Terms and conditions of sale
General Terms and Conditions
(Applicable to all sales, except for on-line sales)
Resindion S.r.l. (“RDN”) will apply these General Terms and Conditions (the “Sale Terms”) to all sales and supplies to customers (the “Customer(s)”) for all the RDN products (the “Products”), with the exception of the sales made from time to time through the e-commerce section of the RDN website www.resindion.com (the “Site”).
The Sale Terms clarify and regulate the relations between RDN and all Customers for the sale and supply of Products and have been last updated on the date indicated at the bottom of the last page. The Sale Terms will be published on the Site and copies will be available at any time upon request of any Customer.
The provisions of Italian law (in particular, sections 1470-1519 of the Italian civil code for sales, and sections 1559-1570 for supplies) shall govern all cases not expressly provided for in the Sale Terms.
RDN may, in its sole and absolute discretion, change the Sale Terms from time to time. RDN will post notice of such changes on the Site. Changes shall apply to all orders made after the posting of the changes on the Site.
2. Sales and Supplies.
Sales and supplies of Products to Customers will be governed by the Sale Terms and the FCA – Free Carrier (Resindion’s factory in Binasco, Milan) INCOTERMS 2010. Upon specific request of the Customer, RDN may also accept to supply the Products in accordance with the DAP – Delivered At Place (to an agreed place of destination) INCOTERMS 2010 for the additional cost that will be indicated in the Order Confirmation.
3. Orders – Order Confirmations.
Unless agreed otherwise in advance and in writing, RDN will apply the following ordering procedure:
(a) Following negotiations, which may include exchange of correspondence to determine Products, prices and other special commercial terms and conditions, the Customer will send an order in writing to RDN using the standard order form of RDN (available on the Site).
(b) RDN will confirm acceptance of the order by sending an order confirmation to the Customer (the “Order Confirmation”). The Order Confirmation will include (i) the type and quantity of the Products, (ii) prices, (iii) special terms and conditions, including expected date of delivery and costs for transportation, (iv) applicable taxes, and (v) any special instructions of the Customer.
(c) RDN must accept in writing and in advance any changes of the order that the Customer may request. The Customer acknowledges that RDN may apply a charge for any changes/cancellation of orders and will pay the amount so requested by RDN.
4. Prices – Invoicing – Taxes – Payment – Interest for Delayed Payment.
RDN will confirm the prices for the sale of the Products in the Order Confirmation.
RDN will issue the invoice for the Products at the time of shipment and a copy of the invoice will always accompany the Products, together with the technical documentation required by law. If requested by the Customer and if permitted by applicable law, RDN will issue a pro-forma invoice for the Products before delivery of the Products to the carrier.
Any and all taxes, fees, charges or the like imposed by any Governmental authority as a result of the sale of the Products by RDN to Customers shall be paid by the Customers in addition to the price for the Products and the costs for the delivery of the Products.
Unless differently indicated by RDN in the Order Confirmation, payment terms will be cash on delivery or anticipated bank transfer to the bank account indicated in writing by RDN.
If the Customer does not comply with the terms of payment for the sale of Products, or if circumstances become known to RDN that, in its reasonable judgment, diminish Customers’ creditworthiness, RDN may, with respect to any purchase order not yet performed, without prejudice to any statutory right, (i) request advance payment, or (ii) request adequate security. If after a reasonable amount of time the Customer has not complied with RDN’s request, RDN may refuse delivery under any purchase order not yet performed, and claim any damages resulting therefrom.
In case of delay of any payment, without the need to send any further request of payment, RDN will have the right to claim interest at the rate of EURIBOR (as published on Il Sole -24 Ore, or other equivalent Italian financial newspaper) plus three percentage points (3%), and any costs for the collection of the claim.
5. Delivery – Claims - Returns.
RDN shall exercise its best efforts to deliver the Products ordered within the expected date of delivery indicated in the Order Confirmation. RDN, however, reserves the right to postpone the expected date of delivery and even to cancel the order due to unexpected unavailability of the Products or changes in the financial conditions of the Customer.
RDN shall not be liable for any loss or damage due to delays in the delivery of the Products.
The Customer must inspect the Products verifying integrity and quantities before accepting the Products. The Customer must immediately claim to the courier (with copy to RDN) for any lack or inconsistencies, signing a special reserve on the documents accompanying the Products. In any event, all claims must be made in writing to the courier (with a copy to RDN) within seven (7) business days after receipt of the Products. If RDN does not receive any claims within thirty (30) days after delivery, the Products shall be deemed to have been accepted by the Customer.
RDN will authorize return of Products only in accordance with its Return Policy. RDN must accept in writing and in advance any return of Products and the Customer accepts that RDN will have the right to apply a restocking charge. RDN will apply any return of Products to exchange or credit for future sales to the Customer.
6. Retention of Title.
Title to the Products will remain vested in RDN and shall not pass to the Customer until the purchase price for the Products has been paid in full and received by RDN. Irrespective of whether title to the Products remains vested in RDN, risk in the Products will pass to the Customer upon delivery to the carrier.
7. Warranty and Limitation of Liability.
RDN warrants that, at the time of delivery, the Products will be in compliance with publicly disclosed Product specifications and are free from defects in materials and workmanship.
