General Sales Agreement

Legal Notices

Conditions valid for all countries except UK, Italy, Germany & Ireland

General Conditions of Sale

1. Scope and Application of the General Conditions of Sale
1.1. The terms and conditions set forth herein (‘General Conditions of Sale’) apply to all transactions regarding the sale of products (‘Products’) supplied by AMB Spa (‘AMB’ or ‘Supplier’) to its customers (‘Customers’).
1.2. These General Conditions of Sale shall find exclusive application and shall prevail on and overrule any other prior terms or agreements between the Supplier and the Customer with regard to the relevant order confirmation by the Supplier. Conflicting or divergent terms of purchase or other restrictions of the Customer will not be accepted unless and to the extent the Supplier has given express written consent thereto in each individual case.
1.3. The General Conditions of Sale are provided in writing or are available on our website and the Customer is therefore deemed to have full knowledge thereof.

2. Conclusion of the contract
2.1. A sales contract (‘Contract’) is deemed to have been entered into and hence AMB’s obligation to fulfill the order shall become binding after the Customer has received a written confirmation thereof (‘Order Confirmation’) or – if earlier – the relevant invoice has been issued by AMB or the Products have been delivered to the Customer, either in whole or in part.
2.2. These General Conditions of Sale are deemed to be fully accepted by the Customer whereby the latter places an order (‘Order’), under any form, to AMB or it accepts the delivery of the Products, either in whole or in part, or it performs an advance payment on future deliveries.
2.3. Any offers or quotations made by AMB in whichever form and which have become known to the Customer are not considered binding upon the Supplier and merely constitute an invitation to the Customer to place an Order. All quotations issued by the Supplier are revocable and subject to change without notice until the Contract is entered into between the parties.
2.4. Customer’s Orders are not binding until accepted by AMB in compliance with the above article 2.1. AMB shall be entitled to refuse an Order without indication of its reasons and without being liable for any indemnity or damages towards the Customer.
2.5. The written Contract shall be exclusively binding and authoritative as per the terms and conditions thereof. Any amendments and additions to the terms and conditions contained therein require AMB’s confirmation in writing. To the exemption of our managing directors and employees specifically authorized thereto, there are no other people and/or employees who are authorized to enter into any agreements deviating therefrom. The transmission via telecommunication, including but not limited to via fax or e-mail, fulfils the requirement of the written form, if a signed copy of the respective declaration is transmitted.
2.6. Details regarding the Products contained in our brochures, price lists, catalogues and our offers (including, without limitation, weights, dimensions, tolerances and technical data) as well as our descriptions of the same (including, without limitation, drawings and pictures) are only approximately authoritative, unless the parties expressly agree that a use for the contractually intended purpose requires an exact conformity. All that is represented within such illustrative material and the offers does not constitute a declaration of guarantee with respect to quality, but mere descriptions and characterizations of the goods and services. Models or samples are illustrative material and are provided without assuming any legal obligation and without creating any binding obligation with regard to such models or samples.
2.7. Any possible deviations customary in the industry and changes that are implemented due to regulatory requirements or which represent technical improvements are permitted as long as they do not affect the usability of the relevant good for the contractually intended purpose.

