Terms and Conditions of Purchase

These General Terms and Conditions of Purchase apply in full to every order and to all of our purchases, unless otherwise expressly agreed in writing by our Company. The submission or delivery of any purchase order by our Company implies the seller’s full and unconditional acceptance of our Company’s General Terms and Conditions of Purchase, even if the seller has not signed them. These General Terms and Conditions are available on our website (www.ista.it), and each Order Confirmation form indicates how to download them. They are therefore deemed to be known to all Sellers.

1) Definitions

1.1 In these General Terms and Conditions of Purchase (hereinafter referred to as the “Terms and Conditions of Purchase” or “GTC”), the following terms shall have the meanings set forth below: “Istà Ferrari & Franceschetti spa”: with registered office at Via Luppia No. 16, Loc. S. Stefano – Minerbe (VR), Italy; “Seller”: any company, body, or legal entity that sells Products to Istà Ferrari & Franceschetti; “Products”: items and/or products purchased by Istà Ferrari & Franceschetti; “Offer(s)”: each quotation or offer relating to the Products submitted by Istà Ferrari & Franceschetti to the Seller. “Sale(s)”: each sales contract concluded between the Seller and Istà Ferrari & Franceschetti.

2) Validity of the Terms and Conditions of Purchase

2.1 These Terms and Conditions of Purchase apply to all purchases of Products. In the event of any conflict between the terms and conditions set forth in these Terms and Conditions of Purchase and the terms and conditions agreed upon in a specific purchase, the latter shall prevail. Istà Ferrari & Franceschetti shall not be bound by the Seller’s general terms and conditions of sale (GTC), even if reference is made to them or they are included in orders or any other documentation originating from the Seller, without the prior written consent of Istà Ferrari & Franceschetti. The GTC shall not be binding on Istà Ferrari & Franceschetti, even by virtue of implied consent.

2.2 Istà Ferrari & Franceschetti reserves the right to add, modify, or remove any provision of these Terms and Conditions of Purchase, it being understood that such additions, modifications, or deletions shall apply to all purchases made on or after the day following the notification of the new Terms and Conditions of Purchase or their publication on the aforementioned website.

2.3 By accepting purchase offers from Istà Ferrari & Franceschetti and, more generally, in any case where it enters into a purchase agreement with Istà Ferrari & Franceschetti—regardless of the form of acceptance—the Seller unconditionally accepts and undertakes to comply with the general terms and conditions in its dealings with Istà Ferrari & Franceschetti, declaring that it has read and accepted all the information provided to it, and further acknowledging that Istà Ferrari & Franceschetti shall not be bound by any different terms unless previously agreed upon in writing.

2.4 These General Terms and Conditions apply, to the extent they are compatible, to all commercial agreements entered into by Istà Ferrari & Franceschetti, regardless of their legal classification.

3) Execution of the sales contract

3.1 The Sale shall be deemed concluded when the Seller sends Istà Ferrari & Franceschetti a written confirmation of the order (such confirmation may be sent by email or other electronic means) in accordance with the terms and conditions of the Offer.

3.2 Once accepted, orders may not be canceled or modified by the Seller without the written consent of Istà Ferrari & Franceschetti.

3.3 Any changes or modifications made by the Seller to the Offers are not valid or binding on Istà Ferrari & Franceschetti unless (a) they are expressly indicated in the text of the Offer and (b) they are expressly and individually accepted by Istà Ferrari & Franceschetti in writing.

3.4 Any changes to the Offer made by Istà Ferrari & Franceschetti shall be deemed accepted by the Seller unless the Seller notifies its objection within 3 business days of receipt.

4) Delivery terms

4.1 The delivery terms are mandatory and essential pursuant to Article 1457 of the Civil Code.

4.2 In any case where the Seller refuses to deliver, requests an extension of time, or fails to make delivery physically possible in accordance with the preceding article, without prejudice to the right to claim further damages, the Seller shall be liable to pay a penalty equal to 5% of the price of the Products for each week of delay from the originally scheduled and agreed-upon delivery date. The risk of loss of the Products shall, in this case, be borne exclusively by the Seller. In the event of a delay in the delivery of the Products exceeding 15 days, Istà Ferrari & Franceschetti shall have the right to terminate the contract without the need to give notice of default.

4.3 Istà Ferrari & Franceschetti reserves the right to accept partial deliveries.

4.4 Any late delivery, even partial, may be refused by Istà Ferrari & Franceschetti, with a refund of any advance payments made and compensation for damages, or it may be accepted, with the right to charge for any damages or additional costs associated with or resulting from the delay; early delivery may be refused by Istà Ferrari & Franceschetti, with the Seller being required to reschedule the delivery for the exact due date, or accepted, with the right to charge for any storage costs or other related or consequential costs.

4.5 Le consegne avverranno nel luogo indicato nell’Ordine, mediante fornitura dei Prodotti presso la sede indicata da Istà Ferrari & Franceschetti, oppure mediante spedizione, salvo che le Parti concordino per iscritto il ritiro presso il Venditore; in caso di spedizione, Istà Ferrari & Franceschetti non sopporterà alcuna responsabilità per il trasporto dei Prodotti e il rischio di danneggiamenti nel trasporto sarà esclusivamente a carico del Venditore, con il solo onere di Istà Ferrari & Franceschetti di tempestiva denuncia.

