- General, Application
- The following general terms and conditions of sale (hereinafter “General Condition”) CNG Fiber Trade Europe S.r.l, with a place of business located at Via C. Piaggia 382, 55100 Lucca – Italy (hereinafter “Seller”), apply to all our quotations, sales, order confirmation of products (hereinafter “Products “). These are also applicable to all future transactions of similar nature between the Seller and the Customer (hereinafter “Parties”)
- The Seller publishes these conditions on its institutional website at the following link https://www.cng-fibereurope.com/ fulfilling the obligation to make them known to customer (hereinafter “Customer”)
- These General Conditions take precedence over any additional or different terms and conditions of the Customer to which notice of objection is hereby given. Acceptance by Customer is limited to these terms and conditions. Neither Seller’s commencement of performance nor delivery shall be deemed or constituted as acceptance of Customer’s additional or different terms and conditions.
- No changes to these General Conditions are valid unless agreed upon by Seller in writing and any such approved changes shall only apply to the individual sale contract they expressly refer to.
- Therefore, any provision introduced by Customer in a purchase order or in a different document, which is in conflict with or in addition to these General Conditions, shall be deemed null and void unless Seller expressly accepts it in writing.
- Contract formation
- Seller’s quotations are valid for 5 (five) consecutive days beginning with the day of the quotation, unless it is indicated otherwise in the same quotation. Therefore, Seller may disregard any purchase orders received after the above term.
- Unless otherwise agreed in the quotation, a sale contract is formed upon receipt by Customer of Seller’s written acceptance of the order. Such acceptance may be communicated also by e-mail or facsimile. No orders shall be binding unless and until accepted by Seller in writing.
- Any orders collected by Seller’s agents or middlemen are not binding and are subject to the Seller’s written confirmation.
- No orders accepted by Seller may be cancelled by Customer, unless with the Seller’s prior written consent. In the event of order cancellation, Customer shall pay Seller the price of the works performed and the goods produced as well as the costs of materials purchased by Seller until the cancellation date. The Seller will inform the Customer about such payments and, on request, provide reasonable written evidence thereof. If one re more payment has been already done Art. 6.5 is applicable.
- Product details
- All Products e.g. technical specifications, quantity, quality, packaging are contained in the quotation and/or order confirmation.
- Title to goods
- The ownership of goods is transferred to the Customer, as well as the risk transfer, in accordance with Incoterms® 2020 ICC (International Chamber of Commerce) adopted.
- Payment terms
- Payment terms are specified in the order confirmation as sent by the Seller from time to time for each sale contract.
- Unless agreed otherwise, all payments must be made by bank transfer. Payments shall be made to the Seller’s bank account as specified by the Seller. Payments must be made directly to the Seller. No payments shall be admitted to third parties.
- If payment is agreed, in whole or in part, through letter of credit is agreed upon, such letter of credit shall be issued by first class banks which have adopted the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce (ICC), version in force at the time the sale contract is concluded. Letters of credit shall be opened in accordance with the Seller’s instruction and deadlines indicated in the order confirmation, otherwise Seller may suspend any performance of the sale agreement without prejudice to any further rights and remedies.
- All bank charges are to Customer’s account, except confirmation charges, if any.
- In case the Customer fails to provide, any payment or letter of credit in accordance with the form and deadlines agreed, the Seller shall be entitled, at its sole discretion and without incurring in any liability for damages:
- a) to terminate the agreement and to retain the portion of the purchase price already paid by the Customer, by way of partial compensation for the expenses incurred by the Seller and to claim further damages, if any
- b) to interrupt the delivery, in whole or in part, of the Products not yet delivered or to postpone the delivery until all sums owed to the Seller by the Customer have been paid
- If payment is agreed, in whole or in part, through C.A.D. (Cash Against Documents), the payment will be regulated by Uniform Rules for Collection issued by the International Chamber of Commerce (ICC).
- If the payment of any of the above-mentioned amounts is delayed by the Customer, the Customer shall pay 0,3% of the amount to the Seller, for every 5 (five) working day of delay, except the amount due as advance payment.
- Any claims concerning Products shall not entitle Customer to suspend or delay payments for the same or other supplies.
- All deliveries are determined in accordance with the contractually agreed INCOTERM® In accordance with the clause provided in the quotation and order confirmation.
- All risks related to the Products shall pass to the Customer on delivery of the Products to the first carrier unless otherwise agreed in writing in accordance with the “Incoterm” applicable to the delivery in question. All such risks shall also pass to the Customer in case the Customer delays in collecting the Products when ready for collection, and the Customer shall also bear any and all charges of storage, care and insurance, or others applicable.
- Delivery time is estimated between the parties and agreed between them on a case-to-case basis. Any delay in delivery shall not entitle the Customer to cancel an order nor claim damages from the Seller.
