Terms and Conditions of Sale

These General Terms and Conditions of Sale apply in full to every order and to all our sales, unless otherwise expressly agreed in writing by our Company. The submission or delivery of any purchase order by the Buyer to our Company implies the Buyer’s full and unconditional acceptance of our Company’s General Terms and Conditions of Sale, even if the Buyer 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 Buyers.

1) Definitions

1.1 For the purposes of these general terms and conditions of sale (hereinafter referred to as the “Terms and Conditions of Sale”), the following terms shall have the meanings set forth below: “Istà Ferrari & Franceschetti spa”: with registered office at Via Luppia No. 16, 37046 Minerbe (VR), Italy; “Customer”: any company, body, or legal entity that purchases Products from Istà Ferrari & Franceschetti; “Products”: items and/or products sold by Istà Ferrari & Franceschetti; “Offer(s)”: each quote or offer relating to the Products submitted by Istà Ferrari & Franceschetti to the Customer. “Sale(s)”: each sales contract concluded between Istà Ferrari & Franceschetti and the Customer; “Trademarks”: all trademarks owned or licensed by Istà Ferrari & Franceschetti; “Intellectual Property Rights”: all intellectual and industrial property rights of Istà Ferrari & Franceschetti, including, without limitation, rights relating to: patents for inventions, Trademarks, know-how, technical specifications, and data, whether or not such rights have been registered, as well as any application or registration relating to such rights and any other right or form of protection of a similar nature or having an equivalent effect.

2) Validity of the Terms and Conditions of Sale

2.1 These Terms and Conditions of Sale apply to all Sales of Products. In the event of any conflict between the terms and conditions set forth in these Terms and Conditions of Sale and the terms and conditions agreed upon in a specific Sale, the latter shall prevail. Istà Ferrari & Franceschetti shall not be bound by the Customer’s general terms and conditions of purchase (hereinafter, “GTC”), even if reference is made to them or they are contained in orders or any other documentation originating from the Customer, 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 of Sale, it being understood that such additions, modifications, or deletions shall apply to all Sales concluded on or after the thirtieth day following notification of the new Terms of Sale.

2.3 By accepting purchase offers from Istà Ferrari & Franceschetti and, more generally, in any case where the Customer enters into a sales contract with Istà Ferrari & Franceschetti—regardless of the form of acceptance—the Customer unconditionally accepts and undertakes to comply with the general terms and conditions in its dealings with Istà Ferrari & Franceschetti, declaring that they have read and accepted all the information provided to them, and acknowledging that Istà Ferrari & Franceschetti is not 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 Istà Ferrari & Franceschetti sends the Customer a written order confirmation (which may be sent via email or other electronic means) in accordance with the terms and conditions of the Offer accepted by the Customer. Istà Ferrari & Franceschetti reserves the right to accept or reject, in whole or in part, the Customer’s order within 5 business days of receipt, without this entailing any liability or obligation to pay compensation.

3.2 Sales may not be canceled or modified by the customer without the written consent of Istà Ferrari & Franceschetti.

3.3 Any changes or modifications made by the Client 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 accepted by the Customer that are made by Istà Ferrari & Franceschetti in the order confirmation shall be deemed accepted by the Customer unless the Customer notifies its objection within 3 business days of receipt.

4) Delivery terms

4.1 I termini di consegna sono indicativi e non sono termini essenziali ai sensi dell’art. 1457 del Codice Civile.

4.2 Except as provided in Article 4.1 above, Istà Ferrari & Franceschetti shall not be held liable for delays or non-delivery attributable to circumstances beyond its control, including, but not limited to: a) inadequate technical data or inaccuracies or delays on the part of the Customer in transmitting to Istà Ferrari & Franceschetti of information or data necessary for the shipment of the Products; b) difficulties in obtaining supplies of raw materials; c) problems related to production or order scheduling; d) partial or total strikes, power outages, natural disasters, measures imposed by public authorities, transportation difficulties, force majeure, diseases, epidemics, civil unrest, terrorist attacks, and all other causes of force majeure; e) any transportation-related issues.

4.3 The occurrence of any of the events listed above shall not entitle the Customer to claim compensation for any damages or indemnification of any kind.

4.4 La produzione e consegna dei Prodotti potrà essere sospesa a seguito di modifiche delle condizioni patrimoniali del cliente (art. 1461 del Codice Civile).

4.5 The Customer is required to accept delivery of the goods, to verify in advance that the delivery location is accessible to transport vehicles, to secure or obtain the necessary permits for the entry and unloading of the goods, and to prepare a suitable area for the placement of the Products.

