GENERAL TERMS AND CONDITIONS OF SALE

  1. DEFINITION AND SCOPE OF APPLICATION

These General Contractual Terms and Conditions are an integral part of the Purchase Order and the Order Confirmation that are further described in the following paragraphs and apply to all sales and related contracts such as, but not limited to, supplies, works and contracted activities, as well as so-called mixed-purpose contracts (concerning both sales and works) and any other contract entered into by VOPACHEL S.r.l. (hereinafter also referred to as seller/manufacturer) with another company, organisation or individual (hereinafter referred to as customer/purchaser) regarding products manufactured and/or designed and/or marketed by VOPACHEL S.r.l.. In order to facilitate communication between the producer and the customer, it is agreed that these general terms and conditions are undersigned by the parties with respect to a single contractual relationship or to a series of contractual relationships in the negotiation stage referred to in point 2 with the exchange of a request for quote and a corresponding offer or at the latest at the conclusion of the contract by the transmission of the sale order confirmation referred to in points 2.2.-2.3 by digital transmission or telefax. The terms and conditions shall be available for download on the website www.vopachel.com and in the absence of their subscription by the parties, they will be unilaterally applicable.

  1. NEGOTIATION AND CONCLUSION OF THE CONTRACT

 

2.1 OFFER

Request for quote and offer. Requirements.

The Customer declares to know the products manufactured and marketed by the seller and to consider the same suitable to its needs.

The quotes provided by the flexible packaging manufacturer are binding for a period not exceeding thirty days from the date of issue, unless otherwise indicated.

The request for quote made by the customer and the corresponding offer by the manufacturer shall contain the following information: a) Customer identification data (name, registered office, Tax code/VAT No., email and certified email) and specific indication of the product delivery address b) Dimensions such as band, thickness and core, product type such as density and formulation, and product application. c) Product quantity, d) Payment terms and conditions, prices and currency (only for the offer). e) Shipping terms and arrangements, f) Packaging type.

2.2 PURCHASE ORDER

Following the negotiation referred to in point 2.1, the Customer, directly or through intermediaries, shall undersign and submit to the Seller a specific and complete purchase order containing all the information already specified in the offer and referred to in article 2.1 from a) to f) as well as any other additional terms including any graphic indications. The purchase order sent by the Customer is deemed to be confirmed and, consequently, the sale is deemed to be completed, under the terms and conditions stipulated therein, when the Customer receives from the Seller a written confirmation of the Order that fully corresponds to the Order itself (“Sales Order Confirmation”).

2.3 ORDER CONFIRMATION

 

The purchaser must immediately, and in any case not later than 2 working days after receipt of the order confirmation from the seller, called “Sales Order Confirmation”, notify in writing any discrepancies between the purchase order and the order confirmation and request in writing any corrections or additions deemed necessary.

The purchase order, with the notified corrections or additions, is deemed to be completed as soon as the customer receives the corresponding written confirmation from the seller.

In the absence of notification, after 2 working days from the receipt of the order confirmation, the seller will initiate the execution of the contract under the terms and conditions confirmed therein.

Any element not contained in the customer’s order shall, in any case, be subject to the manufacturer’s technical/qualitative standards, which the customer declares to know to be suitable for its needs and applications.

Contracts are always deemed to be concluded at the place of residence of the seller.

The date stated on the order confirmation of the seller as part of the delivery terms shall be understood as the date of dispatch of the goods listed in the order/order confirmation.

2.4 CHANGES OF THE ORDER OR ORDER CANCELLATION

The Customer has the right to withdraw from the contract within 2 business days of receipt of the sales order confirmation sent by the seller, except for the additional cases of impossibility of performance referred to in art. 11 of this contract.

The partial or total modification of the order, so as to be valid and effective, must be agreed by the parties no later than 2 working days after receipt of the order confirmation sent by the seller, unless otherwise expressly indicated in writing.

After that term, the Seller, in the absence of an agreement, shall have the right to receive a refund from the Purchaser for all costs of production, raw materials and related expenses incurred up to the time of modification or cancellation.

