These general conditions govern the contractual sales relationships between company Europoliuretani S.r.l. and its customers, which are implemented through individual orders and related order confirmations. More precisely, they are applied to all sales of chemical products manufactured and / or marketed by Europoliuretani with their own brands (hereinafter the «Products»).
1.1. Effectiveness of the general conditions
– These general conditions of sale apply even if not expressly referred to and signed in the individual orders and / or when the orders themselves were taken on by phone, verbally, by fax, e-mail or internet. Any provisions and / or agreements notwithstanding what is provided for in them will be effective only if expressly accepted in writing by the parties, in purchase orders, order confirmations or other documentation agreed by them.
1.2. If a contractual provision envisaged in these general conditions of sale is invalid or null, this circumstance will not affect the validity of the other provisions which will remain valid and effective.
1.3. These general conditions of sale are effective until they are expressly revoked by Europoliuretani or are replaced by new conditions.
2.1. Intellectual property
– All printed matter and other documents (price lists, catalogues or other similar documents, also on IT and digital media), relating to the Products are the exclusive property of Europoliuretani. Their reproduction, even if only partial, is forbidden, as well as their diffusion and / or communication to third parties, unless previously authorized by Europoliuretani.
2.2. Europoliuretani also warns of the unauthorized use of its trademark, and / or other trademarks shown on the Products or connected to them, and / or Europoliuretani’s own names and distinctive signs.
3.1. Orders – Orders, even negotiated or proposed, which reach Europoliuretani, even by phone only, are considered definitive only if expressly accepted by Europoliuretani and further confirmed by the Customer in case Europoliuretani has made changes to the order received.
3.2. All orders must exactly report Europoliuretani’s product codes, as well as shipping instructions.
3.3. Europoliuretani accepts orders only for minimum quantities (per single package) disclosed by Europoliuretani. In this regard, Europoliuretani will report to the Customer, from time to time and in the event of non-homogeneity, even through the only order confirmation, the quantity consistent with the quantity for each package.
4.1. Delivery Terms – Due to what has been agreed between the parties, the delivery dates of the Products indicated in the order confirmations correspond to:
– in the case of delivery «Ex works – Europoliuretani warehouses», on the date on which the Products will be available for collection at the indicated place, by means of a specific communication of Europoliuretani sent to the Customer (notice of «goods ready»);
– in the case of a sale with transport, organized by Europoliuretani and charged to the Customer, on the date of delivery of the Products to the carrier or the shipper.
4.2. Unless otherwise agreed, delivery terms provided for in the order are purely indicative and not essential; any delays in delivery cannot entitle to indemnity and / or compensation of any kind.
4.3. In any case, the delivery terms are to be considered extended in the event that the Customer does not punctually fulfill the contractual obligations and in any case if one of the following circumstances occurs:
- payments are not made on time;
- the Customer does not provide all the data necessary for the execution of the supply in good time;
- the Customer requests changes to the order after its confirmation;
- the delay in delivery is due to force majeure, including by way of example, the absence of raw materials, strikes by suppliers, forwarders or carriers, delays in the delivery of raw materials, natural disasters, socio-political events, epidemics, supranational, national or even local Authority provisions, or other circumstances still not attributable to Europoliuretani.
In all the cases mentioned above, the determination of the new delivery date will be at the sole discretion of Europoliuretani, based on its internal production or material supply needs.
4.4. The deliveries of the Products will take place during all working days; they may be split, without this entailing any liability for Europoliuretani. This also reserves the right to proceed with the delivery of the Products even in advance of the established date, without any preliminary communication if the delivery takes place in the 2 (two) days prior to the agreed date, otherwise in agreement with the Customer.
4.5. In case of delayed withdrawal of the Products by the Customer for reasons attributable to him, after 4 (four) weeks, Europoliuretani reserves the right to charge the Customer for storage costs equal to 1% (one percent) of the amount of the supply for each week of storage. Furthermore, in the event that the failure / delayed collection of the Products by the Customer for reasons attributable to it has determined the expiry of the Products, Europoliuretani will charge the Customer the disposal costs in addition to the costs of the entire supply.
4.6. If a sale with transport by carrier or shipper has been agreed, the risks pass to the Customer with the delivery of the goods to the first carrier. Upon delivery, the customer must verify the integrity of the packages and the quantitative and qualitative correspondence with what is indicated in the accompanying document. In the event of discrepancies (missing packages with respect to what is stated on the transport / delivery documents, open packages, etc.), the same must be reported on the accompanying document and within the following 48 (forty-eight) hours reported via email also to Europoliuretani.
5.1 Returns – Apart from cases of return of Products that have already expired or are about to expire – in the following 15 (fifteen) days – on the date of delivery to the Customer or for deliveries of Products other than those ordered by the Customer and confirmed by Europoliuretani, Europoliuretani does not accept returns of goods unless previously authorized by the same in writing.
5.2. The return presupposes the written request, sent by email, of the Customer in which it must be specified:
- the express will of the Customer to want to return, in whole or in part, the Products and the reasons for the return itself;
- il numero d’ordine a cui i Prodotti da rendere si riferiscono;
- the description and codes of the Products for which you intend to exercise the return.
