General Terms and Conditions of Sale

Article 1. Applicability
These General Terms and Conditions shall apply to all sales of Unionplus Products and this edition supersedes all previous editions.

Article 2. Entire Agreement
The Offer, the following clauses and the documents attached here, contain or will contain all the terms which the parties have agreed upon in relation to the sale of Products provided for by such Offer, the following clauses and those documents (the Contract).

Article 3. Products not collected by the Customer
3.1 The Products, if not collected by the Customer within 30 days from the agreed date, will be invoiced by Unionplus and must be paid by the Customer.
3.2 If the expiry date of the Products is reached due to the delay of the Customer in collecting them, Unionplus may at its discretion, sell the Products or dispose them at Customer’s expense and the Customer shall also pay to Unionplus the loss of profit in case the Products are sold to another Customer at a lower price.

Article 4. Composition and quality of the Products
4.1 The quality of the Products will comply with the technical specification attached to the Contract and it will be ascertained with the test methods indicated in the same.
4.2 Unionplus will be not responsible if the Customer breaches the conditions provided in the technical specifications, and particularly does not comply with the requirements regarding the storage of the Products.
4.3 The dispute on the quality of the Product, will not constitute a just cause to avoid or delay the obligations provided in the Contract including payment obligation.
4.4 If the Customer wants to use the Product by itself or in combination or should it want to associate it with any other, this will be at risk and expenses of the Customer and Unionplus does not assume any responsibility whatsoever for this incorporation or association and for what is reported in the label used by the Customer.
4.5 Unionplus does not guarantee that the Product is fit for the particular purposes of the Customer. The Customer must perform its own checks and tests in order to determine if the Products comply with their intended use before proceeding with the incorporation or association with other products.
4.6 In case of dispute between the Parties on the results of the analysis, each Party shall have the right to request the repetition of the analysis by an independent laboratory agreed between the Parties or, in the lack of agreement, by SGS. The results of the analysis will be binding upon the Parties and the costs incurred for sample preparation, shipping and analysis costs will be borne by the losing party.
Except that in case of willful misconduct, in case of failure to supply or of delay or non-compliance in supplying any quantity of Product for which Unionplus is responsible, Unionplus’ maximum liability shall be the agreed selling price for the Product.

Article 5. Collection of goods
5.1. If not otherwise specified our orders and contract are to be intended as ex works, our production plant.
5.2. The Customer must collect the Products on the delivery date or range indicated in the Contract and shall be responsible of any cost, expense or consequence caused by the delay in taking delivery of them.
5.3 If the Products are delivered by Ship, when the containers arrive at the Port of destination, the Customer must collect them within the free time provided by the Carrier and in case of delay shall pay the demurrages and the cost for detention and for storage of the Products. If the Customer takes delivery after the free time Unionplus shall not be responsible for the deterioration of the Products.
5.4 If the Products have not been yet fully paid and the Customer does not collect them on time or refuses them, as an alternative to the provision of art. 3.1 Unionplus shall have the right to ask the Carrier to carry the Products back at Customer’s Expenses. Unionplus can set off any cost or expense sustained with the payments received in account, without prejudice to his right to be indemnified by the Customer for the loss of profit in case the Products are sold to another Customer at a lower price.

Article 6. Documents and mandatory requirements
Before the acceptance of the Offer and in any case prior to the production date, the Customer must inform Unionplus of all mandatory requirements for the Products to enter the Country of destination. Unionplus will be not responsible in case of omission or inaccuracy of the information. Any costs incurred by Unionplus for the specific documents, required by the Customer and not provided in the Contract, will be invoiced to the Customer if Unionplus is able to issue such kind of documents.

Article 7. Retention of the title
Unionplus maintains the property right of the Products delivered and sold until the full payment of the price by the Customer.

Article 8. Storage of the Products
8 .1 Unionplus assumes the cost of the Products for 30 consecutive days starting from the expected delivery date. After this time, the storage expenses will be charged to the Customer.
8.2 The Customer shall pay to Unionplus for the storage of the Products an amount of € 22,- per/ton of Product for each month till the delivery date.

Article 9. Modification or cancellation of contractual quantity
9.1 The contractual quantities of Products cannot be reduced or cancelled by the Customer, which will remain in any case liable for full payment of the price of all the quantities already purchased, save the right of Unionplus to ask compensation of any further damages.

Article 10 Force Majeure
10.1 Neither Party shall be held liable for total or partial non-fulfilment of its obligations or for delay in fulfilment if such non-fulfilment or delay results from force majeure or, by way of example but not limited to, natural disasters, fires, floods, wars, embargoes or exceptionally adverse weather conditions that prevent transportation, accidents at work that cause production stops.
10.2 The Party affected by an event of force majeure shall give written notice to the other Party within the following 48 hours or as soon as possible specifying, where possible, the expected duration of the same and providing, where possible, documentation or other evidence proving the existence of the event, under penalty of the inapplicability of the regulation on force majeure; similar notice shall be given as soon as the situation of force majeure ends. Within 48 hours of the end of the event of force majeure the suspended contractual obligations shall become valid and applicable again.
10.3 Each Party is responsible for minimizing the damage and the Parties shall attempt to reach an agreement on actions to be taken in response to the event.
In case the event of force majeure lasts for more than two months, either party may terminate the contract and termination will occur by law, without the need for any further formality and / or judicial decision, fifteen working days from the date of receipt by one Party of the communication of the other Party, by registered letter with return receipt and / or PEC.
10.4 The restrictions or limitations currently imposed by each Country due to health reasons (like Coronavirus pandemic and other) are not considered to be a force majeure event. If the Country of importation issues new orders which are not known at the moment of the order of the Product and that prevent the Client to take delivery of the Product, the Clients shall pay the price of the consignments already manufactured by Unionplus, meantime the Client shall have the right to suspend the deliveries of the consignments already ordered but not yet manufactured until the effects of such orders cease, except of the reimbursement of the expenses paid in advance by Unionplus to purchase all the ingredients needed for the production of ordered products. As soon as the effects of the orders cease, the suspension will terminate, and the contract will be fully effective again

Article 11. Claims
11.1 Any apparent non-conformities of the Products, such as, for example, broken bags, must be detected by the Customer and reported by him, under penalty of forfeiture, together with the delivery/withdrawal of products.
11.2 Without prejudice to art. 11.1 for apparent non-conformities, within 15 days from the delivery/withdrawal of the Products, the Customer shall, under penalty of forfeiture, report to Unionplus any other non-conformities of the Products.
11.3 In the event of ascertained non-conformity that prevents the sale or use of the Products, the responsibility of Unionplus will be limited to the replacement of the Products.
11.4 The non-compliance of a single consignment of Products is not a just cause to terminate the Contract or to cancel the further consignments.

Article 12 Applicable law and jurisdiction
12. 1 This Contract is subject to Italian law.
12.2 Any dispute arising out or connected to the Contract shall be referred to the exclusive jurisdiction of the Court of Bolzano.