TERMS AND CONDITIONS
General conditions of sale apply in full to each order and to all our sales, unless otherwise stipulated, which must be expressed and in writing by our Company. The sending or delivery of any purchase order by the Buyer to our Company implies full and unreserved acceptance by the Buyer of the general conditions of sale of our Company, even if not signed by them. These general conditions are shown on our website (www.seminerioselection.it) and in each Order Confirmation Form it is indicated how to download them. They are therefore considered to be known by all Buyers.
1) DEFINITIONS
1.1 For the purposes of these general conditions of sale (hereinafter referred to as the “Conditions of Sale”), the following terms shall have the meaning attributed to them below: “Seminerio Selection S.r.l.”: Seminerio Selection S.r.l with registered headquarter in Via Mazzini n. 1, 40013 Castel Maggiore (BO) Italy; “Customer”: any company, person or legal entity that purchases the Products of Seminerio Selection S.r.l. from the latter; “Products”: the goods sold by Seminerio Selection S.r.l.; “Offer(s)”: each estimate or offer relating to the Products forwarded by Seminerio Selection S.r.l. to the Customer. “Sale(s)”: each sales contract concluded between Seminerio Selection S.r.l. and the Customer; “Brands”: all trademarks of which Seminerio Selection S.r.l. is the owner or licensee; “Intellectual Property Rights”: all intellectual property rights of Seminerio Selection S.r.l.
2) VALIDITY OF THE CONDITIONS OF SALE
2.1 These Conditions of Sale apply to all Sales of Products. In the event of a conflict between the terms and conditions of these Conditions of Sale and the terms and conditions agreed upon in the individual Sale, the latter shall prevail. Seminerio Selection S.r.l. shall not be bound by the Customer’s general conditions of purchase (hereinafter, “CGCP”), not even in the event that they are referred to or contained in orders or in any other documentation originating from the Customer, without the prior written consent of Seminerio Selection S.r.l. The CGCP shall not be binding on Seminerio Selection Sr.l. not even by tacit consent.
2.2 Seminerio Selection Sr.l. reserves the right to add, modify or delete any provision of these Conditions of Sale, it being understood that such additions, modifications or deletions will apply to all Sales concluded starting from the thirtieth day following the communication of the new Conditions of Sale.
2.3 The Customer, by accepting purchase proposals from Seminerio Selection Sr.l. and more generally in any case in which he concludes a sales contract with Seminerio Selection Sr.l., regardless of the form of acceptance, unconditionally accepts and undertakes to observe the general conditions in his relations with Seminerio Selection Sr.l., declaring that he has read and accepted all the indications provided to him, also acknowledging that Seminerio Selection Sr.l. does not consider itself bound to different conditions unless previously agreed in writing.
2.4 These General Conditions apply, insofar as compatible, to all commercial agreements stipulated by Seminerio Selection S.r.l, regardless of their legal qualification.
3) STIPULATING THE SALES CONTRACT
3.1 The Sale shall be deemed concluded when Seminerio Selection S.r.l. sends the Customer a written order confirmation (such confirmation may be sent via e-mail or electronic means) in accordance with the terms and conditions of the Offer accepted by the Customer.
3.2 Sales may not be cancelled or modified by the customer without the written consent of Seminerio Selection S.r.l.
3.3 The variations or modifications made by the Customer to the Offers are not valid and binding for Seminerio Selection S.r.l if (a) they are not expressly highlighted in the text of the Offer and (b) expressly and individually accepted by Seminerio Selection S.r.l in writing.
3.4 The modifications to the Offer accepted by the Customer made by Seminerio Selection S.r.l. in the order confirmation shall be deemed accepted by the Customer if the latter does not notify its dissent within 3 working days of receipt.