5.3. The Customer will be able to return the Products only after the verification of the conditions of acceptability of the return by Europoliuretani and its written approval for the shipment. The Products to be returned must in any case be intact, packed (possibly in the original packaging) and accompanied by a return note. The Customer undertakes to return the products, assuming all costs and risks, no later than 3 (three) days from the date of approval of the return by Europoliuretani.
6.1. Packaging – Unless otherwise agreed on the withdrawal of particular packaging materials for which Europoliuretani will take charge, the Customer will dispose of the packaging materials and the protection, safety and fixing elements to be used in the operations of transportation of products, bearing all related disposal costs (destruction, recycling, storage, etc.).
6.2. If the Customer does not fulfill this obligation and, due to this, Europoliuretani becomes responsible for it, the Customer is obliged to indemnify and hold harmless Europoliuretani from any liability and from any consequences prejudicial to it.
7.1. Prices – Unless otherwise agreed between the parties, the selling prices of the Products refer to the product list in force at the time of the order or the order confirmation, and are to be considered «EXCLUDING VAT» with packaging and transport included.
7.2. It should be noted that any calculation or input errors on order confirmations or invoices may be corrected by Europoliuretani at any time.
7.3. It is understood that the agreed prices may be revised if, in the period between the date of confirmation of the order and that scheduled for the delivery of the Products, there have been changes in the costs of the raw materials used for the manufacture (even if related to an important fluctuation exchange of money for the purchase of raw materials) and / or in the production / distribution ones (e.g. labor costs). In this case, it will be the responsibility of Europoliuretani to give prompt evidence to the Customer by specifying the percentage incidence of costs that justifies the revision.
8.1 Payments – Payments must be made exclusively to Europoliuretani under the conditions agreed or referred to in the order confirmations. For the first supply, advance payment is normally required, unless otherwise agreed between the parties.
8.2. The Customer is not authorized to make any deduction from the agreed price (e.g. in the case of alleged Product defects), unless previously established in writing with Europoliuretani.
8.3. It is also understood that any complaints or disputes do not entitle the Customer to suspend or in any case delay the payments of the contested products, let alone other supplies. More generally, no action or exception can be carried out or opposed by the Customer until after the full payment of the Products for which this dispute or exception is intended to be carried out.
8.4. In the event of late payment at the agreed deadlines, the customer will be charged the legal interest on arrears provided for by Legislative Decree n.231 of 2002.
8.5. The products supplied are owned by Europoliuretani until the Customer has fully fulfilled all the payment obligations in the terms mentioned above.
9.1. Warranty – Europoliuretani undertakes to correct or replace any Products that do not comply with the specifications indicated in the order documents and in the technical data sheet of the specific Product, within the time limits indicated in the technical data sheet of each Product.
9.2. The warranty will also apply in cases of non-compliance found by the Customer after receipt of the Product, as well as following the verification of the non-compliance by the employees of Europoliuretani.
9.3. The warranty will also apply provided that the Customer has complied with the storage, preservation, handling and use methods indicated in the technical data sheet of the specific Product, in compliance with the applications provided for the Product itself.
10.1. Europoliuretani’s Responsibility – The responsibility of Europoliuretani is based exclusively on the previous clauses.
10.2. Europoliuretani therefore declines any responsibility for any damage that may, directly or indirectly, derive to people or things as a result of the Customer’s failure to comply with all the provisions indicated in the technical data sheet and referring to the specific Product.
10.3. Except in the cases of willful misconduct or gross negligence, the foregoing, with particular reference to the guarantee commitments, excludes any other liability of Europoliuretani however originated from the Products supplied. In particular, no indemnity and / or compensation may be claimed for damages, direct or indirect, of any nature deriving from the failure or limited use of the Products.
11.1. Suspension or cancellation of orders – If the Customer does not comply, even only in part, with one of the general conditions established for the supply, as well as in the event of ascertained difficulty in payments or the guarantees of solvency are lacking or decrease or, more generally, its economic capacity, Europoliuretani will have the right to suspend or cancel orders in progress, or to subordinate the delivery of the Products to the provision of adequate payment guarantees.
12.1. Dispute resolution – For all disputes arising from the execution and interpretation of the contractual relationship, the exclusive jurisdiction of the Court of Padua is recognized.
13.1. Privacy – In carrying out the contractual relationship between Europoliuretani and the Customer, personal and contact data (personal data, company e-mails, company phones numbers, smartphones for business use, etc.) of directors, employees and collaborators who, according to the duties and tasks assigned, manage the contract and / or go ahead with it, may be communicated to each other, or in any case made available to their respective contacts. Therefore, both parties will process such personal data to the extent that they are strictly necessary for the execution of all aspects of the contract.
13.2. The data will be kept until the completion of the mutual services covered by the contractual relationship and subsequently on the basis of the prescription terms provided for the entrepreneur’s deeds and documents.
13.3. The individual employee or collaborator can exercise all the rights listed in articles 15 to 21 of EU Regulation 2016/679, except for, however, the limits deriving from the legitimate interest of the employer.
14.1. Final provisions – These general conditions of sale and individual orders are governed by Italian law.
14.2. These general conditions of sale, in the versions in different languages, are available on the website www.europoliuretani.com. The Italian text of these general conditions of sale is the only authentic one as the original text.