Terms and conditions

GENERAL B2B SALES CONDITIONS

DOWNLOAD THE PDF VERSION

1) General premises.

The following B2B General Conditions of Sale are intended to be applicable and effective in all commercial relationships of FIDOVET SRL - Via Valle Piana, 80-100 San Benedetto del Tronto (AP) VAT number 02273130449 production code ABP5701PETPP, hereinafter for brevity referred to as " Seller”, in carrying out its pet food production activities and, in any case, of all products, manufactured and/or resold in any capacity by the “Seller”. These General Conditions of B2B Sales establish the agreements and conditions of sale made by the Seller towards the Buyer unless waived in writing. They will also prevail over any purchase and/or subcontracting conditions of the Buyer. These General Conditions of B2B Sales also regulate all contracts and all orders executed by the Seller even if not expressly confirmed by the Buyer. The clauses of these General Conditions of B2B Sales are effective for all contracts that will be stipulated by the parties from the moment of signing, or becoming aware of them, for an indefinite period. The B2B General Conditions of Sale apply to all transactions concluded between the Seller and the Buyer without the need for there to be an express reference to them or a specific agreement to this effect at the conclusion of each individual transaction. Any different conditions or terms apply only if confirmed in writing by the Seller. The Seller reserves the right to modify, integrate or vary the B2B General Conditions of Sale, attaching such variations to the offers or to any correspondence sent in writing to the Buyer.

2) Parties to the contract.

Seller means the company supplying the products supplied, which will issue an invoice for the same products. Buyer means the holder of the invoices relating to the materials being sold.

3) Offers and Orders.

The Seller's offers are not to be considered binding, in particular with reference to quantities, prices and delivery terms. By order we mean any document containing the identifying elements of the supply to be made, such as: Fidovet srl product description and/or Fidovet srl product code, quantity and price, delivery and payment terms and methods, and - if they differ from what is provided in the these General Conditions of B2B Sales - acceptance by Fidovet srl of the changes made. Orders placed by the Buyer are not considered accepted until they have been confirmed by the Seller with a Pro-forma Invoice issued by the Seller and sent to the Buyer by email. Any changes that the Buyer deems necessary to make to orders already sent to the Seller must be sent by the Buyer by email to amministrazione@fidovet.eu and in any case, before they can be considered accepted, they must be evaluated and confirmed by the Seller at half new updated Pro-forma Invoice. Requests for order changes received verbally and/or by telephone from the Buyer will not be taken into consideration by the Seller.

The order will be considered accepted and the contract concluded following express acceptance by the Seller via Pro-forma Invoice sent to the Buyer via certified e-mail or e-mail within 10 (ten) days of receipt of the order. In case of express failure to accept the order by the Seller within 10 (ten) days of receipt of the same, the order will be considered rejected and the contract not concluded. Acceptance of the supply or its uncontested delivery by the Buyer will also be considered as acceptance of these General Supply Conditions. The supply relationship is governed exclusively by the agreements set out in these B2B General Conditions of Sale. The parties may however agree on any changes, additions or exceptions to these General Conditions of B2B Sales, but they must be in writing from the documents containing the Buyer's sales offer request and the related acceptance by the Seller. Any possible variations to the Pro-forma Invoice, collections, allowances, transactions etc. made by agents or intermediaries are valid only with the express and written acceptance of the Seller.

Orders are considered binding for the Buyer upon arrival of the Pro-forma Invoice. The Buyer, if he requests orders for special products or based on specific needs, must always approve a detailed contract with the Seller for production to proceed. Subsequently, the Seller will show the changes made to the Buyer, who, after having read them, must send the Seller written confirmation to proceed with production and supply. In the event that the Buyer, for reasons not attributable to the Seller, refuses the supply partially or completely, he will be required to pay the invoice, in addition to the expenses incurred for the development of the project, in addition to the amount due for the supply received.

4) Prices and Payment Terms.