4) DELIVERY TERMS
4.1. Delivery terms are indicative and are not essential terms pursuant to art. 1457 of the Civil Code.
4.2 Except as provided in the previous art. 4.1, Seminerio Selection S.r.l will not be held liable for delays or failure to deliver attributable to circumstances beyond its control such as, by way of example and without claiming to be exhaustive: a) inadequate technical data or inaccuracies or delays by the Customer in transmitting to Seminerio Selection S.r.l. 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 planning; d) partial or total strikes, lack of electricity, natural disasters, measures imposed by public authorities, difficulties in transportation, causes of force majeure, illnesses, epidemics, riots, terrorist attacks and all other causes of force majeure; e) any inconvenience related to transport.
4.3 The occurrence of some of the events listed above will not entitle the Customer to request compensation for any damages or indemnities of any kind.
4.4 The delivery of the Products may be suspended following changes in the financial conditions of the customer (art. 1461 of the Civil Code).
4.5 The Customer is obliged to accept delivery of the Products, to verify in advance the accessibility of the means of transport to the place of delivery, to guarantee or obtain permits for the entry and unloading of the Products and to prepare a suitable area for the positioning of the Products.
4.6 In any case in which the Customer refuses or requests a time extension or is not available to accept the delivery or does not make delivery physically possible pursuant to the preceding article, without prejudice to the greater compensability of the damage, a penalty equal to 5% of the price of the Products will be charged to the Customer for each week of delay with respect to the originally scheduled delivery date. The risk of loss of the Products is, in this case, exclusively borne by the Customer. In the event of a delay in accepting the Products exceeding two months, Seminerio Selection S.r.l. will have the right to terminate the contract without the need for notification of non-fulfilment.
4.7 Seminerio Selection S.r.l. reserves the right to make partial deliveries.
4.8 In any other case of delay in delivery exceeding 30 days, the Customer must notify Seminerio Selection S.r.l. in writing, granting Seminerio Selection S.r.l. a term of at least 30 days for the delivery of the Products.
4.9 Except in the case of willful misconduct or gross negligence, Seminerio Selection S.r.l. cannot be held liable for any damages arising from and/or connected to the delay in delivery of the Products. In no event shall Seminerio Selection S.r.l. be held liable for indirect or consequential damages of any kind, such as, for example, losses arising from the Customer's inactivity or loss of profit.
5) TRANSFER CONDITIONS
5.0 The sales contracts are governed, as regards the definition of the respective obligations and risks of Seminerio Selection S.r.l. and the Customer, by the Inconterms 2020 FCA Bologna, without prejudice to the right of Seminerio Selection S.r.l. to indicate a different term in the offer and in the order confirmation. The place of delivery associated with the choice of Inconterms 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 according to the most recent published Price List.
6.2 Prices, unless otherwise specified, must be understood as relating only to the goods and do not include VAT or taxes, duties, taxes of any kind and nature which are the responsibility of the Buyer according to the chosen Incoterms.
6.3 Payments, unless otherwise agreed, must be made in Euros according to the payment terms indicated in the individual contracts. In the absence of an express indication, all sums indicated and due must be considered immediately due. Unless otherwise specified, payment terms must be understood as essential.
6.4 Failure to pay within the agreed time will entitle Seminerio Selection S.r.l. to ask the Customer to pay the overdue interest calculated at the official reference rate of the European Central Bank increased by 8 (eight) points.
6.5 Failure to pay within the established time gives Seminerio Selection S.r.l. the right to suspend delivery of the Products and to terminate each individual and different Sale signed.
6.6 In no case may the Customer suspend or delay payment pursuant to art. 1462 of the Civil Code.
6.7 The case of temporary impossibility of performing the Contract by Seminerio Selection S.r.l does not suspend the payment terms payable by the Customer.
6.8 The Buyer has no right to make any payment compensation.
7) REGULATIONS RELATING TO INCOTERMS, RETENTION OF TITLE AND TRANSFER OF RISKS FROM Seminerio Selection S.r.l. TO THE CUSTOMER
7.1 Any reference to any commercial terms shall be deemed to be made to the Incoterms of the International Chamber of Commerce, in force at the time of conclusion of the sales contract.
