1. General Conditions of Sale – application
1.1 These clauses (General Conditions of Sale, hereinafter GSC) apply to all sales of products (“Products”) of ECB Company srl (“Seller” or “ECB”) to customers (“Customer”). The stipulation of a sales contract, unless otherwise agreed in writing, entails the Customer's adherence to these General Conditions of Sale published on the ECB website www.saria-ecb.it. Any different conditions will be effective only if expressly agreed in writing between the Seller and the Customer with reference to a specific supply.
1.2 In the event of a discrepancy between the Italian version of these GSC and the English version, the Italian version will prevail.
1.3 If during the execution of the contract one or more clauses of these GSC become invalid and/or ineffective, the other clauses will remain binding.
2. Orders – ending of the contract
2.1 The order transmitted by the Customer, in any form and with any method, implies full and unconditional acceptance of these GSC. The contract is considered finalized only with signature by the Seller.
2.2. The order transmitted by the Customer to the Seller is irrevocable for the Customer.
3. Prices – invoicing – payment – credits' assignment
3.1 The prices of the Products agreed between the Seller and the Customer, unless otherwise written in the contract, are expressed in euros, and intended "ex works", net of VAT. (where applicable) and any charges, duties, taxes, customs duties, expenses of any kind.
3.2 The Place of payment, whatever the agreed method, is the registered office of the Seller
3.3 In case of payment delay, total or partial, with respect to the deadline indicated in the contract, late payment interest will be charged to the Customer at the rate established by the Legislative Decree. 231/2002 and by Legislative Decree 198/2021 art. 4 co.2, in addition to the costs incurred for the recovery of sums not promptly paid and compensation for damage pursuant to the aforementioned Legislative Decree. 231/2002, except for greater damage.
3.4. Failure or irregular payment, even of a single invoice, within the agreed terms and methods entails the Customer's immediate forfeiture of the benefit of any deadline granted and authorizes the Seller to immediately demand all of its credit.
3.5. Any delay or irregularity in payment authorizes the Seller to suspend any further supplies in progress and/or terminate the existing contract with the Customer, by right, pursuant to art. 1456 of the Civil Code, even if not relating to the payment in question, without prejudice to the right to compensation for any damage.
3.6. ECB may assign its credits towards the Customer to third parties, including factoring companies, with the right to transmit to the assignee any information or documents relating to the supply and the credit.
4. Shipping/Delivery
4.1 All deliveries will be EXW Works (Incoterms 2020), unless otherwise provided in the contract.
4.2. ECB will be able to fulfill the contract even through partial deliveries and the Customer will not be able to delay the payment of the delivered Products. ECB will also be able to execute the contract only partially in cases of lack or scarcity of raw materials and the Customer will be required to pay for the Products received without exception and without the right to compensation for the amount not delivered.
5. Retention of title agreement
5.1The Products sold and delivered to the Customer remain ECB property until the relevant price has been paid in full ("Products subject to retention of title"), but the Customer assumes the risks from the moment of delivery of the Products. If the Customer does not pay the balance within the established deadline, the Seller has the right to demand the return of the Products, at the Customer's expense. The Customer is required to store the Products subject to retention of title free of charge on behalf of ECB.
5.2 The Customer is authorized, until revoked by ECB, to resell the Products; in this case ECB will have the right to subrogate the rights that the Customer has towards its buyer, in full or in proportion to the share of co-ownership claimed by ECB on the Products subject to retention of title. The Customer may not establish pledges and/or other real security rights relating to the Products subject to retention of title.
5.3 If the Customer were to transform the Products subject to retention of title, they will remain the property of ECB until full payment. In the event that the processing of the Products subject to retention of title should also take place using other goods of different owners or if the value of the processed good should be higher than the value of the Products subject to retention of title, ECB will acquire co-ownership of the goods new creation in proportion to the value of the Products subject to retention of title at the time of processing. In the event that for any reason such a purchase of property does not occur, the Customer must in any case transfer to ECB, as a guarantee, his right of ownership or coownership of the newly created asset in proportion to the value of the subject assets of retention of title. If the goods subject to retention of title are combined or inseparably mixed with other goods so as to form a single whole, the art. 939 c.c applies.
5.4 The Customer is required to immediately communicate to ECB, in writing, the existence of seizures or any other claim made by third parties on the Products subject to retention of title, in order to allow ECB itself to assert its rights. Likewise, the Customer is required to immediately inform third parties of the rights that ECB has on the goods subject to retention of title, giving the latter written communication of such information.