3. Prices, payment terms, invoices
3.1. AMB will issue an invoice corresponding to the price of the Products upon their actual delivery or, at its discretion, to multiple Orders and hence deliveries made to the Customer.
3.2. Unless agreed otherwise, our prices are quoted in Euros and are deemed to exclude insurance costs whereby they include normal packaging; where requested by the Customer, Pallets will be charged separately, and specific regulations regarding the same shall apply as per the following article 5. The costs relating to any agreed upon and/or prescribed inspection of the Products upon delivery shall be charged to the Customer. Unless provided otherwise the total price as indicated within the Order Confirmation is stated net of any possible duties and any other sales tax. Such duties and taxes, depending on the applicable tax legislation from time to time, shall be charged to the Customer upon issuance of the relevant invoice.
3.3. AMB shall be entitled to adapt its Product prices in case of increases or decreases related to manufacturing costs, e.g. changes concerning the cost of production material or raw material prices, which may occur after the conclusion of the Contract up to the delivery of the Products deemed beyond the control of the Supplier and which were not predictable at the time of the conclusion of the Contract.
3.4. Unless the invoice states otherwise, payments shall be due within 30 days from the date of invoice.
3.5. The Customer shall perform payments so that the due amount is credited to AMB’s bank account as indicated; the Customer shall not be entitled to withhold any discounts or deductions, nor to offset any counterclaims or payments whatsoever against the Supplier.
3.6. Failure by the Customer to pay even one single invoice shall cause the withdrawal of any beneficial terms of payment in its favor, thus entitling the Supplier to claim the immediate outright payment of all and any of its credits towards the Customer.
3.7. Failure by the Customer to pay even one single invoice shall entitle the Supplier to cancel any existing Contract with the Customer pursuant to article1456 of the Italian Civil Code and to suspend the execution of any supply and/or delivery of Products, without prejudice to the Supplier’s right to claim full compensation for all and any damages resulting from the Customer’s default or late-payment. Any delays in the execution of Orders or deliveries determined by previous production stoppage caused by the Customer’s missed payments shall not constitute breach or non-fulfillment of the Supplier’s obligations.
3.8. In the event of late payments by the Customer, the Supplier shall be entitled to charge a default interest at the rate provided for under the Italian Legislative Decree no. 231/2002 – i.e. in the amount of 8% p.a. above the ECB base rate or at the amended rate – in addition to any penalties due under the applicable law or the Contract together with the reimbursement of costs incurred into for the collection of overdue payments (including, without limitation, any reasonable legal fees, expert fees, court fees and other expenses incurred into due to litigation). Any payment delay by the Customer will result in its automatic default.
3.9. AMB shall be entitled to assign its rights towards the Customer to third parties, such as, by mere way of example, debt collection agencies, credit institutions, factoring companies. Any conflicting terms shall not be deemed valid.
3.10. Any claim whatsoever regarding the formal regularity of the invoice must be notified to the Supplier within three (3) days from the receipt of the relevant invoice. Once this period has expired, the Customer shall be deemed to have accepted the invoice. If the Customer does not receive the invoice, it must immediately request it from the Supplier and shall not be entitled to invoke such circumstance to suspend or delay payments at the agreed upon dates.
3.11. The Customer may not withhold nor delay its payment when due on the grounds of lack of quality or defects or unsuitability for use of the delivered goods and it may not raise any claims nor undertake any action whatsoever to assert its claims against the Supplier unless it has first paid such delivery in full, provided nonetheless that the conditions are met in accordance with the applicable law and the Contract.