7.2 Unless otherwise agreed, even in derogation from the Incoterms commercial term chosen in the contract, the following rules shall apply. The moment of transfer of ownership of the Products from Seminerio Selection S.r.l. to the Customer is that of the full payment of the sums established in the contract. In the event that the supply of Products is subject to split deliveries and payments, ownership of the individual Products shall pass only with the full payment of the entire supply. Until full payment, ownership of the Products shall be of Seminerio Selection S.r.l. with express prohibition by the Customer to transfer or alienate the products until actual full payment.
7.3 Seminerio Selection S.r.l., in the event of termination of the contract, may claim and remove the Products at any time and wherever they may be located.
8) VERIFICATION OF THE QUANTITY AND TYPE OF PRODUCTS
8.1 Any discrepancy between the Products delivered to the Customer and the type and quantity indicated in the Sale must be reported in writing to Seminerio Selection S.r.l. within eight days of the delivery date. If the report is not communicated within the aforementioned deadline, the Products delivered will be considered as compliant with those ordered by the Customer, constituting such behavior as a waiver of any action aimed at its disavowal, also possibly pursuant to art. 1665 of the Civil Code.
8.2 The information and characteristics relating to the Products are available, with the relative Product codes. It is understood that the information on the Products delivered may be different from that reported on the website and/or commercial brochure for reasons not attributable to Seminerio Selection S.r.l. (e.g. changes made by the manufacturer to the Product) therefore it is necessary to always check the label and the information reported on the Product delivered. Seminerio Selection S.r.l. assumes no responsibility for the information provided on the Products by individual suppliers.
9) WARRANTY AND DEFECTS OF CONFORMITY
9.1 In the event of defects of conformity of Products sold by Seminerio Selection S.r.l., the Customer must immediately contact the company in writing at semerioselection@outlook.it . The Customer has the right, at his choice and provided that the type of Product allows it, to restore, free of charge, the conformity of the Product by repair or replacement, or to an adequate reduction in price or to the termination of the contract.
9.2 The warranty will not apply to those Products whose defects are due to (I) damage caused during transport; (II) negligent or improper use of the same.
9.3 In the event of spoiled wine or wine that tastes of cork, the Customer is required to keep the bottle with at least 2/3 of the contents and with its original cork and to report the presumed non-conformity to Seminerio Selection S.r.l. The company will intervene as soon as possible by arranging a free collection in order to carry out an in-depth check and propose the most suitable solution.
9.4 The Customer will lose these rights if he/she does not report the lack of conformity to Seminerio Selection S.r.l. within two months from the date on which he/she discovered the defect, unless it concerns a Product that by its nature is perishable or subject to expiry in a shorter period, in which case the defect must be reported within this reduced period.
9.5 The legal guarantee covers all Products that present a lack of conformity existing at the time of delivery and that becomes apparent within 24 months from the date of purchase (the purchase invoice is valid as proof).
9.6 Without prejudice to what is indicated in the previous art. 9.1 and except in the case of willful misconduct or gross negligence, Seminerio Selection S.r.l. will not be liable for any damage arising from and/or connected to the lack of conformity of the Products. In any case, Seminerio Selection S.r.l. shall not be held liable for indirect or consequential damages of any nature such as, by way of example, losses arising from the Customer's inactivity or loss of earnings.
9.7 In any case, the Customer's right to compensation for damages shall be limited to a maximum amount equal to the value of the Products that present defects of conformity.
10) DISCLAIMER
10.1 Samples of the Products are not for sale and will not be provided unless specifically agreed with Seminerio Selection S.r.l.
10.2 The visual representation of the Products on the website and/or commercial brochure, where available, normally corresponds to the photographic image accompanying the descriptive sheet. It is understood that the image of the Products themselves has the sole purpose of presenting them for sale and may not be perfectly representative of their characteristics and quality but may differ in graphics, color and size. In the event of a difference between the image and the written product sheet, the description of the product sheet always prevails.
