral part of the contracts entered into with SCAM SpA and apply, without any express reminder, to all sales contracts stipulated by SCAM SpA, as the Seller, unless other specific conflicting conditions are negotiated between the Parties. The General Terms and Conditions always prevail over the Buyer’s terms and conditions of purchase, even when (i) such terms and conditions have been communicated to SCAM SpA before or after these General Terms and Conditions have been communicated to the Buyer and/or when (ii) such terms and conditions of sale expressly exclude the applicability of conflicting terms and conditions, such as these General Terms and Conditions. Any exception to these General Terms and Conditions shall only apply if agreed in writing by SCAM SpA and, in this case, shall be strictly interpreted.

2. DEFINITIONS
In these General Terms and Conditions, the terms below shall have the following meanings:
  • The ‘Buyer’ is the person, business or company with whom SCAM SpA has entered into a sales contract.
  • A ‘Purchase Request’ is an order placed or transmitted to Scam SpA by or on behalf of the Buyer.
  • The ‘Seller’ is Scam SpA.
  • A ‘Contract’ is the agreement between the Buyer and the Seller arising from the Seller’s written acceptance of a Purchase Request.
  • An ‘Order’ is the request by the Buyer to the Seller for delivery of the goods covered by a Contract. .
  • The ‘Goods’ are all the materials, items or goods covered by the Contract.


3. OFFERS AND PURCHASE REQUEST
Unless otherwise indicated, offers made by the Seller are not binding and are subject to final reconfirmation by the Seller. The Seller is bound by a Purchase Request only when it is followed by its written acceptance. The validity of an offer sent by the Seller is limited to the period specified in the offer. Purchase Requests that have not been preceded by a written offer from the Seller may only bind the latter if expressly accepted in writing by the Seller. Unless otherwise indicated, offers may be revoked at any time. in the event of an irrevocable time-limited offer, the Seller has the right to change it or cancel it if market conditions change during the validity period of the offer, if the Goods ordered are no longer available in stock. Offers are indivisible and the most recent ones replace those with earlier dates. Any Purchase Request entails unconditional and irrevocable consent to these General Terms and Conditions, which the Buyer declares to have read and accepted.

4. PRICE
Prices are exclusive of VAT and other direct or indirect taxes. Our prices are set subject to possible changes in transport rates, insurance costs or taxes. Unless expressly agreed otherwise, Goods shall be sold and delivered in compliance with the International Chamber of Commerce (ICC) INCOTERMS 2020 International Trade Terms and Conditions, as amended, as specifically stated in the Contract, failing which the Goods shall be sold and delivered Ex Seller’s Works. The Seller shall be authorised to proportionally increase the prices offered and/or agreed as well as to change the VAT in the event the following conditions occur after the offer has been sent or the Contact has been signed: increase in the costs of ancillary materials, components, materials, raw materials or labour as well as official taxes; change in tax administration procedures or export restrictions; increase in purchase prices following a change in exchange rates and, lastly, in the event that the Buyer has made changes to the Purchase Request that have resulted in an increase in costs for the Seller in relation to those on which the offer was based.

5. PAYMENT
Unless otherwise stated, invoices from the Seller shall be settled at the address and in the manner stated on the invoice. The Seller expressly reserves the right to refuse cheques and bills of exchange.  If payment is not made by the due date, the Buyer shall be deemed in default and liable, without prior notice from the Seller, for late payment interest as provided for by Italian Legislative Decree no. 231 of 9 October 2002, as amended. Furthermore, without the need to send a notice of default beforehand, a surcharge of 10% will be levied on all amounts due, by way of compensation, with a minimum of EUR 125.
Goods ordered and delivered are subject to the material condition that their ownership shall be transferred to the Buyer only upon payment in full of the principal and accessory amounts due, as set forth in Clause 10. However, all risks associated with the Goods are transferred to the Buyer when the Goods are made available thereto. If payment is not made or is delayed, the Buyer shall, at the Seller’s request, immediately put the Goods at the Seller’s disposal. In this case, the Buyer is obliged to insure the Goods, from when they are delivered, against fire, water damage and theft and to produce the insurance policy at the Seller’s request. The Buyer shall make all the necessary arrangements so that third parties can identify the Goods as the Seller’s property. If payment is not made by the due date, the Seller shall be authorised to suspend all pending Contracts or Purchase Requests without notice and to take back all Goods delivered for which the Buyer grants its irrevocable authorisation, excluding the need for the Seller to obtain a judgement to this effect.
If payments are to be made in instalments, even if a single payment is not made on time, the Seller shall have the right to consider the Buyer ipso jure to have forfeited the acceleration clause pursuant to Article 1186 of the Italian Civil Code and to demand immediate payment of the entire outstanding amount. No exception may be raised by the Buyer to suspend or delay fulfilment. The Buyer shall not be entitled to deduct any amount from the purchase price by way of counterclaim against the Seller. Unless otherwise stated, any set-off between claims is prohibited.
If there is a change in the management or majority ownership of the Buyer’s capital or a material deterioration in the financial situation of the Buyer, the Seller shall, subject to any other claims, be entitled to suspend or terminate the Contract without prior notice of default if the Buyer fails to secure payment of the purchase price or provide appropriate security within seven (7) calendar days after the date of request.