6. Reporting of defects
6.1 Any complaints for defects in the Products, under penalty of forfeiture, must be reported in writing by the Customer to ECB within the terms established by the art. 1495 c.c.
6.2 The Customer may not omit or delay payment of the price by claiming faults, defects or lack of quality of the Products and will be able to assert his claims only after full payment of the price.
7. Warranty Use and destination of the Products - possible fulfillment by group companies
7.1 The Seller guarantees that the Products supplied, at the time of delivery, comply with all national, international and European Union regulations in force.
7.2 The Customer undertakes to comply with all national, international and European Union regulations in force, in particular health regulations, applicable to the Products. Any liability of the Seller is excluded in the event that the Customer does not comply with the provisions of this clause.
7.3 ECB may use another Group company to fulfill the contract in whole or in part; in this case, responsibility for compliance will remain with ECB.
8. Privacy
Having read the specific privacy information available in an extended version on the company website (https://www.saria-ecb.it/en/privacy-policy), the Customer expresses consent to the processing of personal data, pursuant to art. 13 GDPR - Regulation (EU) 2016/679. The processing, storage and transmission of personal data takes place with the observance of every precautionary measure, which guarantees its security and confidentiality, in compliance with the provisions of the GDPR, for the sole purpose of being able to effectively fulfill the obligations established by the regulations. of law, civil and tax related to the economic activity of the company including the management of receipts and payments deriving from the execution of contracts.
9. Obligation to comply with the organisation, management and control model pursuant to Legislative Decree 231/01 and the Code of Ethics and indemnity - Express termination clause
The customer is aware of the fact that ECB has adopted and implemented an organisation, management and model control pursuant to Legislative Decree. 231/01, also published on the company website (https:// www.saria-ecb.it/en/social-responsibility/model-231), which the Customer declares to have read and understood. The customer declares to operate in compliance with the provisions of the Legislative Decree. 231/01 and undertakes to respect the contents of the organisation, management and control model and the principles set out in the ECB Code of Ethics and, in general, undertakes to abstain from any behavior likely to constitute a crime indicated in Legislative Decree 231/01 and subsequent amendments and additions and in the aforementioned Organization Model, management and control. The Customer also undertakes to respect, and to ensure compliance with any of its collaborators, all the principles contained in the aforementioned documentation. The Customer will hold ECB harmless from any harmful consequences that may arise from violations of the above by the Customer itself or any of its collaborators. Failure by the Customer or any of his collaborators to comply with the provisions of the Legislative Decree. 231/2001 or the organizational behavioral rules and principles of the ECB Code of Ethics, will be serious breach of contract and in this case ECB will be able to assert, with communication to be sent by mail recommended a / R. or PEC, the legal termination of the contract pursuant to art. 1456 c.c., without prejudice to the law of ECB to compensation for damages. The termination will take effect immediately from the date of receipt of communication.
10. Force Majeure
Any liability of the parties for any failure to fulfill the contract and/or for prejudicial consequences that may arise from fortuitous circumstances or force majeure or in any case from unforeseeable and unavoidable events such as, by way of example but not limited to, epidemics, natural disasters, wars, riots, strikes, plant failures, interruption of supplies by third parties, interruption of transport and more generally any factor that reduces or stops production, including lack of raw materials, impossibility of supply, implicit or explicit sanctions against the country where the production plants are located.
11. Change in the conditions and characteristics of the Customer - Resolution condition
In the event of a change in the Customer's patrimonial, economic or financial conditions as well as in the event of a change in its characteristics such as a change in the corporate structure, a change in directors, mergers, the Seller will have the right to terminate the contract by right.
12. Applicable law and competent court
The contract is governed by Italian law. For all disputes relating to the interpretation, execution, termination of the contract or in any case relating to the contract itself, the Court of Bergamo will have exclusive jurisdiction.
Express and specific acceptance of the following clauses and conditions:
3.4) missed or irregular payment – forfeiture of the benefit of the term; 3.5) late or irregular payment - suspension of any further supply / legal termination of the contract pursuant to art. 1456 civil code; 6.2) Limitation on the right to raise exceptions; 9) Organization, management and control model pursuant to Legislative Decree 231/01, Code of Ethics, indemnity, express termination clause; 11) change in the conditions and characteristics of the Customer – termination condition; 12) Applicable law and competent court.