- In any case, the Seller shall have no liability whatsoever if delivery terms are exceeded due to a force majeure event according to Article 10 hereto, or by Customer’s actions or omissions (including, but not limited to, failure or delay to provide Seller with all the necessary requirements for the supply of Products, or failure or delay in opening the letter of credit or any other payment).
- All delivery dates are estimated.
- Conformity of the Products
- Without prejudice to the special provisions regarding the quality and quantity of Products deliveries as set out in Art.3, in the quotation and attachments, and in accordance with the “Incoterm” applicable to the delivery, Customer has a duty to examine the goods and inform the seller about any defects without delay, and according to the any compliant relating to packaging, quantity must be communicated to the Seller first by e-mail and then registered letter with return receipt.
- The notification shall only be deemed without delay if it is given within eight (8) calendar days.
- Product warranty
- Seller hereby warrants that Products are suitable for the intended use according to the agreed, upon product details as mentioned in Art. 3, and the order confirmation terms, and comply with the Italian laws and EU regulations where applicable.
- For product defects which are not detectable immediately upon delivery, Seller’s standard warranty is 6 (six) months from ex-works delivery date or arrival date whichever comes first. Any return of the goods shall only be permissible with our prior consent.
- In the event of material defects of the delivered goods that have been existent at the time of the transfer of risks, we are, at our choice, obliged and entitled to subsequent improvement or replacement whereby our choice has to be made within a reasonable period.
- If the supplementary performance fails, or as far as the supplementary performance may not be accepted as reasonable by the customer, the customer is entitled to choose either to withdraw from the contract or demand a reduction of the purchase price.
- Claims for defects shall not exist in case of an only minor deviation from the quality or quantity agreed upon (see Art. 3), in case of a merely minor impairment in usability, in case of natural wear and tear, or loss or damage that arises after the risk has passed or which arises due to exceptional external influences not presupposed according to the contract. If the customer or a third party improperly carries out maintenance work or modifications, no claims based on defects may be asserted in respect of such work or modifications or the resulting consequences.
- Generally, for the condition of the goods, only the product description as well as the specifications
and identifications provided in our quotation or in our order confirmation is deemed agreed. In the event of any discrepancies between the product description and our quotation or our order confirmation, our quotation or our order confirmation, as applicable, shall be exclusively relevant.
- Any other claims of the customer shall be excluded.
- Seller’s warranty shall not apply if Customer has not maintained Products in full compliance with the instructions.
- For the above purposes, that its own personnel, and/or third parties appointed by it, have the necessary technical knowledge in order to prevent damages occurring to persons or objects, particularly in order to prevent, reduce or eliminate damages connected with the use of Products. In any case, Customer shall indemnify and hold Seller harmless from and against any claims for damages and/or fines or sanctions from any authorities, arising from violations by Customer of its duties arising hereunder.
- If a dispute arises, firstly, the parties undertake to find an agreement on price, and secondly, in the event of serious defects, the Customer will return the goods to the Seller.
- The Customer may not suspend or delay payments for any reason, nor claim damages or reduction of the Products’ price. The Customer may not offset any payment due to the Seller with any sums that the Customer reckons it should receive for any reason.
- The Buyer shall indemnify the Seller and hold the seller harmless from and against and all claims against the Seller and/or costs to the Seller arising out or relating any failure by the Buyer to ensure that the product complies with the applicable laws, safety, regulations and/or technical standards of Destination country.
- Force Majeure
- “Force Majeure” means the occurrence of an event or circumstance (“Force Majeure Event”) that prevents or impedes a party from performing one or more of its contractual obligations under the contract, if and to the extent that the party affected by the impediment (“the Affected
- a) that such impediment is beyond its reasonable control; and
- b) that it could not reasonably have been foreseen at the time of the conclusion of the contract; and
- c) that the effects of the impediment could not reasonably have been avoided or overcome by the Affected Party
- Where a contracting party fails to perform one or more of its contractual obligations because of default by a third party whom it has engaged to perform the whole or part of the contract, the contracting party may invoke Force Majeure only to the extent that the requirements under paragraph 1 of this Clause are established both for the contracting party and for the third party.
- In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfill conditions (a) and (b) under paragraph 1 of this Clause, and the Affected Party only needs to prove that condition (c) of paragraph 1 is satisfied:
- war (whether declared or not), hostilities, invasion, act of foreign enemies, extensive military
- civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism,
sabotage or piracy;
- currency and trade restriction, embargo, sanction;
- act of authority whether lawful or unlawful, compliance with any law or governmental order,
expropriation, seizure of works, requisition, nationalization;
- plague, epidemic, natural disaster or extreme natural event;
- explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy;
general labor disturbance such as boycott, strike and lock-out, go-slow, occupation of factories
- lack of raw materials or Products.