6. DELIVERY
Delivery shall take place within the agreed period at the Seller’s discretion and at the agreed place, provided that the Seller is stocked up. Unless otherwise indicated, delivery shall take place Ex Seller’s Works (EXW). If the agreed place of delivery is changed, all costs incurred for delivery of the Goods elsewhere shall be borne by the Buyer. The delivery deadline is always stipulated in writing.
Failure to deliver on time shall not be considered a breach of Contract by the Seller. The Buyer shall not be entitled to any compensation unless the delay in delivery exceeds thirty (30) calendar days. If the Buyer fails to receive the Goods on time, the Seller shall be entitled to cancel the Contract in part or in whole, to revise the sales price or to invoice additional costs without prejudice to any compensation for other damages incurred.

7. PRODUCT CHARACTERISTICS
All Goods delivered by the Seller conform to the agreed and known characteristics of the products.

8. NOTIFICATION OF DEFECTS, WARRANTY
The Buyer shall inspect the Goods upon receipt. Any defects must be notified in writing by registered letter or by certified e-mail on the calendar day following that of receipt of the Goods or, in the event of hidden defects, within seven (7) calendar days following their discovery. The date of receipt of the notification by the Seller shall prevail. If the Buyer proves that the Goods delivered are defective, the Seller is obliged to replace them provided that the defective Goods are returned at the same time.
Notification of a complaint under the terms of this Clause does not suspend the obligation to settle the delivery in question and the Buyer shall not be entitled to any compensation or remuneration.
Replacement constitutes the only form of compensation for the Buyer. However, in the event of damages, the amount shall be limited to the price actually paid by the Buyer to purchase the defective Goods. Under no circumstances shall the Seller be liable for direct or indirect damages, such as loss of time, loss of profit, loss or reduction of turnover, etc. In the event of fraud, no limitation of liability shall apply.
If crops are damaged, it should be noted that since treatments are carried out beyond our control and results can be affected by uncontrollable factors, we shall not be liable for any damage to crops as a result of application, handling or storage of products. Since our products are packaged according to the relevant legal requirements, we shall not be held liable for any injuries to people and animals that may result from their use or storage.

9. RETURN OF GOODS 
Goods may be returned to the Seller only if still in their original packaging and only if the Seller has authorised this in writing.
The Buyer shall under no circumstances be entitled to invoke the Seller’s liability or to return the Goods:
If the due date of the Goods is exceeded due to the Buyer’s default or no complaint has been made in this respect;
If the Goods are no longer saleable or consumable due to the Buyer’s default.

10. Transfer of ownership and Reservation of title. RESERVATION OF TITLE.
The delivered goods remain the PROPERTY of the Seller for as long as the Buyer does not pay the price, interest and costs due as payment for the Goods that have already been delivered. When payment for the Goods has not been made, either within the agreed deadline or within the payment period required as set forth in Clause 5, the Seller shall be entitled to demand the return of the Goods at the Buyer’s expense. If the Buyer is obliged to return the Goods, it shall be done immediately upon a simple written request by the Seller. The Buyer shall not dispose of the Goods to the detriment of the Seller or for the benefit of third parties. In particular, the Buyer shall not be entitled to remit the Goods to third parties as a pledge or to use them as security, in the broadest sense of the term, against third parties, or to create any right in respect of such Goods for the benefit of third parties.