The Seller will indicate the prices of the products in the offer sent to the Buyer. If the price is not indicated, the list prices in force on the date of the Buyer's order will apply. Unless otherwise agreed in writing, prices are exclusive of any taxes, fees or charges. The Seller will invoice the products according to its standard or in accordance with the contractual agreements defined with the Buyer. Unless otherwise agreed in writing, prices are always expressed in Euros and must be paid in Euros. If during the execution of the relationship, at the request of the Buyer, significant modifications and/or variations of the products are made which in any case lead to increases in costs, the Seller will have the right to an adjustment in the price even if not explicitly provided for in the agreements entered into with the Buyer. Taxes, duties, shipping (unless otherwise specified), insurance, end-user training, after-sales service are not included in the sales prices. The Seller will apply default interest on late payments starting from the date on which the right to payment accrues, calculated pursuant to Legislative Decree 231/2002. In the event that the Buyer does not make the payment within the terms and in the manner indicated by the Seller, or in the event that the Buyer's business is conducted not in accordance with the ordinary course of business, by this meaning, without any limitation , the issuing of seizure or protest documents, or when payments have been delayed or insolvency proceedings have been requested or promoted, the Seller has the right at its own discretion and also pursuant to and for the purposes of art. 1460 c.c. to suspend or cancel further deliveries and declare any claim arising from the business relationship as immediately due. Furthermore, the Seller may in such cases request advance payments or a guarantee deposit.

The Buyer has no right to make any compensation, withholding or reduction except in the case of written acceptance by the Seller or in the case in which its request to this effect has been definitively and judicially accepted. Except for the ordinary annual updating of the price lists, the Seller may increase the prices of the products even after the conclusion of the contract based on changes in market conditions, transport, or increases in the prices of raw materials, labour, accessories used in the production of the product which cause an increase in production costs equal to or greater than 5%. The Seller must communicate the new price to the Buyer in writing, also indicating the reasons why this change was necessary. In the absence of a refusal expressed by the Buyer within 10 (ten) days of receiving the communication from the Seller, the new prices will be considered accepted by the Buyer and the new price will be binding for the latter starting from the first delivery following the communication.

5)Terms of payment.

Payment for supplies must take place, regardless of any disputes, in the terms and methods agreed with the Buyer, in compliance with the maximum term set out in Legislative Decree 9.10.2002 n. 231 and subsequent amendments and additions, starting from the moment of delivery of the goods, with simultaneous issuing of the invoice. In the case of freight collect orders, the Buyer undertakes to collect the products ordered no later than 15 days from receipt of the notice of goods ready for collection, after which the Seller will have the right to proceed with issuing the invoice.

6) Transport, transfer of ownership, customs duties, insurance.

Unless otherwise agreed in writing, transport will always be carried out at the care and expense of the Buyer who must, if deemed necessary by him and under his sole responsibility, insure the Products during transport. In the event that the transport of the products to destination is organized by the Buyer, the transfer of risk will take place when the products are delivered to the first forwarder or to the first transporter at the Fidovet srl warehouses in San Benedetto del Tronto (AP) to Via Valle Piana 80-100. In this case, transport risks, regardless of the means used, will therefore always be borne by the Buyer "ex works" (EXW Incoterms 2010). Fidovet srl will therefore not be in any way responsible for any damage suffered by the products during transport, even if shipped "free delivery".

Any complaints for tampering or shortages of material must always be presented by the recipient to the carrier with a note on the transport document and immediate sending of photographic documentation of the goods still on the means of transport. In any case, only complaints submitted in writing no later than 24 hours after receipt of the goods are taken into consideration.

7)Terms of delivery.