10.3 Seminerio Selection S.r.l. does not declare and does not guarantee that the Products comply with: (i) regulations other than the Italian one; (ii) any special use; (iii) any use made in the countries of final destination of the Products.
10.4 Seminerio Selection S.r.l. will never be responsible for the presence in the Products of allergens or substances that may cause intolerances.
10.5 Seminerio Selection S.r.l. promotes the responsible consumption of alcohol and excludes any liability on its part, except in the case of fraud or gross negligence, in the case of purchases made by minors under 18 years of age. By purchasing any alcoholic product, you declare that you are of age as per art. 7 of Legislative Decree 158/2012. Seminerio Selection S.r.l. assumes no responsibility in the case of purchases made by minors under 18 years of age who have declared that they are of a different age.
11) INTELLECTUAL PROPERTY
11.1 The Customer acknowledges that the trademark, and/or other trademarks shown on the Products or connected to the Products supplied, and/or names and distinctive signs of the products and other technical documents relating to them are the exclusive property of Seminerio Selection S.r.l. or of third parties who have licensed them to him.
11.2 Unauthorized use of the trademarks shown on the products or connected to the products supplied, and/or names and distinctive signs of the products and other technical documents relating to them is prohibited. In particular, the Customer is prohibited from reproducing totally and/or partially technical data sheets and/or formulations of the products purchased or viewed, or from exploiting the technical information relating to them for purposes not directly connected to their sale. Furthermore, the Customer is prohibited from communicating news and technical information concerning the products and that could also allow their reproduction. The Customer is also prohibited from canceling or altering the trademarks or other distinctive signs affixed to the Products.
12) EXPRESS TERMINATION CLAUSE
12.1 Seminerio Selection S.r.l. shall have the right to terminate, pursuant to and for the purposes of art. 1456 of the Civil Code, at any time by written communication to be sent to the Customer, the individual Sale in the event of non-fulfilment of the obligations set forth in the articles: 4.5; 6.2; 6.3; 6.4.
13) ASSIGNMENT OF THE CONTRACT OR OF CREDITS
This Agreement, each Sale and any related right or obligation may not be assigned to third parties by the Customer. Seminerio Selection S.r.l. may assign one or all of its credits arising from this Agreement or from any Sale without the prior written consent of the other party.
14) COMMUNICATIONS
All notices, requests, complaints, requests and other communications hereunder must be in writing and sent or sent to Seminerio Selection S.r.l. only by certified email to the following addresses: SEMINERIO SELECTION SRL semerioselectionsrl@legalmail.it
15) PRIVACY POLICY
The data communicated by the Customer necessary for the execution of the contract are processed in accordance with the provisions of EU Regulation 679/2016 and Legislative Decree 196/2003 as amended by Legislative Decree 101/2018.
For information on the use of personal data, Customers must refer to the privacy policy.
16) LEGAL DOMICILE, COMPETENT COURT, APPLICABLE LAW
16.1 Seminerio Selection S.r.l. is legally domiciled at its main headquarter.
16.2 All disputes arising from this contract, including non-contractual disputes, relating to or connected to the same, will be under the exclusive jurisdiction of the Court of Bologna (ITA).
16.3 These Conditions of Sale and each Sale will be governed by Italian law.
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Pursuant to Article 1341 of the Italian Civil Code, the Customer declares to have read and specifically accept the following articles of these General Conditions: 1 (Definitions), 2 (Validity of the conditions of sale), 3 (Stipulation of the sales contract), 4 (Delivery terms), 5 (Transfer Conditions), 6 (Price and payment terms), 7 (Regulations relating to incoterms, retention of title and transfer of risks from Seminerio Selection S.r.l. to the customer), 8 (Verification of the quantity and type of products), 9 (Warranty and lack of conformity), 10 (Exclusion of liability), 11 (Intellectual property), 12 (Express termination clause), 13 (Assignment of the contract or credits), 14 (Communications) 15 (Privacy policy), 16 (Legal domicile, competent court, applicable law).