RDN expressly disclaims any additional warranties of any kind, whether express, implied, or statutory, with respect to the Products (including, but not limited to, any implied or statutory warranties of merchantability, fitness for a particular use or purpose, title, and non-infringement of intellectual property rights). Without limiting the generality of the foregoing, RDN makes no warranty that the Products will meet the requirements of Customers. No advice or information, whether oral or written, obtained by the Customers from RDN or Mitsubishi Chemical, or its or their suppliers (or the respective officers, directors, employees, or agents of any such entities) shall create any warranty in favor of the Customers.
The liability of RDN shall be limited, at the sole option of RDN, to the replacement of the Products that do not perform accordingly to the specifications, or the refund of the price paid by the Customer.
In no event RDN shall be liable for any direct, indirect, incidental or consequential losses or damages suffered or incurred by the Customer as a result of or in connection with the use of the Products.
To the extent that RDN may not, as a matter of applicable law, disclaim any implied warranty or limits its liabilities, the scope and duration of such warranty and the extent of RDN liability shall be the minimum permitted under such applicable law.
8. Intellectual Property Rights.
The Customer acknowledges the exclusive right of RDN and/or Mitsubishi Chemical and/or subsidiaries to the trademarks, trade names, brands, signs and any other applicable symbols or intellectual property rights related to the Products (“RDN IP Rights”). The Customer will not register, or have registered, any RDN IP Rights that may be confused with the RDN IP Rights. No Customer will include any RDN IP Rights in its own trade or company name.
9. Privacy and Security Policy.
RDN, as data controller, will treat the Customer’s personal data in compliance with applicable law (currently, Legislative Decree No. 196/2003, as amended) for the following purposes: (a) correct performance of the sale/supply; (b) compliance with applicable laws and regulations; (c) verification of the Customer’s solvency; (d) future reorganization of RDN, including transfer of shares, transfer of business, mergers, de-mergers and other extraordinary corporate transactions.
The Customer’s personal data will be treated for the purposes mentioned above by RDN data processing agents also by means of electronic or automated instruments. Such instruments will be appropriate in order to guarantee the security of the Customer’s personal data and in order to avoid any non-authorized access.
The Customer’s personal data may also be communicated, for the purposes mentioned above, to companies directly or indirectly controlled by Mitsubishi Chemical based in the EU and other countries as well as to persons having contractual relations with Mitsubishi Chemical or subsidiaries (e.g., banks, insurance companies, technical consultants, attorneys, auditors etc.).
RDN will make available to Customers the necessary means for the exercise of the rights granted by Article 7 of Legislative Decree No. 196/2003 (including the right to amend personal data).
The Customer must treat all personal data of RDN in accordance with the data protection law applicable in its jurisdiction, including Safe Harbor provisions, if applicable.
Customers may address all notices and communications to RDN as follows:
via Roma 55, I-20082 Binasco, Milan, Italy
RDN may respond to Customers by letter, fax or e-mail. All notices and communications provided electronically will be considered as communications in writing.
The Sale Terms constitute the entire agreement between the Customer and RDN with respect to the sale of the Products and prevail on annexes and appendixes, if any. They supersede any prior agreements, negotiations, order, and general terms and conditions of purchase of Customers.
The Sale Terms have been drafted in the English language and shall prevail upon any translation.
RDN will have the right to assign any sale agreement(s) of Products, in whole or in part, as well as any rights and claims arising thereunder, to any third parties.
No waiver of any right, breach or default under the Sale Terms shall be considered valid unless expressly made in writing, and no waiver shall be deemed a waiver a subsequent breach or default.
The invalidity or ineffectiveness of any clause of the Sale Terms shall not affect the validity of the remainder of the Sale Terms, but, in the event of invalidity of a clause, RDN and the Customer will negotiate in good faith to replace such clause with other valid and effective clauses having substantially the same effect.
12. Governing Law – Jurisdiction.
The Sale Terms and all relations between Customers and RDN will be governed by, and construed and enforced in accordance with, the substantive laws of the Republic of Italy, with express exclusion of the Vienna Convention on the international sale of goods.
Any disputes, differences or claims arising out or in connection with the Sale Terms shall be exclusively referred to and finally resolved by the Courts of Milan, Italy.
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We hereby accept the Sale Terms of RDN and consent to the processing of our personal data by Resindion, including the transfer of personal data outside of the European Union to Mitsubishi Chemical and/or subsidiaries, and/or persons having contractual relations with Mitsubishi Chemical or subsidiaries (e.g., banks, insurance companies, technical consultants, attorneys, auditors etc.) within the limits and for the purposes indicated in Clause 9 of the Sale Terms.
Customer (signature and stamp)
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Customer confirms to have read, understood and accepted all the clauses of the Sale Terms, and expressly accepts, after further personal and analytical review, the following Clauses: 1 (RDN right to change the Sale Terms), 5 (RDN right to postpone or cancel the orders of Products - Terms for the Customers to file the claims related to the Products), 6 (Retention of Title), 7 (Warranty and Limitation of Liability), 11 (RDN right of assignment), 12 (Governing Law and Exclusive Jurisdiction).
Customer (signature and stamp)
Standard Order Form
© Resindion S.r.l.
January 1, 2011