3.12. In the event the Customer fails to perform payment when due, or in case of partial payment, the Supplier may in any case withhold any advance or partial payment performed by the Customer by way of penalty.

4. Deliveries and time of delivery
4.1 All deliveries shall be EXW (Incoterms 2010) our factory or distribution warehouse, unless a different delivery term is agreed upon, costs thereto connected being borne by the Customer. For the purposes of these General Conditions of Sale, in the event that delivery is not to take place at the Customer’s premises then the delivery is intended to have occurred when the goods are made available at AMB or at the place or third party’s premises agreed upon with the Customer.
4.2 Where the Customer is in default regarding the acceptance of the goods, the risk shall pass to the Customer upon our notification (to be made in whichever form, either verbally or per email, fax, etc.) that the goods are ready for dispatch or pickup This applies irrespective of whether or not dispatch takes place at the place of performance and of which party is to bear the transportation costs.
4.3 Only upon explicit request by and at the cost of the Customer, we shall ensure the shipment against theft, breakage, transport damage, fire and water damage or other insurable risks.
4.4 Partial deliveries of Products indicated within the Order Confirmation shall be permitted upon AMB’s sole discretion and may be invoiced separately unless the Customer is able to prove that the partial delivery may not be used by it for the contractually stipulated purpose; if so, then the Customer shall be entitled to withdraw from the entire Contract.
4.5 Where the Customer is in default regarding acceptance (and/or lack of pickup and/or lack of acceptance), delivery shall be deemed to have taken place and AMB shall be entitled to invoice such delivery and payment terms shall apply pursuant to the above article 3. Where the Customer is in default regarding acceptance, AMB shall be entitled to claim storage cost in the amount of 0.25 per cent of the invoice value of the delivery items to be stored for each full week of default, maximum, however, in the amount of 5 per cent of the invoice value.
4.6 Where delivery of goods or services is agreed in the form of call orders or blanket orders (multiple delivery contracts), the Customer shall, unless otherwise agreed in any single case, call and take delivery of the whole contractual quantity or the remainder thereof at the latest upon three months following the first partial delivery. Where the Customer is in default regarding acceptance, AMB shall be entitled to deliver, in whichever form, the remaining contractual quantity at the cost and risk of the Customer and to invoice the same.
4.7 Deviations caused by production or material between the quantity supplied and the quantity ordered of up to 10 per cent for Order related production and up to 20 per cent for small orders (up to 10’000 m2 or up to 1 ton) shall be deemed permissible under the terms of the Contract. Furthermore, for printed composite polymer films the following deviations caused by production or material between the quantity supplied and the quantity ordered are permissible:
<= 5.000 m2 -50% /+ 50%
<= 20.000 m2 -25% /+ 25%
> 20.000 m2 -10% /+ 10%
4.8 Unless a delivery date is explicitly agreed as binding within AMB’s Order Confirmation, any agreed delivery dates shall be of indicative nature only. In the event of delay, AMB undertakes in any case to put in place its best endeavours in order to perform the delivery in the shortest time possible, giving communication thereof to the Customer.
4.9 The agreed upon delivery date shall be indicated within the Order Confirmation. When a delivery period is indicated (e.g. 30 days) this shall commence with the date of our Order Confirmation, however not until all technical details have been clarified. The same applies to delivery deadlines. The dispatch date is crucial for the observance of ex works delivery times and delivery deadlines.
4.10 If AMB is prevented from fulfilling its delivery obligations due to force majeure as per article 11, the delivery time is extended by the period of the hindrance until the event beyond its control has ceased. If it becomes impossible or unreasonable for AMB to perform the delivery, AMB shall be entitled to withdraw from the Contract, without the other party being entitled to any claim or damage whatsoever; the Customer shall be entitled to the same rights if accepting the goods is unreasonable as a result of the delay.