4.6 In any case where the Customer refuses to accept delivery, requests a delay, fails to make itself available to accept delivery, or otherwise makes delivery physically impossible pursuant to the preceding article, without prejudice to the right to claim further damages, the Customer shall be liable to pay a penalty equal to 5% of the price of the Products for each week of delay beyond the originally scheduled delivery date. The risk of loss of the Products shall, in this case, be borne exclusively by the Customer. In the event of a delay in acceptance of the Products exceeding two months, Istà Ferrari & Franceschetti shall have the right to terminate the contract without the need to give notice of default.

4.7 Istà Ferrari & Franceschetti reserves the right to make partial deliveries.

4.8 In any other case where delivery is delayed by more than 30 days, the Customer must provide written notice to Istà Ferrari & Franceschetti, granting Istà Ferrari & Franceschetti a period of at least 30 days to deliver the Products.

4.9 Except in cases of willful misconduct or gross negligence, Istà Ferrari & Franceschetti shall not be held liable for any damages arising from and/or related to a delay in the delivery of the Products. Under no circumstances shall Istà Ferrari & Franceschetti be held liable for indirect or consequential damages of any kind, such as, for example, losses resulting from the Customer’s downtime or loss of profits.

5) Return Policy

5.1 Sales contracts are governed, with respect to the definition of the respective obligations and risks of Istà Ferrari & Franceschetti and the Customer, subject to Istà Ferrari & Franceschetti’s right to specify a different term in the offer and in the order confirmation. The place of delivery associated with the choice of Incoterms will be specified in the Offer and in the order confirmation.

6) Price and payment terms

6.1 Unless otherwise specified, prices will be determined in accordance with the most recent published price list.

6.2 Unless otherwise specifically stated, prices are to be understood as applying solely to the goods and do not include VAT or any taxes, duties, or levies of any kind or nature, which are the responsibility of the Buyer in accordance with the selected Incoterms.

6.3 Unless otherwise agreed, payments must be made in euros in accordance with the payment terms specified in the individual contracts. In the absence of an express provision to the contrary, all amounts specified and due shall be deemed immediately payable. Unless otherwise specified, the payment terms shall be considered mandatory.

6.4 Failure to make payment within the agreed time frame shall entitle Istà Ferrari & Franceschetti to demand that the Customer pay interest on overdue amounts calculated at the official reference rate of the European Central Bank plus 8 (eight) basis points.

6.5 Failure to pay by the specified due date entitles Istà Ferrari & Franceschetti to suspend delivery of the Products and terminate any and all Sales Agreements entered into.

6.6 Under no circumstances may the Customer suspend or delay payment pursuant to Article 1462 of the Civil Code.

6.7 Should Istà Ferrari & Franceschetti be temporarily unable to perform the Contract, this shall not suspend the payment terms applicable to the Customer.

6.8 The Buyer has no right to set off any payments.

7) Verification of the quantity and type of products

7.1 Any discrepancy between the Products delivered to the Customer and the type and quantity specified in the Sales Agreement must be reported in writing to Istà Ferrari & Franceschetti within 2 days of the delivery date. If the complaint is not communicated within the aforementioned deadline, the Products delivered will be considered to conform to those ordered by the Customer, and such conduct shall constitute a waiver of any action aimed at their rejection, including, where applicable, pursuant to Article 1665 of the Italian Civil Code.

8) Warranty

8.1 If requested by the Customer, Istà Ferrari & Franceschetti warrants that the Products are free from defects for the duration of their shelf life. In any case, the warranty is valid until the expiration date, as stated by Istà Ferrari & Franceschetti. Istà Ferrari & Franceschetti warrants that the Products sold under these terms are free from defects and intended for the use agreed upon in the individual Sale, subject to the exceptions set forth in Article 9.

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

8.3 Provided that the Customer’s claim is covered by the warranty and notified in accordance with the terms set forth in this section, Istà Ferrari & Franceschetti will replace only the quantity of the Product that is defective or faulty. Alternatively, Istà Ferrari & Franceschetti may grant the Customer a refund or a discount equal to, at most, the price of the Product or the defective part(s).

8.4 The Customer is required to verify the integrity of each individual package and the condition of the individual products contained therein at the time of delivery, and must report in writing (with photographic evidence) any discrepancies or apparent defects discovered at the time of delivery by the Carrier; Failure to report such issues within 12 hours will void any warranty for the aforementioned defects.

