FRAMEWORK AGREEMENT
Conditions of Sale for the marketing of agricultural products and foodstuffs per Legislative Decree no. 198/2021
1 - MANUFACTURER AND PRODUCT NATURE
ACETAIA GUERZONI SRL with registered office in Concordia s/Secchia (MO), Strada Provinciale per Mirandola n. 66, VAT No. 03705300360, offers for sale the following products: Balsamic Vinegar of Modena IGP, Balsamic Vinegar of Modena PDO, Saba, Mosto Cotto, Wine Vinegar, Condiments, Grape Pudding, and related products, all of which can be classified as NON-PERISHABLE.
Summary information on the essential and nutritional characteristics of each product is available and can be viewed on the website www.guerzoni.com and for the American market at www.guerzonivinegars.com
2 - PRICE AND QUOTES
The price of each product is agreed between ACETAIA GUERZONI SRL and the Customer and in any case, cannot exceed the corresponding price indicated on the website www.guerzoni.com or www.guerzonivinegar.com
The Quote issued by ACETAIA GUERZONI SRL at the request of the Customer is valid for 3 (three) working days.
The prices indicated in the Quote are to be understood as excluding VAT, unless otherwise expressly stated in writing. The reference currency for all transactions is the Euro (EUR).
3 - ORDERS
Any purchase order made by the Customer, whether oral or written, has the value of a contractual proposal.
The Order Confirmation – Proforma invoice sent by ACETAIA GUERZONI SRL and received by the Customer has acceptance value and determines the conclusion of the contract, which is followed by the execution of the order received by ACETAIA GUERZONI SRL and the payment of the product by the Customer in the terms referred to in point 5 below.
Any changes subsequent to the conclusion of the contract shall be agreed upon in writing.
4 - DELIVERY METHODS
The product’s transport shall be the responsibility and at expense of the Customer, with its collection at ACETAIA GUERZONI SRL.
Upon the Customer’s request, ACETAIA GUERZONI SRL may arrange the product’s transport, charging the Customer the relative amount.
In any case, all risks related to the product are transferred to the Customer from the moment of signing the transport document (DDT) by its agents or by the carrier identified by ACETAIA GUERZONI Srl.
Should the Customer fail to collect the product within 1 (one) week from ACETAIA GUERZONI SRL’s declaration of readiness, the Customer shall be charged the logistical costs, equal to 15 (fifteen) EUR/pallet per month.
5 - PAYMENT METHODS
Customer payments can be made by bank receipt, bank transfer, cheque, cash, credit card or via the web link.
The terms of payment of the price, as established by Legislative Decree no. 198/2021, are as follows.
Contracts with delivery on a non-periodic basis: within 60 days, starting from the delivery date or from the date when the amount to be paid is established, depending on which of the two dates is later.
Contracts with delivery periodically: within 60 days, starting from the end of the agreed delivery period in which the deliveries were made (which in any case cannot be longer than one month), or from the date when the amount to be paid for the delivery period in question is established, depending on which of the two dates is later.
In case of non-compliance with the payment terms, the statutory default interest is due, as provided for by Legislative Decree no. 198/2021.
6 - LEGAL GUARANTEE OF CONFORMITY – COMPLAINTS
The products sold by ACETAIA GUERZONI SRL are covered by the warranty for defects referred to in Articles 2403 et seq. of the Italian Civil Code
Any complaints, of any nature, including processing returns, packaging, product quality, etc., shall be submitted by the Customer no later than 8 (eight) days after delivery of the product.
In any case, the return of the goods shall be free of charge.
7 - FORCE MAJEURE
Each Party shall not be liable for any breach of this Agreement should the breach be caused by natural disasters, riots, national strikes, fires, or other unforeseeable events beyond the control of the Party that suffers it. In the event of a case of force majeure, the Party whose performance is rendered impossible shall adopt solutions to remedy, or at least limit, the consequences of the case of force majeure. The occurrence and termination of force majeure shall be promptly reported in writing by the Party whose performance is rendered impossible.
The Party invoking force majeure shall, in any event, prove: (a) that the impediment is beyond its reasonable control; (b) that the event could not reasonably have been foreseen at the time of confirmation of the order; (c) that the effects of the impediment could not reasonably have been avoided or overcome.
8 - DURATION AND TERMINATION
This Framework Agreement has a duration of 12 (twelve) months starting from its signature date. Upon expiration, it is renewed for the same period, unless cancelled by certified email or registered letter with a return receipt providing 30 (thirty) days’ notice.
In the event of renewal, ACETAIA GUERZONI SRL and the Customer may terminate this Agreement at any time, providing 30 (thirty) days’ notice to the other Party by certified email or registered letter with a return receipt.
9 - APPLICABLE LAW AND DISPUTE MANAGEMENT TOOLS
This Contract is governed by Italian Law.
In the event of a dispute between ACETAIA GUERZONI SRL and the Customer arising from or in connection with this Framework Agreement, said Parties shall resort to an attempt at conciliation at the relevant service provided by the Chamber of Commerce of Modena. In the event of failure to reach an agreement, should the Parties contact the Ordinary Judicial Authority, the jurisdiction shall be the Court of Modena.