Unless otherwise agreed in writing, any delivery time indicated in the offer is not binding on the Seller. Unless otherwise agreed between the parties, the indicative delivery term is that specified in the Pro-forma Invoice. Therefore, the delivery term calculated in weeks or working days or on precise calendar dates, as indicated in the Pro-forma Invoice, is never binding for the Seller and must therefore be considered merely indicative and not essential. The Seller reserves the right to reasonably make partial deliveries. Under no circumstances may Fidovet be held responsible for any damages, even indirect and/or of any nature, that may arise to the Buyer as a result of failure to deliver the products within the terms indicated; nor will any such delays or advances in delivery authorize cancellations or modifications of orders or delays in payments by the Buyer. Any liability for delivery arising from force majeure or other unforeseeable events not attributable to the Seller, including without any limitation strikes, lockouts, provisions of the public administration, subsequent blocks of export or import possibilities, in consideration of their duration and scope, release the Seller from the obligation to respect any agreed delivery deadline. The Seller is not obliged to accept returns of products, unless expressly agreed in writing. Any costs incurred for this purpose are the responsibility of the Buyer. From the moment of receipt of the notice of goods ready or being delivered, the Buyer will no longer be able to request the modification of the goods on order (both in type and quantity) and/or the postponement of delivery to another date.

8)Duty of Inspection and Acceptance of Products.

Upon taking delivery of the Products, the Buyer must immediately:

Check the quantities and packaging of the packages and note any dispute in the delivery note, having it countersigned by the transporter who is required to verify the unloaded material together with the Buyer.
Check the quantity and packaging of the products contained within the packages. If this verification, due to issues of time and quantities of products delivered, is not reasonably possible immediately, the Buyer must nevertheless verify the quantities of the products delivered, the packaging and the correctness of the color and any other characteristic of the products in the shortest time possible and in any case no later than 7 days from taking delivery of the products, communicating any disputes in writing to the Seller within the working day following the verification;
Carry out a conformity check of the Products with respect to what is indicated in the Pro-forma Invoice within 7 days of taking delivery of the products and record any discrepancies in the delivery note.

In the case of reporting defects, the Buyer must comply with the following procedures and terms:

The communication must be made no later than 7 (seven) days starting from receipt of the products by the Buyer in case of obvious defects. In the event that the complaint relates to a defect which, despite the initial inspection, has remained hidden, the complaint must be made as soon as possible by the following working day on which the defect was discovered and, in any case, by and no later than 3 days from discovery;
The detailed communication must be forwarded in written form by email to the Seller within the terms indicated above, sending it to amministrazione@fidovet.eu. Any communication made by telephone or through other methods other than that indicated above will not be considered valid and accepted;
The communication must clearly specify the type, description, amount of the defects alleged, the product code, the batch number and the document number with which the disputed products were delivered. In the absence of such data, the communication will not be considered valid and accepted;
The Buyer agrees to make the disputed products available for inspection. Such inspection will be carried out by the Seller or by an expert appointed by the Seller.

No dispute with reference to the quantities, quality, type and packaging of the products can be made except through the communication included in the delivery note, compliant with the procedure indicated above.

Any product for which no dispute has been raised in compliance with the procedures and terms indicated above is considered approved and accepted by the Buyer. The placing of generic reserves has no value.

If the Buyer intends to dispute the suitability of one of the products delivered, he is obliged to give written notice as specified in the paragraph "Duty to inspect and accept the Products". Otherwise, these products are considered accepted in full.

9)Warranty Terms.

The Seller guarantees, as required by art. 1495 of the Civil Code, that the products are free from defects and comply with the technical specifications declared by the Seller himself.

The warranty will not be valid if any inconvenience or anomaly results from incorrect or unsuitable use and/or applications of the product. Any modification or replacement of parts of the product and/or the entire product not authorized by the Seller relieves the latter from civil or criminal liability, thus voiding the warranty. The warranty does not cover normal wear and tear parts.

10) Limitations of Liability.

Except in cases of justified dispute raised in accordance with these B2B General Conditions of Sale, the Buyer is not entitled to any further rights or remedies. In particular, the Seller is not responsible for any compensation requested for breach or non-fulfillment of the contract, for any direct damage or loss of profit suffered by the Buyer as a result of non-use or misuse of the products purchased, except in cases covered by warranty. indicated in paragraph 9.

