These general terms and conditions of sale apply in full to each order and to all the sales generated by Artmenu Factory s.r.l. (hereinafter also the Company), except in the case of the drawing up of formal dedicated agreements with terms which expressly depart from the content of this document. The forwarding or consignment of any purchase order by the Purchaser to the Company implies the full and unreserved acceptance by the Proponent of these general terms and conditions of sale, even if not signed by the same.
1. OFFERS AND PRICE LIST UPDATES
The offers and price list updates are to be considered, for all purposes of reason and law, subject and subordinate to the general terms and conditions of sale indicated on the Company's website (www.artmenu.com), and each Offer Confirmation form and/or Price List Update contains indication of the formalities by means of which awareness can be gained of them and they can be downloaded, in such a way these conditions are considered to be accepted and known by all Buyers. These conditions are considered to be accepted by means of conduct implying intent, by forwarding or consigning the Order.
Any order placed by the Purchaser is subject to written acceptance (so-called Order Confirmation) by the Company and implies acceptance of the general terms and conditions as indicated above. The forwarding of the order commits the Purchaser, unless otherwise specified in writing, with regard to the prices, price list conditions and general terms and conditions of sale in force on the date of forwarding of the Order Confirmation.
3. ORDER CONFIRMATION
The Sales agreement shall be deemed to have been concluded and shall become binding on the parties when the Company's Order Confirmation reaches the Purchaser (by certified e-mail, ordinary e-mail, fax message, post, by hand). The Order Confirmation sent by the Company defines and contains all the final and binding conditions and contents of the Agreement, replacing in full the Order sent by the Purchaser. If the Order Confirmation contains additions, limitations or other variations with respect to the Order, the Purchaser’s consent to such variations shall be deemed to be tacitly given unless there is written objection to be sent to the Company within 24 (twenty-four) working hours of receipt of the same. The Order Confirmation and these general contractual terms and conditions shall prevail in any event over any general or special purchase terms and conditions drawn up by the Purchaser. Any term or condition written or formulated verbally originating from contractors, employees of the Company or sales agents should be considered as lacking effectiveness if not reproduced in the text of the Order Confirmation or if not confirmed in writing by the Company.
Any requests for changes or amendments to the Order by the Purchaser are to be considered to be subject to and conditional upon formal approval by the Company and must be received promptly in order to allow the implementation of the related changes also with regard to the organisation and production by the Company of the goods forming the subject matter of the Order. In this event, the Company reserves itself the right to delay delivery times and to amend the financial terms and conditions of sale.
4. PURPOSE OF THE AGREEMENT
The purpose of the agreement is the supply of goods for the quantities specified in the Order Confirmation or in any subsequent amendment forwarded using the formalities indicated above by the Company. The purpose of this agreement does not include samples of material to be inspected and/or tested and information provided in any form or venue for the processing of products.
The Company reserves itself the right to retain one or more of the products supplied - manufactured in excess of the quantities ordered - for advertising purposes, including presentation at trade fairs or exhibitions in the sector; the Purchaser hereby gives his or her consent, nunc pro tunc, to such use, removing all objections.
The prices of the goods to be sold are always understood to be Ex Works (INCOTERMS in force at that time), unless agreed otherwise between the parties. Any payments or instruments made and/or issued to agents, representatives, employees or contractors of our Company, or couriers appointed by us, will not be considered apt to satisfy until the related amounts are - in fact - credited to the Company. The prices applied are those indicated in the price list or in the last offer sent to the Purchaser by the Company, valid at the time of delivery of our products with the application of the respective value added tax, unless otherwise indicated, to be proven in writing in the Order Confirmation or another document originating from the Company.
6. PAYMENT CONDITIONS
Payment will have to be made, unless agreed otherwise in writing, according to the deadline indicated in the Order Confirmation, by bank collection order, bank credit transfer to the bank indicated by our Company, cash on delivery and by direct remittance. Delivery of the goods with transfer of the risk of loss/deterioration of the goods to the Purchaser shall mean the collection of the goods by the forwarder/shipper or the independent collection of the goods by the Purchaser if agreed between the parties.
7. LATE PAYMENTS
In the event of late, failure to or partial payment by the Purchaser, our Company reserves itself the right to immediately suspend the delivery, and/or to terminate all existing agreements with the Purchaser, even if not relating to the payment in question, without prejudice to the right to compensation of the damage. In the event of late, failure to or partial payment, all sums due will accrue default interest calculated in accordance with Italian Legislative Decree No. 231/2001 without the need for formal notice of default, and all the amounts receivable will become immediately due with application of the acceleration clause. No offsetting is allowed between the price due to our Company and any amounts owed to the Purchaser. The Purchaser is obliged to pay the full price even in the event of disputes, applying the "solve e repete” clause.