11.   FORCE MAJEURE
In the event of force majeure, the Seller is authorised at its own discretion, to cancel the Contract or to postpone the delivery date until the force majeure event has ceased, and this applies even if a fixed delivery date has been agreed upon beforehand; in this case, neither the Buyer nor a third party may claim compensation from the Seller. Force majeure is any event beyond the Seller’s control, directly or indirectly related to the manufacture, sale or delivery of the Goods, such as acts of God, export or import restrictions or prohibitions, wars or hostilities, the threat or fear of wars or hostilities or similar conditions, embargoes, blockades, prohibition of transport, insurrections, official measures taken by the national government or supranational institutions, amendments of laws and regulations in force, suspensions or restriction imposed by a public authority, revolts; riots, strikes, lock-outs, intermittent strikes, sabotage,  fires, typhoons, hurricanes; tidal waves, landslides, floods, epidemics, measures taken by public authorities to protect public health, the environment or safety, quarantines, explosions, shortages of raw materials or essential services, breakdowns of production and/or transport vehicles, which prevent the Seller from fulfilling the Contract.

12. EXPRESS TERMINATION CLAUSE
The Seller shall be entitled to terminate the Contract/order with immediate effect, pursuant to Article 1456 of the Italian Civil Code, by simple written notice, in the event of a: i) delay by the Buyer in paying for the goods, exceeding 7 (seven) days; or ii) breach of the obligations set out in Clause 5; iii) deterioration of the Buyer’s assets/financial conditions such as to jeopardise the regular guarantee of debt, as referred to in Clause 5; or iv) liquidation, cessation of business or state of insolvency of the Buyer, or the Buyer being subjected to insolvency proceedings of any kind (including debt restructuring agreements with creditors).

13. DIVISIBILITY AND FINAL PROVISIONS
Should one of the provisions in these General Terms and Conditions become null and void, this shall not invalidate the other provisions herein. The void provision shall be replaced by a provision that comes as close as possible to the economic intent of the original provision. The Parties acknowledge that this Agreement has been extensively and thoroughly negotiated and discussed between them, and therefore declare that they are familiar with all its terms and conditions and that they specifically approve them in all cases, without exception. The Parties also declare and acknowledge that they have negotiated it within the scope of their contractual autonomy and have thus deemed and deem that all the covenants and clauses herein, as well as the Contract as a whole, fully meet their business needs and economic interests.

14. APPLICABLE LAW AND COMPETENT JURISDICTION 
These General Terms and Conditions and the Contracts to which they apply shall be governed by Italian law if the Buyer is a subject under Italian law. If, on the other hand, the Buyer is a person of a nationality other than Italian, these General Terms and Conditions and all Contracts entered into with the Seller shall be governed by the 1980 Vienna Convention on Contracts for the International Sale of Goods, and, to the extent not provided for therein, by the UNIDROIT Principles for International Contracts, as well as, to the extent not provided for therein, by Italian law with the exclusion of the rules of private international law. Only in the event of an international sale, the reservation of title in Clauses 5 and 10 of these General Terms and Conditions shall be subject to German law.
All disputes directly or indirectly relating to the Contract, the Purchase Request, the order, these General or specific Terms and Conditions or their validity, execution, interpretation or termination shall be solely subject to the jurisdiction of the Court of Modena.

15. PROCESSING OF PERSONAL DATA
The Buyer’s personal data shall be processed in accordance with the provisions of the EU and Italian legislation on the processing of personal data (Regulation (EU) 679/2016; Italian Legislative Decree 196/2003, as amended). The Seller hereby informs the Buyer that the Seller is the data controller and that the Buyer’s personal data are collected and processed solely for the purposes of this Agreement and obligations under the law, EU regulation or other applicable legislation. The Buyer declares to have received from the Seller, prior to the collection of personal data by the latter, the information notice referred to in Article 13 of Regulation (EU) 679/2016 intended for customers.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the following clauses are specifically approved: 4) Modification of prices and delivery terms; 5) Payment terms and times, retention of title and forfeiture of the benefit and consequences of late payment; 6) Delivery method; 8) Defects notification procedure and Seller’s warranty; 9) Conditions of Return of Goods; 10) Transfer and reservation of title; 12) Express termination clause and penalty; 13) Final provisions; 14) Applicable law and competent court.