1. DEFINITION AND SCOPE OF APPLICATION.
These Conditions constitute an integral part of the Purchase Order to which they refer and apply to all sales of INN FLEX S.R.L. products (hereinafter also referred to as the Seller) to another company or different body, either collective or individual (hereinafter also referred to as the Customer). These general conditions of sale prevail over any previous agreements between the Seller and the Customer in relation to the confirmed order. The general conditions of sale are published on the company website www.innflex.it and are therefore considered to be known and approved by the Customer.
2. NEGOTIATION AND CONCLUSION OF THE CONTRACT:
The Customer declares to know the Products produced and traded by the Seller and to consider them suitable for its needs. The offers provided are valid for 30 days from the date of issue, unless a different term of validity is expressly indicated. The offers made by the Seller and received by the Customer in any form are not binding for the Seller and constitute only an invitation to the Customer to submit a formal order.
The Customer must send the order in writing to the Seller directly or through an agent or other intermediary. The order must be complete with all the information necessary to identify the unique correspondence to a valid offer or to a product code already in production. The order will be binding only following the issuance of the order confirmation by the Seller.
2.3 ORDER CONFIRMATION:
The Customer must proceed with acceptance, rejection of the order confirmation within 2 working days from receipt or reporting any discrepancies with the order placed. If the Customer does not communicate anything within this term, the confirmation will be considered tacitly confirmed. For anything that is not specifically indicated in the Customer’s order, the Seller’s technical/quality standards will be applied. Contracts are always understood to be concluded in the place where the Seller has its address for service. The date shown on the Seller’s order confirmation as delivery terms, must be understood as the date of shipment of such goods. Any delay on the part of the Customer, as regards the approval of the printing systems or the shipment of the same, may result in the displacement of the delivery date without any liability falling on the Seller.
2.4 MODIFICATIONS OR CANCELLATION:
The cancellation, partial or total modification of the order must be agreed between the parties, in any case no later than two working days from the date of the order confirmation. Beyond this deadline, the Seller will be entitled to be reimbursed by the Purchaser of all production costs, raw materials and all related matters incurred up to the time of order modification or cancellation of the same.
The prices provided to the Customer are net of taxes and charges, which are the sole responsibility of the Purchaser. The Seller may adjust the prices at any time to include any new tax payable by the Seller, which were not in effect at the time the price was set.
All expenses related to the graphic image such as printing sketches, printing systems, and anything related or required by the Customer for the correct execution of the product shall be borne by the Customer, unless otherwise agreed in writing between the parties. All graphic costs such as changes, art work, layout, typography trademark, and anything else related, incurred by the Seller on behalf and at the request of the Customer, will be invoiced should there be no production follow-up to the order. It is the Customer’s responsibility to prepare graphics that comply with the legal provisions in force in Italy and in all countries where the product is marketed, in particular as regards the indications in the texts and graphics. The Seller is in no way responsible for any violation related to incorrect, inaccurate or misleading information in the texts and graphics and in the event of lack of mandatory information. In the event of violations of this type, the Customer acknowledges to be solely responsible and undertakes to compensate the Seller for any penalties and fines imposed on it.
4.1 INTELLECTUAL AND INDUSTRIAL ARTISTIC PROPERTY:
The Customer is solely responsible for any possible violation of the rights of third parties and, in particular, of copyright and of the rights relating to trademarks, names, designs and patents that he decides to affix on the packaging object of the order, as well as of any reproduction of the shape and appearance of the product of others. The Customer guarantees to hold the Seller harmless from judicial, legal and liability effects towards acts and actions of third parties who claim the violation of these rights.
5. PRODUCT EXECUTION:
The order will be managed by the Seller who has is entitled to contact subsidiaries and external suppliers for the partial or total execution of the product.
5.2 RAW MATERIALS:
Unless otherwise agreed in writing, the Seller may choose and use the materials and production processes most suited to him, provided that the final product conforms to the specifications agreed with the purchaser.
5.3 QUALITY OF PRINT:
Print quality must comply with suitable commercial quality with respect to shade tolerances.
Unless otherwise agreed and reported in writing on the order or specifications of the requested product, the Seller will be required to use standard inks. It will therefore not be required to guarantee a particular resistance to light for printing inks and will not be in any way responsible for any variation in shades over time as a result of exposure to light of any kind or any other agent; therefore, they cannot justify either a refusal by the purchaser to receive the goods or a request for compensation or modification of the price. The evaluation of the quality, relative to the tone of the colours chosen for the graphics, even when expressed in Pantone number, RAL (or other references), must take into account the real possibilities of reproduction or the technological limits of flexographic printing and the printability of the supports used, which can affect the final result as well as the updating of the Pantone range (Pantone swatch) which vary from lot to lot.