5) Price and payment terms

5.1 Payments will be made in accordance with the terms and schedule specified in the Order Confirmation issued by Istà Ferrari & Franceschetti.

5.2 In the event of delays exceeding fifteen (15) days, the Seller shall be entitled to interest at the statutory rate, effective from the thirty-first (31st) day of the delay.

5.3 The prices of the Products indicated in the Order are fixed and non-negotiable, inclusive of all charges and expenses, and the Seller waives any right to request a price adjustment due to unforeseeable circumstances or for any other reason or cause.

5.4 Unless otherwise agreed, payments must be made in euros in accordance with the payment terms specified in the individual contracts.

5.5 Istà Ferrari & Franceschetti may suspend or delay payment in the event of written complaints regarding non-compliant deliveries.

6) Verification of the quantity and type of products

6.1 Upon delivery of the Products, whether by shipment or pickup, Istà Ferrari & Franceschetti shall not be required to inspect them immediately and may do so within fifteen (15) days.

6.2 Any discrepancies regarding the number of packages and the goods, the integrity of the packaging and visible individual packages, or any damage must be reported by Istà Ferrari & Franceschetti within the aforementioned time limit, without any obligation to note reservations or objections on the delivery document.

6.3 Istà Ferrari & Franceschetti’s signature on the delivery document does not constitute acceptance of the Products.

6.4 The Seller guarantees that there will be no rejects among the Products during the acceptance/sorting phase and upon final inspection, and declares that it is fully familiar with the processing procedures employed by Istà Ferrari & Franceschetti; a weight loss of up to 3% will be tolerated. If this tolerance limit is exceeded, Istà Ferrari & Franceschetti may terminate the Contract or demand that the supply be supplemented by delivering additional Products in the quantities necessary to remedy the situation, with any damages or additional costs incurred or resulting therefrom to be charged to the Buyer. In any case, Istà Ferrari & Franceschetti shall retain the right to claim additional damages for the use of labor resources, the decrease in efficiency in the production process, the failure to amortize all components contributing to fixed production and operating costs, loss of profit margins, costs for product scrap, as well as all costs and expenses related to exceeding this limit.

6.5 If the limits set forth in this article are exceeded, Istà Ferrari & Franceschetti shall open a non-conformity case and notify the Seller, who may request, within 1 (one) day of such notification, a joint inspection and verification by the parties; if no such request is made within the aforementioned period, the non-conformity shall be deemed uncontested.

7) Warranty

7.1 The Seller must warrant that the Products are free from defects and ensure that the Products sold are free from defects and intended for the use specified in the individual purchase order, in accordance with their intended use, in compliance with all applicable laws and regulations, and, with particular reference to services, that they are performed in accordance with best practices, with the immediate issuance of any certificates, certifications, or declarations of compliance with the law.

7.2 The warranty does not apply to Products whose defects are due to (I) damage caused during shipping, or (II) negligent, improper, or inappropriate use as defined in the product specifications.

7.3 The Seller shall be required to verify the integrity of each individual package and the condition of the individual products contained therein at the time of delivery.

7.4 In the event of non-conformity, defects, or faults, the Seller must remedy the situation within three (3) days of receiving notice thereof, without prejudice to the right to a price reduction and compensation for damages; failure to do so shall entitle Istà Ferrari & Franceschetti to immediately terminate the Contract at its sole discretion.

7.5 Notwithstanding Article 1495 of the Civil Code, the time limit for Istà Ferrari & Franceschetti to report defects, flaws, and nonconformities shall be fifteen (15) days from the date of discovery.

8) Express termination clause

8.1 The Contract shall be deemed terminated by operation of law with immediate effect pursuant to Article 1456 of the Italian Civil Code in all cases where the Seller has checks returned, becomes insolvent, is convicted (even if the conviction is not final), is placed in liquidation (including voluntary liquidation), or is subject to or admitted to insolvency proceedings.

9) Communications

9.1 All notices, requests, complaints, claims, and other communications hereunder must be in writing and sent or delivered to Istà Ferrari & Franceschetti exclusively via certified email to the following address: amministrazione@pec.ista.it

10) Legal Address, Jurisdiction, Governing Law

10.1 Istà Ferrari & Franceschetti has its registered office at its principal place of business.

10.2 Any disputes arising out of or in connection with this contract, including those of a non-contractual nature, shall be subject to the exclusive jurisdiction of the Court of Verona.

10.3 Le presenti Condizioni di Acquisto ed ogni acquisto saranno regolati dalla legge italiana, con l’esclusione dell’applicazione della Convenzione di Vienna sulla Vendita di beni mobili e delle norme di diritto privato internazionale che individuino una legge applicabile diversa da quella italiana.

11) Final Provisions

11.1 Istà Ferrari & Franceschetti’s failure to exercise any rights or remedies provided for in the General Terms and Conditions and/or the Agreement shall not constitute, nor shall it be deemed to constitute, a waiver; nor shall a written waiver of any term, clause, condition, or provision imply a waiver of any other term, clause, condition, or provision.

11.2 If any provision of the GTC and/or the Agreement is deemed null and void or unenforceable, such provision shall be deemed severable from the others and shall not affect the validity, enforceability, and enforceability of the remaining provisions.