5. Packaging/PALLET
5.1. If Products are shipped in reusable packaging owned by or at any rate available to AMB (e.g. Pallets), the Customer shall store and keep said packaging in good state and well-preserved, thus storing it appropriately, clean and undamaged and ready to be collected by AMB, or on behalf of AMB, upon the simple request of the Supplier.
The Customer shall nonetheless be held liable for any loss or damage to the packaging in its possession belonging to the Supplier or to be returned to the Supplier.
5.2 Europallets have to be exchanged concurrently with serviceable Europallets upon delivery. We accept only exchangeable Europallets meeting the classifications A, B and C according to UIC Codex 435-2/-4.
5.3 The count and the return of the packaging that has been delivered by the Supplier must occur within three months from the end of the relevant month of delivery. Failure to return or – in the event of a serviceable exchange – failure to return an equal number of packaging, or packaging having been excluded for not being in good condition upon AMB’s sole discretion, will result in the Customer being charged at the cost price of the respective pallets.

6. Retention of Title
6.1. The Supplier shall retain title on the delivered Products until they are paid in full by the Customer, i.e. including all secondary costs such as, by mere way of example, interests, charges, expenses, etc. The ownership of the Products therefore remains solely with AMB until all sums owed by the Customer are paid.
6.2. At any event, the risk of loss, theft, damage or deterioration of the Product shall be transferred to the Customer upon delivery of the Product itself, and therefore in case the Product is lost, stolen or in other way damaged in the course of the contractual relationship, the Customer will still be required to pay the Supplier all amounts due under the Contract as if the event had not occurred, thus excluding any provision to the contrary.
6.3. Without prejudice to what is provided for under the following article 6.10 Customer is prohibited from selling, donating, exchanging, disposing of or otherwise assigning, or at any rate granting third party use, pledging or in any other way altering or creating liens or assignments of title as securities on the relevant good subject to the reservation of title. Any breach thereof constitutes legal grounds for Contract termination pursuant to article 1456 of the Italian Civil Code.
6.4. The risk – also in case of accidental events, Acts of God or force majeure – transfers to the Customer upon delivery of the Product. The Customer must inform AMB immediately in the event that the property subject to the reservation of title is seized by a third party or in case it undergoes any enforcement procedure or if the Products are at any rate removed or transferred to any other place or location independently from the Customer’s will. The Customer shall bear all costs for reversing such seizures or removals and reacquiring the Products supplied by AMB.
6.5. In the event the Customer is in default with its payments of the Product price, even if non-payment is only partial, the Contract will be immediately terminated, without the need of a Court ruling, pursuant to article 1456 of the Italian Civil Code. In such cases as well as in all events of termination for breach of Contract by the Customer, the Supplier shall be entitled to the immediate return of the goods sold.
6.6. All and any sums received by the Supplier shall be retained by way of penalty, regardless of the actual level of damage suffered, without prejudice to compensation for further damages.
6.7. In the event of even a single default by the Customer, should the Supplier not intend to avail itself of the immediate termination clause it shall nonetheless be entitled to obtain the immediate payment of all and any balance due, without the Customer being entitled to any extension of the payment period.
6.8. In case the payment is to be settled prior to the delivery, the relevant delivery may be suspended by the Supplier until all outstanding claims arising from the business relationship with the Customer have been settled in full.
6.9. The Customer shall be bound to store and label the goods subject to the reservation of title separately. At its own expense, the Customer shall insure the goods subject to the reservation of title against fire, damage caused by water, burglary and theft. Upon request by AMB, the insurance policy and payment receipts must be submitted to it for inspection. The Customer hereby declares to assign in advance to AMB, which accepts, all rights to present its claim under the insurance policy.
6.10. The Customer shall be entitled to sell the goods subject to the reservation of title in the normal course of business, provided the Customer by way of security h ereby assigns to us, in full, all claims arising from the resale or based on other legal grounds which relate to the goods subject to the reservation of title. AMB hereby authorizes the Customer to exercise all rights in its own name but for its account. Upon AMB’s request, the Customer shall disclose the assignment and provide AMB with the information and documentation to exercise such rights and hence collect the accounts receivable.
6.11. If the goods subject to the reservation of title are combined with other items, the reservation of title shall continue to apply with respect to the newly created item. AMB shall thereby acquire a co-ownership share in the ratio of the value (invoice value) of the goods subject to the reservation of title to the value of the other combined items or to the value of the entire newly created item should such criteria find to be inapplicable. Despite AMB’s ownership or ownership share, the Customer shall keep the newly created item in safe custody, free of charge.
6.12. The Customer shall be obliged to assist with all measures (e.g. registration) necessary for effecting the reservation of title or rights in substitution of a reservation of title, and to assist AMB in the safeguarding of such rights.
6.13. Without prejudice to the generality of the foregoing, should the implementation of a more extensive or more advantageous retention of title clause with respect to the Supplier be permitted by the domestic legislation of the country in which the goods are situated (such as, by way of example, as to the assignment of priority over the Customer’s other creditors in the proceeds of sale and/or with regard to its interpretation, execution or enforceability) then the Customer shall, upon our request, implement such clause.
6.14. In the event that the law applicable in the country, in which the object of the delivery is located, does not permit the agreement of a reservation of title, or does so in a limited form or requires further fulfilments (e.g. registrations) for its effectiveness, the Customer is required to execute all and any measures deemed necessary in order for the Supplier to enforce its ownership rights or nonetheless any other right deemed compatible with the economic ratio underlying this clause.

7. Acceptance and claims

7.1. Within seven (7) working days from the delivery, the Customer must carefully examine the delivered Products and verify that they are free from any external or otherwise visible defects or lack of conformity, in which case it must notify AMB within the same period in writing of any detected lack of conformity in the same (so-called apparent defects).
7.2. In case of hidden defects a written complaint must be submitted to AMB without delay within seven (7) days from the detection of the defect and at the latest within three (3) months from the date of delivery of the Products.
7.3. The Customer’s failure to comply with the terms and conditions described at the above articles 7.1 and 7.2 for the submission of complaints will amount to the forfeiture of its right to claim any lack of conformity of the Products. The burden of proof regarding the existence of the defect lies with the Customer.
7.4. Any claim of the Customer regarding the existence of defects is subject to a limitation period of one year to be calculated from the delivery of the Product.
7.5. The Customer shall give AMB immediate opportunity to assure that the defect exists, in particular and at AMB’s request it shall provide the Supplier with the rejected Products or samples thereof.
7.6. If an inspection of goods or an initial sample testing has been agreed, the notification of all those defects that the Customer should have determined upon a careful inspection or initial sample testing shall be excluded.