5.3.1 PRINT APPROVAL:
The Seller will ask the Customer to sign the print test or typography trademark for approval of images, shades, texts and so on. The approval of the Customer exempts the Seller from any liability. The print draft or the typography trademark is considered accepted by tacit approval if, following the period between the sending of the draft and the moment of production, the Customer has not given any information in this regard. In the event that the Customer’s needs involve some last minute changes, causing the remake of the print job or a stop on the production line, the Seller is entitled to request reimbursement of all additional costs as well as to postpone the delivery date with respect to what has been agreed in advance. In the event that the Customer considers the colour tone to be particularly important, it will agree with the Seller to attend the first print run for approval of the same. At the time of printing approval, the Pantones or colour shades will be checked on a white background; in the event that they undergo variations deriving from subsequent processing such as coupling with other materials, the Seller will not be held liable.
5.3.2 MANUFACTURER LOGO:
The Seller is entitled to place its trademark as well as any other symbol or reference code in order to identify the product in the traceability process in compliance with the regulations in force, on the packaging in a discreet position.
5.4 PRODUCTION TOLERANCES
5.4.1 THICKNESS TOLERANCES:
The thickness and weight tolerances for plastics used in the manufacture of flexible packaging are set as follows:
LDPE up to 60 μ ± 15%;
LDPE from 61 μ to 100 μ ± 13%;
LDPE from 101 μ to 140 µ ± 12%
LDPE from 141 μ to 160 µ ± 10%
LDPE from 161 μ to 200 µ ± 8%
ALU – OPP – PET – OPA ± 10%
5.4.2 DIMENSION TOLERANCES:
The Purchaser will accept the following tolerances according to UNI ISO 8367 standards.
|Tipo Prodotto||Bag 4 Welds||Box/Stand Up Pouch||Laminated reels||Industrial Bag||LDPE reels|
|Width Facade||± 5 mm||± 5 mm||± 5 mm||± 10 mm||± 5 mm|
|Lenght Bag/Print pass||± 10 mm||± 10 mm||± 3 mm||± 10 mm||± 10 mm|
|Bellows Width||± 5 mm||± 5 mm||± 5 mm|
5.4.3 QUANTITY TOLERANCES:
For all products, the Seller may deliver quantities that differ from those ordered by the Customer based on the following table of tolerances.
|Product type||Bag 4 Welds / Stand Up Pouch / Industrial Bag||Box Pouch||Reel Qty.||Reels|
|< 5.000 pcs||± 30 %||≤ 300 kg||± 50 %|
|5.001 – 10.000 pcs||± 20 %||± 60 %||301 – 500 kg||± 35 %|
|10.001 – 25.000 pcs||± 15 %||± 40 %||501 – 750 kg||± 25 %|
|25.001 – 50.000 pcs||± 10 %||± 25 %||751 – 1.500 kg||± 20 %|
|50.001 – 100.000 pcs||± 7 %||± 15 %||1.501 – 3.000 kg||± 15 %|
|> 100.000||± 5 %||± 10 %||3.000 kg||± 10 %|
5.4.4 QUALITY TOLERANCES:
Critical qualitative non-conformity means a substantial defect that makes the product very difficult or impossible to use; the minimum quantity limit (in pieces or kg) for the purpose of opening this type of non-compliance is equal to 1% of the quantity delivered. Non-critical non-compliance means a non-substantial defect that does not affect the use of the product; the minimum quantity limit (in pieces or kg) for the purpose of opening this type of non-compliance is 5% of the quantity delivered. No objection will be accepted below these quantitative limits.
6. PACKAGING AND TRANSPORT:
Unless otherwise agreed, the Seller will use its own packaging standard as far as type and size are concerned. Any special packaging must be specifically requested and any higher cost will be charged to the Customer.
7. INTENDED USE:
The Seller cannot be held responsible for any defect caused by incorrect handling or storage of the product and unsuitable subsequent processing.
The traceability of the product is guaranteed in compliance with the BRC IOP standard.
To all intents and purposes, delivery is always intended on the day of issue of the transport document even in the case of DAP return. Unless otherwise agreed in writing, the delivery terms must not be considered mandatory and essential in the interest of the Customer and therefore may be subject to variations. Under no circumstances may the Seller be subject to penalties for delay in delivery or required to pay compensation for damage for not having delivered the goods promptly.
If the goods are not to be sent to the Customer’s home or to another place designated by it, the Customer is required to collect them within the agreed terms. If the Customer does not collect the goods within 3 days from the agreed term or more than 3 months from the communication that the goods are ready, the Seller may invoice the goods and may charge the storage cost equal to 3% of the price for each month of storage. Any terms of warranty and/or duration of the product start from the invoice date.