The Seller will do everything in its power to deliver the products within any agreed terms, but in no case can it be held liable for damages directly or indirectly caused by the delayed execution of a contract or by the delayed delivery of the products.

The Seller's catalogues, price lists or other promotional material constitute only an indication of the type of products and prices and the indications indicated therein are not binding on the Seller.

11) Right of withdrawal, exception of non-compliance pursuant to art. 1460 c.c. and changes in the financial conditions of the contractor pursuant to art. 1461 c.c.

The Seller reserves the right to withdraw from the contract if, at any time, it receives commercial information relating to the Buyer which, in its sole discretion, advises against the execution or continuation of the contract itself. The exercise of this right does not give the Buyer any right to compensation for damages or otherwise.

If the Buyer fails to pay even just an invoice issued by Fidovet srl within the deadline indicated therein, thus becoming in default towards the latter, the Buyer hereby acknowledges and accepts that the Seller, pursuant to and for the purposes of the art. 1460 of the Civil Code, will have the right to suspend any supply of products, services and assistance to the Buyer until the Buyer has paid the unfulfilled invoices.

In the event that protests, seizures, foreclosures and/or, more generally, any prejudicial act that puts into doubt the solvency and the consequent payment of the consideration within the agreed terms, and in any other case in which the financial conditions of the Buyer have become such as to place the achievement of the consideration in clear danger, as in the case of the Buyer being subjected to insolvency, composition or crisis settlement procedures, Fidovet srl may, at its sole discretion, suspend the delivery and the execution of the contract pursuant to and for the purposes of the art. 1461 c.c. until the Buyer has provided a suitable guarantee deemed suitable by the Seller.

12) Intellectual property rights and trademarks.

Fidovet srl is the owner of all rights on the registered trademark "Fidovet". The Buyer will not apply the trademarks or distinctive signs of Fidovet srl on its letterhead or other documentation, on vehicles or other systems or goods without the prior consent of Fidovet srl.

All patents, trademarks, copyrights, designs, designs, models, know-how, trade secrets and other technical or commercial information relating to the products, as well as related registration rights and all other intellectual property rights in the products supplied by Fidovet srl created or acquired by Fidovet srl before or after the contract, are and remain the exclusive property of Fidovet srl. The Buyer undertakes to refrain from any act that may violate or compromise these rights.

The Buyer is prohibited from any improper use of the trademark. It may not in any way remove or destroy any indication of copyright, trademark, distinctive sign or other proprietary marks on the contractual products, documentation or other material referring to the same products. The Buyer undertakes to respect all the conditions of use of the brand and the rules of this contract.

The Buyer does not have the right to reproduce Fidovet srl products, either in whole or in part.

13)Causes of force majeure.

The Seller cannot be considered in default and can suspend the supply services and in any case the contractual commitments undertaken with the Buyer in any case of force majeure. The Seller must promptly inform the Buyer in writing, indicating the cause of force majeure invoked and, if possible, the duration of the expected suspension of the contractual obligations undertaken.

If the cause of suspension should last beyond 15 (fifteen) working days, the Seller and the Buyer, by mutual agreement, will implement urgent corrective measures in order to avoid or reduce the effects of the cause of force majeure preventing fulfillment. . The Seller undertakes to communicate in writing to the Buyer the cessation of the force majeure event, also indicating the date of the first deliveries of the products. The Buyer is required to accept such deliveries. The Seller may invoke force majeure in all cases in which its performance becomes particularly onerous or impossible. The following causes are deemed to constitute force majeure, indicatively and not exhaustively:

unavailability of raw materials.
natural disasters (earthquakes, fires, floods, storms, pandemics, etc.).
armed conflicts, wars, disputes, attacks, riots, acts of terrorism.
industrial conflicts or disputes, occupation or lockout, general or sector or plant strikes.
industrial conflicts or disputes, general or employment sector strikes or lockouts, which concern the Seller's suppliers, transporters, service companies, freight forwarders, post offices, public offices in general or, in any case, all those who are interested to the production process.
orders of judicial, governmental or public authorities in general.
import bans, embargoes, production blocks imposed by health or public authorities in general.
accidents at work, seizures, machine breakdowns, explosions, lack of availability of electricity and any and all facts that may limit or exclude the possibility of production.

