General conditions of Sale

General Sales Conditions and Terms
Valid from 01/01/2018

General Sales Conditions

Article 1 – General Sales Conditions and Terms

The present general conditions regulate the contractual relationship between the Radicchio Factory company (hereafter referred to as “Seller”) and the client (hereafter referred to as “Buyer”) (Collectively ‘Radicchio Factory and Client’, the “Parties”) are applicable to all contractual transactions, verbally or in writing between the parties. It is intended an implicit and unconditional acceptance of the following sales conditions.

The General Conditions prevail over any other general or particular condition set by the Buyer.

Article 2- Payment

Unless provided otherwise in writing, the invoices must be paid at 30 days from the date of the invoice. If the Buyer not pay on the due date, will legally pay the default interest according to the Italian law.

The Buyer may not withhold, set-off or delay the payment for any reason, nor raise any objection.

In the event of bankruptcy or liquidation, as well as in the event of late payments all invoices will become immediately payable in full, irrespective of their due date.

In function of the circumstances and in particular when partial payments have been authorized and the Buyer has not complied with even one of the terms provided for, the entire amount of the residual amount must be paid immediately and without notice of default irrespective of their due date.

All the expenses somehow connected to the payment are to be paid by the Buyer.

Article 3-Complaints

The Buyer is required to check the Product at the time of delivery or as soon as possible after delivery. The Buyer must report to Radicchio Factory any obvious defect or damage in written form within 5 working days following the receipt.

  • The written notification must contain the delivery information together with the bases for each contestation, written in such a way as to allow the Radicchio Factory or third party verification.
  • The Buyer has the right to claim compensation for damage, defect or loss to the seller within the established terms. If this delay is not respected, the seller will not accept any complaint about or consequent compensation and the buyer automatically accepts the responsibility for such damages or losses.
  • Failing a compromise on the quality of the product, either of the parties may request an inspection, all the costs of which will be paid by the losing party.
  • In a case, if a complaint, as a result of the above procedure, is founded, Radicchio Factory will replace the product or refund the costs to the Buyer, without further compensation.
  • In any case, the responsibility of the Radicchio Factory is limited to the contents of Article 5. Responsibility. Article 4- Product, Use and Warranty Information.
  • All illustrations, catalogs and statements provided by or on behalf of Radicchio Factory regarding quality, composition, weight, measurements, treatment in the broadest sense of the term, application and ownership of the Product correspond as closely as possible to the results of the tests and practical experience of Radicchio Factory.
  • The Buyer accepts that all information provided by Radicchio Factory in relation to quality (such as vitality, germination, mechanical or genetic purity, seed health) and performance of the Product apply only to the tests conducted by Radicchio Factory, to the specific sample of seed used and to the specific conditions under which the test was performed. The Buyer accepts that the information mentioned above does not constitute an express or implied warranty.
  • The results obtained by the Buyer depend on factors such as the place of cultivation, the conditions before and during the cultivation, including the method of storage of the Products, the climate, the composition of the soil and the method of crop protection used by the Buyer. The Buyer is directly and solely responsible for determining the suitability and adequacy of the use of the Product in the various conditions and/or for the various purposes.
  • The Radicchio Factory provides all the information on the Product in order to assist the Buyer and Radicchio Factory is not responsible for any results different from the information provided. Radicchio Factory is not responsible for the results different from the information provided regarding the Resistance to pre-flowering, the resistance to high or low temperatures and the harvest time indicated for each Product.
  • Radicchio Factory is not liable to the Buyer for any Products that have been treated and/or repackaged and/or otherwise handled by the Buyer or by third parties upon request of the Buyer.
  • The Buyer accepts that the Product delivered by Radicchio Factory is not suitable for human or animal consumption.

Article 5- Responsibility

  • In no case shall Radicchio Factory be liable for any particular, incidental or consequential damages (including, but not limited to, loss of profit, loss of reputation, loss of revenue, loss of production, loss of contracts or loss of opportunity).
  • In any case and in the widest legal limit, the responsibility of the Radicchio Factory is limited to the amount of the invoices of the Products related to the problem.
  • The Buyer understands and explicitly accepts these Radicchio Factory responsibility limitations.
  • Article 5, can also be invoked by any third party employed by the Radicchio Factory.