Failure to promptly pay within the deadlines causes the Customer to accrue, without the need for a specific request from the Seller, the obligation to pay default interest, overdue and due, at the interest rate established by Legislative Decree no. 231/02. Failure to pay or late payment entitle the Seller to suspend delivery of the Products and to terminate the Sale, even in the case of multiple contracts. The suspension of the delivery of the Products or the termination of the Sale, made by the Seller in the presence of breach of contract by the Customer, does not entitle the latter to compensation or penalty of any kind. Any complaint relating to the Products and/or the delivery times of the same cannot in any case justify the suspension or delay in payment by the Customer. The place of payment is to all intents and purposes the Seller’s address for service, regardless of the agreed means of payment. Checks and other titles are accepted subject to payment.
10. REPORT OF DEFECTS OR DIFFERENCES. WARRANTY.
Unless otherwise agreed in writing between the parties, the Seller guarantees that the Products are free from defects/faults only under the following conditions.
The Customer must report in writing to the Seller the presence of specifically described defects or faults of the Products, which must be indicated in detail:
- within 3 days of delivery, in case of obvious or easily distinguishable defects;
- within 15 days of delivery, in case of hidden or not easily distinguishable defects.
The Customer loses the right to the guarantee if it has not reported the defects within these terms. In any case, the Customer’s warranty action expires within one year of delivery and always on condition that the complaint has been made within the terms. Furthermore, no guarantee is due in cases where the Customer was aware of defects/faults in the Product at the time of conclusion of the Contract. Furthermore, the Customer, regardless of the declaration of conformity of the packaging sold with the regulations in force and with the agreed specifications, before using them in commercial or industrial premises, must verify, by means of suitable technical control procedures, compliance with the aforementioned standards and technological suitability for the purpose for which they are intended.
If no non-conformity with these regulations or specifications emerges from the Customer’s verification or, if non-conformity emerges but it is not reported by the latter in writing within eight days to the Seller, the Seller is exempt from any guarantee and liability towards the Customer. Also in derogation of art. 1745, first paragraph, of the Italian Civil Code, Customer complaints must be made in writing exclusively to the Seller
The goods must be stored by the Customer under the conditions specified by the Seller. If these conditions are not indicated, the goods must be stored under the following conditions:
- Temperature not lower than 10°C and humidity not higher than 75%
The warranty is not valid under any circumstance and claims are not allowed with reference to Products whose defects are due to the following:
- Damage caused during transport if made ex works:
- Negligent use or storage, improper repairs or modifications made by the Customer or by third parties;
- Aesthetic or structural alterations of the product due to the effect of light and/or substances with which it comes into contact after the sale.
If the complaint is not communicated in the manner and within the terms envisaged in these conditions, the Products delivered are considered compliant and accepted.
In any case, the Customer cannot make any claims or warranty rights if the payment has not been paid under the agreed conditions and terms. In the event of a complaint, the product with flaws/defects must be kept available for checks by the manufacturer or by the insurance body in charge, for a period necessary to carry out investigations and assessments. Even in the case of complaints accepted by the Seller, the latter is liable limited to the value of the goods supplied, in no case the Seller is required to compensate the purchaser, neither direct nor indirect.
11. IMPOSSIBILITY DUE TO FORCE MAJEURE:
Neither party will be liable for any delay in performance under the Contract (other than for late payment) to the extent that such defaults or delays are caused and occur beyond the reasonable control of the party and occur through no fault of its own or negligence, including, by way of example natural disasters, wars, riots or other major upheavals. Should it prove impossible to execute the Contract due to the unavailability of a specific raw material or the suspension of a particular industrial process, the parties undertake to examine and agree on the supply of an alternative product whose price will be revised based on the new composition of the product. In this case, both parties retain their right to withdraw from the Contract.
The Contract is governed by Italian law. For the resolution and decision of all disputes arising from or connected to these General Conditions and/or to any single Contract connected to them, the Court of Udine has exclusive and binding jurisdiction.
13. PROTECTION OF PERSONAL DATA (Reg. EU 2016/679 GDPR).
In compliance with art. 13 of reg. EU 2016/679 (GDPR), the parties declare that they mutually inform the other party that their personal data are subject to necessary processing (paper and computerised) for the purpose of entering into and executing this Contract, with the fulfilment of the civil obligations deriving from it. They declare that they have been informed about the categories of subjects to whom the personal data may be communicated and about the rights (of access, rectification and cancellation), as well as of the identification details of the respective data controllers. They mutually undertake the utmost confidentiality of personal data of which they may become aware, directly or indirectly, voluntarily or accidentally, in the execution of this Contract, whether they are common or sensitive and in any case of any nature, be it technical, economic, commercial or project-related, also adopting, reciprocally, the precautionary and protective measures on a case by case basis suitable to prevent the disclosure, loss, destruction, damage of such data.