  1. PRICE

 

The prices communicated to the Purchaser are understood to be net of any charge, tax, duty or fiscal burden, which shall be solely borne by the Purchaser.

  1. GRAPHICS

 

All costs for the graphic rendering of trademarks, codes or anything other element, print sketches, printing equipment, and whatever is inherent or required by the customer for the correct execution of the product shall be borne by the Purchaser.

4.1 INTELLECTUAL AND INDUSTRIAL ARTISTIC PROPERTY

The Purchaser shall be solely responsible for any breach of the rights of third parties and, in particular, of the copyright and related rights concerning the trademarks, names, designs and patents which the Purchaser decides to affix on the packaging mentioned in the order as well as of any reproduction of the form and appearance of products made by third parties.

The Purchaser expressly holds the Seller harmless from any liability subsequent and/or related, directly or indirectly, to the violations referred to in the first paragraph, and from the legal and judicial effects arising out of deeds and actions of third parties claiming a violation of those rights.

All work performed by the seller, in accordance with the intellectual property law, which involve its creative work (such as drawings, photographs, prints, films or graphic layouts, trademarks) are and remain the exclusive property of the Seller and the related rights are not transferred to the purchaser of the products that include such elements, unless otherwise expressly agreed between the parties.

  1. PRODUCT IMPLEMENTATION

5.2 RAW MATERIALS

Unless otherwise agreed in writing, the Seller may choose and use the most suitable production materials and processes, provided that the final product conforms to the specifications agreed with the Purchaser.

5.3 PRINT QUALITY

Print quality shall always correspond to a suitable commercial quality regarding tonal tolerances and positioning variations and any other variation such as printing adjustment or printing block shift. Unless otherwise agreed and recorded in writing on the order or specification of the required product, the Seller shall use standard inks. It shall therefore not guarantee a particular resistance to light exposure of the printing inks and shall in no way be liable for any variation of tonality over time as a result of exposure to any kind of light or any other agent. Therefore, these conditions cannot justify a refusal of the Purchaser to receive the goods or any claim for compensation or price modification.

5.4 PRODUCTION TOLERANCES

 

                 

Band:+/- Tolerances Total Tolerances
+/- 8 mm 

Ʃ16 mm

 

Thickness:

Maximum tolerance + 20.0% + 15.0% + 15.0% +10.0%
Minimum tolerance – 20.0% – 15.0% – 15.0% -10.0%

 

Example:

Ordered thickness 7 µ 20 µ 50 µ 100 µ
  Max. 8.4 µ 23.0 µ 57.5 µ 110.0 µ
  Min. 5.6 µ 17.0 µ 42.5 µ 90.0 µ
  • Corona treatment: 38 dyn for 3 months

 

 

5.5 VALIDATION OF NEW PRODUCTS/SUPPLIER

 

Any initial supplies of new products must be validated through the approval process consisting of filling the “PRODUCT APPROVAL SHEET” in all its parts.

Vopachel S.r.l. will endeavour to provide its products in accordance with the approval of the customer and the technical specifications.

It is the Purchaser’s responsibility to verify the technological suitability to its process and final application of the products supplied by Vopachel S.r.l.

5.6 PHARMACEUTICAL APPLICATIONS

The use of Vopachel products for any application related to European Pharmacopoeia or American USP or any application for medical or equivalent devices is prohibited.

Any requests for products to be used in the pharmaceutical sector must be agreed in writing with the Seller.

  1. PACKAGING AND SHIPPING

Unless otherwise agreed, the Seller shall use its packaging standard in terms of type, size and kind of pallet, quantity of goods for each pallet and protection of the same.

CP1 or Euro pallets, if requested, shall be invoiced at cost. Any special packaging will be charged at cost.

6.1 STORAGE AND SHELF LIFE OF PRODUCTS AS SUPPLIED BY VOPACHEL

It is recommended to use our rolls within 6 months from delivery, to store them in a clean and dry environment at a temperature between 10 °C and 33 °C, with a relative humidity between 40 and 60%, away from direct sunlight or heat sources.