8.5 The Customer must notify Istà Ferrari & Franceschetti in writing of any defects or flaws within 24 hours of delivery of the Products if they are obvious defects or flaws, or within 2 days of discovery in the case of hidden defects or flaws not detectable by a reasonably diligent person, but in any case no later than the end of the shelf life and after the Products have been incorporated into any production process.

8.6 Products that are the subject of a complaint must be immediately sent to the Istà Ferrari & Franceschetti factory, or to any other location that the latter may specify from time to time, at the Customer’s expense, unless otherwise agreed by the parties, in order to allow Istà Ferrari & Franceschetti to carry out the necessary inspections; no disposal of the products may be carried out unless agreed upon with Istà Ferrari & Franceschetti.

8.7 In any event, the Customer may not assert any warranty claims against Istà Ferrari & Franceschetti if the price of the Products has not been paid in accordance with the agreed terms and conditions, even if the failure to pay the price in accordance with the agreed terms and conditions relates to Products other than those for which the Customer intends to assert the warranty.

8.8 Without prejudice to the provisions of Article 8.3 above and except in cases of willful misconduct or gross negligence, Istà Ferrari & Franceschetti shall not be liable for any damages arising from or related to defects in the Products. In any case, Istà Ferrari & Franceschetti shall not be held liable for indirect or consequential damages of any kind, such as, by way of example, losses resulting from the Customer’s inactivity or loss of profits.

8.9 In any event, the Customer’s right to compensation for damages shall be limited to a maximum amount equal to the value of the defective or faulty Products.

9) Disclaimer

9.1 Product samples are not for sale and will not be provided unless a specific agreement is reached with Istà Ferrari & Franceschetti.

9.2 Istà Ferrari & Franceschetti reserves the right, for any production-related reason, to modify the formulation of any Product without prior notice. A change in a Product’s formulation does not constitute grounds for classifying the Product as a new product on Amazon or as a defective or faulty Product.

9.3 Unless expressly specified in the Sale, all information regarding a Product provided by Istà Ferrari & Franceschetti, including, but not limited to, design proposals, information regarding processing, laboratory tests, industrial tests, and any other production tests, interactions with other ingredients, recipes, instructions for use, dosages, and other data appearing in catalogs, advertisements, illustrations, price lists, on its website, or in other illustrative documents of Istà Ferrari & Franceschetti, as well as the characteristics of samples sent by Istà Ferrari & Franceschetti to the Customer shall not be binding and do not constitute any promise of quality regarding the Products; in any case, Istà Ferrari & Franceschetti shall be responsible for the results of the processing stages involving the Products.

9.4 Istà Ferrari & Franceschetti makes no representation or warranty that the Products comply with: (i) regulations other than those of Italy; (ii) any specific use; (iii) any use in the countries of final destination of the Products.

9.5 Unless expressly specified in the Sales Agreement and the requirements are accurately and comprehensively described, the Products are not guaranteed to be suitable for the production of food intended for the market for food allergies and intolerances. Istà Ferrari & Franceschetti shall in no event be liable for the presence in the Products of allergens or substances that may cause intolerances.

10) Intellectual Property

10.1 The Customer acknowledges that the trademark, and/or other trademarks appearing on the Products or associated with the Products supplied, and/or the names and distinctive marks on the Products and other related technical documents are the exclusive property of Istà Ferrari & Franceschetti or of the third parties that have licensed them to Istà Ferrari & Franceschetti.

10.2 Unauthorized use of the trademarks appearing on the products or associated with the products supplied, and/or of the names and distinctive signs of the products and other related technical documents, is prohibited. In particular, the Customer is prohibited from reproducing, in whole or in part, the technical data sheets and/or formulations of the products purchased or viewed, or from using the technical information relating to them for purposes not directly connected to their supply. Furthermore, the Customer is prohibited from disclosing technical information regarding the products that could enable their reproduction. The Customer is also prohibited from removing or altering the trademarks or other distinctive signs affixed to the Products.

11) Express termination clause

11.1 Istà Ferrari & Franceschetti shall have the right to terminate, pursuant to and for the purposes of Article 1456 of the Civil Code, at any time by written notice to the Customer, the individual Sale in the event of a breach of the obligations set forth in Articles 4.5, 6.2, 6.3, and 6.4.

12) Communications

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

13) Legal address, jurisdiction, applicable law

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

13.2 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.

13.3 These Terms and Conditions of Sale and any Sale shall be governed by Italian law, excluding the application of the Vienna Convention on the Sale of Goods and any rules of private international law that would designate a law other than Italian law as applicable.