- The Affected Party shall give notice of the event without delay to the other party.
- A party successfully invoking this Clause is relieved from its duty to perform its obligations under the Contract and from any liability in damages or from any other contractual remedy for breach of contract, from the time at which the impediment causes inability to perform, provided that the notice thereof is given without delay. If notice thereof is not given without delay, the relief is effective from the time at which notice thereof reaches the other party. The other party may suspend the performance of its obligations, if applicable, from the date of the notice, but not the payments for order already shipped.
- Where the effect of the impediment or event invoked is temporary, the consequences set out under Art. 11.5 above shall apply only as long as the impediment invoked prevents performance by the Affected Party of its contractual obligations. The Affected Party must notify the other party as soon as the impediment ceases to impede performance of its contractual
- Where the duration of the impediment invoked has the effect of substantially depriving the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party.
- A party to a contract is bound to perform its contractual duties even if events have rendered performance more onerous than could reasonably have been anticipated at the time of the conclusion of the contract.
- Notwithstanding paragraph 12.1 of this Clause, where a party to a contract proves that:
- a) the continued performance of its contractual duties has become excessively onerous due to an event beyond its reasonable control which it could not reasonably have been expected to have
taken into account at the time of the conclusion of the contract; and that
- b) it could not reasonably have avoided or overcome the event or its consequences, the parties are bound, within a reasonable time of the invocation of this Clause, to negotiate alternative contractual terms which reasonably allow to overcome the consequences of the event.
- Where paragraph 11.2 of this Clause applies, but where the parties have been unable to agree alternative contractual terms as provided in that paragraph, the party invoking this Clause is entitled to terminate the contract, but cannot request adaptation by the judge or arbitrator without the agreement of the other party.
- Acceptance and conditions
- Purchase orders may be accepted only in writing, including by electronic form.
- Issuance of a purchase order shall mean acceptance of these General Conditions, and waiver of any Customer’s terms and conditions.
- Termination of the sale contract
- Without prejudice to other provisions of these General Conditions and the applicable laws, Seller shall be entitled to terminate immediately the sale contract if a change in the Customer’s financial conditions occurs, in such a way that, in the Seller’s judgment, payments due to Seller are at risk.
- In the above case the Seller shall be entitled to request the entire payment of the sums still due by the Customer in one amount as permitted by the laws.
- Intellectual Property Rights and Confidentiality
- Any and all information provided by the Seller to the Customer in connection with a sale contract or a potential sale, whatever the form or media in which such information is provided, shall be at all times considered as strictly confidential. The Customer may use any such information only for the purpose of evaluating or performing a sale contract with the Seller, with the exclusion of any other purposes. The Customer may not disclose or divulge any such information to any third parties unless to a limited number of employees or consultants strictly on a need-to-know.
- Should any of these General Conditions be declared void or unenforceable by a court of competent jurisdiction, the remainder of these General Conditions and the sale contract shall not be affected thereby and shall continue to be fully valid and enforceable.
- All obligation listed in Incoterms® 2020, unless otherwise agreed, shall be governed by ICC 723 publication.
- In case these General Conditions are signed in both English and other languages, the English version shall prevail.
- Governing laws
- These General Conditions and any sale contract between Seller and Customer shall be
governed by the laws of Italy.
- Place of Jurisdiction, Arbitration Clause
- The United Nations Convention on Contracts for the International Sale of Goods (CISG)
shall not apply.
- Any and all disputes arising from there General Conditions or from any contract of sale between Seller and Customer shall be finally settled as follow:
- If the customer’s registered office is located inside the European Union, the sole place of jurisdiction is Lucca Italy, or the registered office residence of the customer, in accordance with our choice.
- If the customer’s registered office is located outside the European Union, the following arbitration clause shall apply instead of the preceding agreement on jurisdiction. Any dispute arising out of or in connection with the contract including any questions regarding its validity, shall – to the exclusion of ordinary courts – be finally settled under the rules of arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said rules. The Arbitration shall be conducted in English, in the city of Milan (Italy), under the Italian law.
- Legal framework of reference
For everything not referred to in these General Contractual Conditions, reference should be made to the General Trade Rules for Wood Pulp.
- Personal data
- Regulation (EU) 2016/679 and Legislative Decree (D. Lgs.) n. 196 of 30/06/2003, amendments and additions, provides for the protection of individuals and other persons with regard to the treatment of personal data. Such
treatment has to be consistent with principles of fairness, lawfulness, transparency and protection of confidentiality of the person providing his own personal data. In accordance with Art. 13 of GDPR the following
information is hereby provided:
- Controller: CNG Fiber Trade Europe r.l, with a place of business located at Via C. Piaggia 382, 55100 Lucca – Italy
- Purposes of treatment: accounting databases, commercial databases, technical department databases.