  1. FOOD GRADE PACKAGING

7.1 RAW MATERIALS

On specific request, the Manufacturer can use raw materials that fully comply with food contact regulations (pursuant to Ministerial Decree 21.03.1973, as amended, and to Community Regulations 10/2011 and 1935:2004).

7.2 INTENDED USE

On request, the product may be suitable for the containment of foodstuffs for animal and human use.

The Seller is not liable for defects in the product (e.g. tears, perforations, etc.) resulting, for instance, from incorrect handling, intrusion of substances or external agents, incorrect storage, or other similar actions carried out by the Purchaser.

7.3 TRACEABILITY

The Seller ensures product traceability according to ISO standards through systematic recordings of inbound and outbound materials.

  1. DELIVERY

8.1 In all respects, delivery shall always and in any case be deemed to be carried out at the Seller’s production plant on the day of issuance of the transport and delivery document, even if the goods are to be transported to the Purchaser’s premises or to another place designated by the latter.

The goods always travel at the risk of the party responsible for the transport.

8.2 The delivery terms indicated in the order are not to be considered binding and essential to the interests of the Purchaser, but merely indicative.

Under no circumstances shall the Seller be liable for damages related to the same failing to deliver the goods in due time.

The actual delivery terms may be extended by the Seller for a time at least equal to the delays deriving from:

  • Late delivery to the Seller of raw materials ordered from third parties.
  • Product variations agreed with the Purchaser and more generally delays, slowdowns, suspensions and interruptions of customer-specific processing.
  • Strikes, lock-outs, fires, floods, earthquakes, particularly adverse weather conditions, public authority measures, power outages, machine failures, lack of raw materials or other fortuitous circumstances or force majeure, unless the Seller’s obligation terminates for unforeseeable circumstances.

Should the contract stipulate that the goods are not to be shipped to the Purchaser’s premises or elsewhere, the latter is required to collect them according to the agreed terms.

The Seller shall invoice the goods with terms of payment having effect from the date of collection of the goods or, in the absence of that, from the expiry of the collection term, reserving the right to store the goods in its own warehouse, charging the Purchaser a storage cost equal to 3% of the selling price of the goods for each month or fraction of month of storage connected to the Customer’s delay and/or to ship the goods to the Purchaser’s premises, charging all transport and related costs.

During the storage period, the Purchaser is considered to be in default with the effect that the Seller is not liable for any loss or deterioration whatever the determining cause.

  1. PAYMENT

Late-payment interest Failure to make a timely payment shall oblige the Customer, without the need of a specific request from the Seller, to pay the interest due, which has accrued or is about to accrue, at the rate established by Legislative Decree no. 231/02. Suspension of delivery. Failure to pay or delay in payments entitles the Seller to suspend the delivery of the Products and to terminate the sale, also in the case of multiple contracts. Delivery suspension of sale termination by the Seller in the event of a default by the Customer shall not entitle the latter to any compensation, indemnification or penalty.

Solve et repete” clause. Any claim or complaint concerning the Products and/or times of delivery cannot in any case justify a suspension or delay of the payment.

Place of payment. The place of payment is in all respects the registered address of the Seller whatever the means of payment agreed.

  1. NOTIFICATION OF DEFECTS OR NON-COMPLIANCE. WARRANTY. Expiration terms.

Unless otherwise agreed between the Parties, the Seller warrants that the Products are free from faults/defects only under the following conditions.

  • Obligation of timely, detailed and written notification.

The Customer must notify in writing by fax, registered mail with return receipt or email, directly and exclusively to the Seller, the presence of specifically described faults or defects found in the Products, also to be specified in detail:

  • Before the unloading (with photographic documentation) in the case of visible defects such as spoiled packaging or damage to the goods.
  • Within 3 days from delivery, in the case of visible or easily recognisable defects.
  • Within 15 days from delivery, in the case of hidden or not easily recognisable defects.

Should the Customer fail to notify the defects within those terms, the warranty does not apply.

In any case, the Customer’s warranty action expires 6 months after delivery and always provided that the complaint is notified within the respective term of 3 or 15 days.