8. Warranty
8.1. AMB is only liable to the Customer for the proper execution of the Order Confirmation in accordance to the instructions/specifications of the Customer’s Orders. Should the Products not meet such warranty, AMB will at its sole discretion and provided that the Customer has presented a justified and orderly notice of the defects pursuant to art. 7 above within the time-limitations set out therein, rectify the defects when acknowledged within a reasonable period thus repairing or replacing the Products without charge, or allow for the Customer to return the Products thus providing for a refund at the original invoice price. For a refund to take place, goods must be intact and in perfect hygienic conditions. To this effect AMB’s obligation shall be limited, upon its sole discretion, either to repairing or replacing the Products or accepting the return of the Products with a price refund. In the event that the Supplier decides to repair or replace the goods, it shall bear all the necessary costs for such remedy, such as transport expenses, labour costs and costs for material, except for any increases of costs due to the fact that the goods are delivered to another place than the place of performance.
8.2. Any other refund or compensation of damages is hereby excluded.
8.3. The quality of the goods is exclusively determined by their ordinary use or by their conventional use. Any other characteristic is not covered by any product quality assurance.
8.4. In particular, AMB does not make any express or implied warranty of any kind with regard to the merchantability of the Product or its fitness for any particular purpose, application and/or specific or other manufacturing process.
8.5. The Customer hereby declares to release the Supplier from all and any responsibility for any damage to things or persons which may derive from the incorrect use and positioning of the materials, i.e. activities which lie outside the sphere of action of the Supplier and with regard to which the Supplier undertakes no obligation either towards the Customer nor towards third parties.
8.6. The Customer acknowledges that the Product is valid for 6 (six) months from the date on which it is produced, provided that appropriate transport and storage conditions are guaranteed.
8.7. Unless agreed upon otherwise, any technical advice or assistance provided by AMB with respect to technology is not covered by any warranty. The Customer is therefore not released from the obligation to inspect the supplied Products with regard to their fitness for use and for their intended use, processing and application.

9. Limitation of Liability
9.1. To the extent that this does not conflict with compulsory legal provisions and without prejudice to liability for willful misconduct or gross negligence of the Supplier, any and all express or implied warranties not provided for within these General Conditions of Sale are expressly excluded.
9.2. Within the limits set out under the above article, the Supplier shall not be held liable for any damages caused by the Products to the Customer or third parties or to the Customer’s or third party’s property, and in particular in the event of negligence, incompetence, improper or incorrect use, tampering with the Products by the Customer or third parties.
9.3. The Customer is not released from testing the Products supplied by the Supplier as to their suitability for their intended processes and purposes, and it shall verify that third party proprietary rights are not violated.
9.4. Insofar as damages are not caused by willful misconduct or gross negligence, under no circumstances shall AMB be held liable for direct or indirect damages caused by its own delay or failure to perform, except for up to a maximum amount of 5% of the price of the supply out of which the claim arose, excluding any other charge upon AMB. The compensation due to the Customer shall not be set off with the amounts due by the Customer to AMB as price for the supply nor with discounts, and it shall be paid only after the incurred damages have been timely and accurately documented by the Customer following the contractual breach, prior issuance of a debit note to AMB.
9.5. The limitations and exclusions of liability stipulated above shall not apply where such liability cannot be excluded or limited under the applicable law (e.g. liability under the product liability act under the Italian Law).

10. Confidentiality and proprietary rights
10.1. All and any information, document, draft, drawing, plan, technical specification, quotation and other items and data that is exchanged between AMB and the Customer in the performance of obligations under the relevant Order is considered confidential. The Customer must therefore keep the aforementioned documents and information strictly confidential, as it may not be disclosed to third parties unless prior authorization thereto is given.
10.2. The sale of Products does not entail, not even implicitly, the license of any intellectual property rights concerning the composition and/or the application of the Products. The Customer hereby expressly assumes all risks regarding the infringement of intellectual property rights as a result of import and use of the Products, whether separately or jointly with other materials or in a processing operation.

11. Force Majeure
11.1. The Supplier shall not be liable for any prejudicial consequence that the performance of its obligations under the Contract could cause to the Customer or to third parties towards which the Customer is liable, if it is due to unforeseeable circumstances or force majeure or otherwise to unforeseeable and inevitable events or which, in any case, even after acting with due diligence, are beyond its reasonable control, such as, for example, war, disorders, natural disasters, accidents, strikes or lockouts, breakdowns or malfunctioning of equipment and systems, or other particular technical failures, suspension of contract supplies by third parties, impossibility of supply, actions of any state authority measures or delays or omissions, express or implied sanctions towards the country of establishment, or disservices or acts of third parties in any case not attributable to the Supplier.

12. Final Provisions, applicable law, jurisdiction
12.1. In the event of any conflict between the Italian version of these terms and conditions and the English version, the Italian version shall prevail.
12.2. The legal relationship between the Customer and AMB shall be governed by the laws of Italy, thus including the UN Convention on Contracts for the International Sale of Goods.
12.3. Unless otherwise provided for, the place of performance for all obligations of both parties to the Contract shall be the place of registered office of AMB.
12.4. The place of jurisdiction for all and any controversies arising out of or in connection with the legal relationship between AMB and the Customer is AMB’s registered office. AMB shall, however, be entitled also to assert its claims at the Customer’s legal seat.

San Daniele del Friuli, 01/01/2019