1.Article 6- Delivery

1. Radicchio Factory will deliver the Product purchased by the Buyer within a reasonable period of time after the Order Confirmation, taking into account the sowing seasons, existing stocks, as well as anything else necessary for delivery.

2. All of the dates indicated as terms of delivery are purely indicative and should not be considered as mandatory. In case of delay in delivery, the Buyer must give notice to Radicchio Factory in writing granting another reasonable amount of time to make the delivery. In no case will be charged penalty, indemnity or damage towards the Radicchio Factory for a delayed delivery, nor will this constitute a hypothesis of withdrawal from the Agreement signed between the parties. All of the dates indicated as terms of delivery are purely indicative. Any delays in delivery shall not entitle the Buyer to cancel the order nor to demand compensation for damages of any kind. With the receipt and/or acceptance of the late delivery, even in part, the Buyer waives any claim in relation to the delay itself. 8. (Price). Unless otherwise agreed in writing,

3. Radicchio Factory can make partial shipments and invoice each shipment separately.

Article 7- Intellectual Property and Products Use

  • The Buyer accepts that all intellectual property rights relating to the Product are and remain forever exclusively assigned to Radicchio Factory and that the Buyer does not acquire any rights over them.
  • The Buyer accepts that Radicchio Factory holds exclusive rights, title and interest in the logos, commercial names and commercial graphics of the Radicchio Factory (including the motifs and color scheme).
  • So as to be confused, the Buyer agrees not to register any logo, trade name or symbols similar to those of Radicchio Factory
  • Unless expressly authorized by Radicchio Factory, the Buyer cannot use the Radicchio Factory logo, commercial name or commercial graphics
  • In no case and in no way the Buyer may use the Product and/or its components and/or its fruits for the multiplication and/or reproduction of any material.
  • The Buyer agrees to fully allow and cooperate with any inspection by Radicchio Factory in order to verify any possible violation of the rights of Radicchio Factory.
  • The Buyer is obliged to fully cooperate with Radicchio Factory for the defense of his right against counterfeiting.
  • The Buyer is obligated to ensure that anyone who handles or receives in any way the Product from the Buyer complies with the obligations contained in this Article.

Article 8 – Further use / cultivation – Inspections

The Buyer is not authorized to use the Products delivered for further production and /or reproduction of propagation material.

In the event when the goods are sold to third parties, the Buyer is obliged to assert this rule to third parties under the penalty against him for the compensation of the relative damages.

In any case, the Buyer undertakes to allow the Seller, or anyone carrying out inspections on behalf of the Seller, to have direct access to his Company, expressly including all the production areas, including third parties but managed by the Buyer.

Article 9 – Dispute resolution

Any claim or dispute arising out of or relating to these contact must be postponed to a conciliation attempt to be held in Chioggia – Venice (Italy).

In the event the Parties fail to reach an agreement through the conciliation attempt or one of the Parties refuses to reconcile, the matter is entrusted for a resolution to an arbitration body, with arbitration to be held in Chioggia according to the provisions of the Arbitration Rules of the International Chamber of Commerce.

All rights of legal action against Radicchio Factory, employees, and/or third parties employed by it, including the heirs and legal successors, expire one year after the occurrence of the incident that gave rise to legal action.

Annex 1 – Product Specifications

1. Introduction

Plant cultivation has become a highly specialized and intensive activity. As a result of the incessant demand for higher quality, farmers require the improvement of the raw materials quality. The request for specific types of seeds and more information on their quality has increased the need to improve germination and the number of plants required. The seed is a natural product. The continuous variability of the environmental conditions, therefore, influences the final result. Therefore, it is often impossible to give detailed information about the seed performance and its other characteristics.

2- General definitions

a) Normal seed

In general, the normal seeds do not undergo any particular treatment. Depending on the product, it is sold by weight and/or quantity. The normal seed meets the EEC standards.

b) Pill

The pill is the product of a seed coating process (when the seed is covering with a filling material). The primary purpose of it is facilitating of the seeding process. Some additional ingredients can be added. Quantity sold.

c) Germinability

The germination data are valid from the date of delivery. The data on germination refer to ISTA regulations.

d) Genetic purity

Genetic purity refers to the percentage of contamination by seeds or genetic material of other varieties or species.