Personal data will be collected and managed in order to accomplish mandatory duties of
accounting, tax, commercial and technical nature in connection with the Seller’s business and with contractual commitments undertaken by Seller.
- How data are treated: manually and by computer.
- Legal Basis: Agreement, Legal provision.
- Communication: personal data may be communicated by Seller to outside third parties providing technical, commercial tax services, collection and management of payments arising from contract performance, and to other third parties in compliance with the law.
- Divulgation: Your data will be not divulged.
- Retention of the data: 10 years after the fulfillment of the agreement.
- Your data can be communicated outside UE
- Your right:
- information about the processing of your personal data;
- obtain access to the personal data held about you;
- or incorrect, inaccurate or incomplete personal data to be corrected;
- Obtain cancellation
- right of complaint to the supervisory authority (Privacy Guarantor).
By sending a purchase order or order confirmation, Customer also authorizes his data to be treated for the performance of the contract in relation to which information under the privacy protection rules is received.
To the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Customer hereby states to have read and to approve specifically the following clauses:
Art.1 (General, Application); Art. 2 (Contract Formation); Art. 3 (Product details); Art.4 (Title to goods); Art.5 (Payment Terms); Art.6 (Delivery); Art.7 (Conformity of the Products); Art. 8 (Product warranty); Art.9 (Liability); Art.10 (Force Majeure); Art.11 (Hardship); Art.13 (Termination of the sale contract); Art. 17 (Languages); Art.18 (Governing Laws); Art. 19 (Place of Jurisdiction, Arbitration Clause).
- MOG 231
A) if both companies have adopted the MOG – Organisation, management and control model
Obligation to comply with the Organisation Model pursuant to Legislative Decree 231/01 and the Code of Ethics and Indemnity.
The parties are mutually aware that both companies have adopted and implement an Organisation, Management and Control Model pursuant to Legislative Decree 231/01, together with the relevant Code of Ethics and Disciplinary System, which they declare having read on the respective company websites and which they declare having understood.
Both parties abide by the reciprocal principles of the aforementioned Organisation, Management and Control Model and its annexes and undertake to comply with its contents, principles and procedures and, in general, to refrain from any conduct liable to give rise to the offences referred to in Legislative Decree 231/01 as amended and supplemented and set out in the aforementioned Organisation, Management and Control Model, and undertake to comply with and ensure that all their employees and collaborators comply with all the principles contained in the aforementioned documentation and the relevant Protocols of Conduct.
Any breach of the rules laid down in the aforementioned documents shall constitute a serious breach of contract that may lead to the termination, pursuant to article 1456 of the Italian Civil Code (express termination clause), of any existing contracts.
Both parties forthwith hold the other party harmless for any penalties or damage that may be incurred by the latter as a result of any breach of the aforementioned documents by the company or by any of its collaborators or employees.
B) if one of the parties has not adopted the MOG
Obligation to comply with the Organisation Model pursuant to Legislative Decree 231/01 and the Code of Ethics and Indemnity.
CNG Europe s.r.lacknowledges and formally informs that it has adopted and implemented an Organisation, Management and Control Model pursuant to Legislative Decree 231/01, with the relevant Code of Ethics and Disciplinary System, which are published on the company website www.cng-fibereurope.com, acknowledging also that a Supervisory Board has been appointed, which is entrusted with the task of verifying the adequacy of and compliance with this model, which may therefore report to this Supervisory Board any misconduct of which it becomes aware, and in any case undertakes to report cases of violations of the principles contained in all the aforementioned documents, to the email address: email@example.com The conclusion of contracts therefore entails:
– abiding by the principles of the aforementioned Organisation, Management and Control Model and its annexes, with the consequent commitment to comply with its contents, principles and procedures;
– the obligation to abstain from any conduct liable to give rise to the offences set out in Legislative Decree 231/01 as amended and supplemented and set out in the aforementioned organisation, management and control Model;
– a commitment to comply with, and to ensure that any collaborators of the company comply with all the principles contained in the aforementioned documentation and the behavioural protocols provided for by our organisation pursuant to Legislative Decree 231/2001;
– the knowledge that any breach of the rules laid down in the above-mentioned documents shall represent a serious breach of contract giving rise to termination pursuant to and for the purposes of article 1465 of the Italian Civil Code (express termination clause) with consequent compensation
for damages and indemnification of our organisation for any penalties or damages that may arise:
– the willingness to allow checks to be performed by the Supervisory Body pursuant to article 6 of Legislative Decree 231/01 of our organisation, also by means of appointed third-party specialists.