No warranty is due in the event that the Customer is aware of defects in the Product at the time of signing the contract and has accepted them.

If the complaint is not communicated in the manner and within the terms of these Conditions, the Products delivered are considered to comply with the provisions of the law and the contractual terms and therefore are deemed to be accepted.

  • Obligation of verification, correct use and proper storage of the goods.

The Purchaser, irrespective of the Seller’s declaration of conformity of the packaging sold according to the applicable regulations and agreed specifications, shall, prior to using them at a commercial or industrial site, verify, through suitable technical control procedures, their compliance with the above regulations and their technological suitability for the intended use. The goods must be stored by the Purchaser at the conditions specified by the Seller in section 6.1.

  • Exclusion of warranty.

The Seller’s warranty shall not apply in any case, with reference to Products sold and the defects of which are deriving from: a) Damage caused during transport; b) Negligent or improper use or storage, due to which the product has been subjected to alterations and in any case has become even partially unsuitable for its intended use. c) Repairs or modifications made by the Customer or by third parties. d) Product alterations (of individual components, colour, printing, etc.) due to exposure to light and/or substances the product has come into contact with and damage caused by handling the product outside the Vopachel plant.

  • Obligation to make available and conserve the products being reported.

If the Customer’s claim is covered by a warranty, the Seller reserves the right, after all verifications deemed necessary and/or appropriate, to replace or repair the Product or defective parts of the Product within 48 working hours of the complaint. In order to allow the Seller to carry out the necessary checks and interventions, the Products being reported must be sent immediately, with a minimum of 5 samples, to the Seller’s premises or any other place indicated by the Seller, at the Customer’s expense unless otherwise agreed.

The Product being reported, in the specified quantity or in the entire quantity of the supply, must be kept available and preserved by the Customer in order to allow the Manufacturer or the insurance company to conduct their checks for the period necessary to carry out investigations and assessments.

  • Warranty restriction on the value of the sold goods.

Even in the case of complaints made by the Customer and accepted by the Seller, the latter shall only be liable for the maximum value of the supplied goods, but in no case shall the Seller be liable for any further direct or indirect damages.

  1. UNFORESEEN IMPEDIMENT CAUSED BY FORCE MAJEURE

Neither Party shall be liable for any partial or total default in the performance of the Contract (other than the payment delays) to the extent that such default or delay is due to force majeure, including, by way of example, natural disasters, wars, riots or other major upheavals.

Should it be impossible for the Seller to perform a contract due to a cause that is not attributable to the latter, deriving from the unavailability of a specific raw material or a suspension of a particular industrial process not connected to a negligent conduct, the Seller shall notify the Customer in writing.

In such a case, the Parties may withdraw from the contract in writing within 8 days of such communication, without any penalty other than the reimbursement of the outlay borne by the Seller or alternatively the parties may agree in writing on the supply of an alternative product or, in any event, on different contractual terms, such as price and delivery terms.

  1. JURISDICTION

The contract is governed by Italian law.

For the settlement and definition of all disputes arising from or connected to these General Terms and Conditions and/or any related contract, the only competent Court shall be the one having jurisdiction over the registered office of the Seller.

  1. PROTECTION OF PERSONAL DATA (Legislative Decree no.196/03).

Pursuant to Art. 13 of Legislative Decree no. 196/03, the Parties declare to have been mutually informed that their personal data shall be subject to the necessary processing (in paper and digital form) for the purposes of entering and executing this contract, with the fulfilment of the legal obligations arising therefrom. The Parties declare to be informed of the categories of subjects to whom the personal data may be disclosed and the rights (access, amendment and cancellation) referred to in art. 7, as well as the identification details of the respective data controllers. The parties commit themselves to the highest confidentiality of personal data (common or sensitive) that they may become aware of, directly or indirectly, voluntarily or accidentally, during the performance of this contract, whatever its nature, technical, economic, commercial or design related. Furthermore, the Parties shall take all appropriate precautionary and protective measures that are in each specific case most suitable to prevent the disclosure, loss, destruction, or corruption of the data.