The Seller must promptly inform the Buyer of any fact which may be considered force majeure and which may make delivery or collection of the product difficult. In this case the Seller must also indicate to the Buyer according to which methods and times the product can be delivered, possibly even to a place different from the one agreed upon, taking charge, in this case, of the additional cost that the Seller will indicate, putting in place, in any case, any suitable measure to be able to collect or store the product made by the Seller in order to make the inconvenience to the Seller as least onerous as possible. Under no circumstances will the Buyer be able to invoke force majeure to suspend payments for supplies.

14) Customized Products.

The person responsible for the content of the graphics is exclusively the Buyer, who is personally responsible for all exclusive rights, intellectual property rights, graphic and artistic property rights and in any capacity regarding the circulation, use and dissemination of the graphics, drawings ornamental, prints and related logos, slogans and use of phrases that make up the graphics, in this regard indemnifying Fidovet srl from any liability.

Any requests for changes to existing graphics must be communicated and approved by the Buyer before receiving the Pro-forma Invoice. Requests for modifications should be sent to grafico@fidovet.eu.

For the creation of new graphics, please refer to the technical specifications available from the Seller's graphics office. The Buyer must read the technical specifications before proposing a graphic in order to understand particularities related to the individual formats or individual printing technologies.

The Buyer has the obligation to check that the version of the graphics created specifically is the one requested by him and must approve it.

Once the Pro-forma Invoice has been issued, Fidovet srl cannot be held responsible in the event that the customer receives a product that is not consistent with their expectations, but which corresponds to the product code present on the Pro-forma Invoice.

15) Processing of Personal Data.

The Buyer's personal data will be processed in accordance with the provisions of the Italian law on the processing of personal data (Legislative Decree 196/2003), as well as in accordance with the provisions of the GDPR - General Data Protection Regulation (EU Regulation 2016/679).

The Seller informs the Buyer that the Seller is the data controller of the personal data and that the Buyer's personal data is collected and processed exclusively for the execution of this agreement.

16)Applicable law.

The parties agree, with these General Conditions of B2B Sales, that all contracts stipulated with the Seller and the related relationships and contractual obligations are intended to be governed by Italian law.

17)Competent forum.

Any dispute arising between the parties following the interpretation, validity or execution of these General Conditions of B2B Sales and the related contracts stipulated, even in the event of connection of causes, will be referred to the exclusive jurisdiction of the Court of Brindisi with express exclusion of any other forum.

18) Final provisions.

The invalidity in whole or in part of individual provisions of these B2B General Conditions of Sale does not affect the validity of the remaining provisions. San Benedetto del Tronto (AP), 04 January 2024

Fidovet srl

The legal representative

The Buyer

Pursuant to and for the purposes of articles 1341 and 1342 of the Civil Code, the parties expressly approve the following clauses: Art. 3 Offers and Orders; Art. 4 Prices and Payment Terms; Art. 6) Transport, transfer of ownership, customs duties, insurance; Art. 7) Delivery Terms; Art. 8) Duty of inspection and acceptance of products; Art. 9) Warranty Terms; Art 10. Limitations of Liability; Art.

11) Right of withdrawal, exception of non-compliance pursuant to art. 1460 c.c. and changes in the financial conditions of the contractor pursuant to art. 1461 civil code; Art. 12) Intellectual property and trademark rights; Art. 13) Force majeure; Art. 14) Personalized products; Art. 16) Applicable law; Art. 17) Competent court Brindisi, 04 January 2024