Terms and conditions of sale and delivery of vine planting material
1. All sales shall be made exclusively in accordance with the following terms and conditions, unless otherwise expressly agreed in writing. These terms and conditions shall also apply to all future sales. Conflicting terms and conditions of the buyer shall only become part of the contract if and insofar as we expressly acknowledge them in writing.
2. All changes shall be mutually agreed. Purchase contracts are only concluded by written order confirmation or equivalent, by issuing an invoice or by delivery. Our prices are net prices plus the applicable value-added tax and, unless otherwise agreed, apply ex point of sale. If the price has not yet been determined when the contract is concluded, we shall be entitled to determine the price. If the price determined by us exceeds the price of the previous year by more than 10%, the buyer shall be entitled to withdraw from the contract.
3. The obligation to deliver vine planting material is in any case limited to delivery from our own production. If the vine planting material produced by us is not sufficient to supply all buyers, we shall be entitled to reduce the delivery quantities proportionally. In the case of protected varieties, the exclusive rights of production and distribution shall be observed.
4. The buyer is obliged to inspect the delivered goods immediately after receipt regarding completeness, correctness, damage and obvious defects. The buyer has to check if the label corresponds to the delivered material. Complaints must be notified to us in writing immediately, at the latest within 10 days of receipt of the goods. Complaints due to hidden defects must be notified to us in writing immediately, at the latest within 10 days of their discovery. Technical defects must be reported and justified in writing within 2 months.
5. The buyer must store the rejected vine planting material properly and give us the opportunity to inspect and examine them immediately. If this does not happen and if the deadlines for complaints and notices of defects are not met, warranty claims are excluded.
Warranty claims are also excluded in case of improper handling or storage of the vine planting material by the buyer. Warranty is not given if the proportion of completely or partially withered, spoiled, twisted, injured, crushed, broken and damaged by hail or frost vine planting material does not exceed 4%.
Differences of opinion between the buyer and the seller as to the quality of the grapevine planting material shall be clarified by an impartial expert opinion. The expert shall be appointed by the certification authority responsible for the buyer at the request of either party. The expert opinion shall be binding on both parties, unless the expert opinion is obviously incorrect. The costs of the expert opinion shall be borne by the unsuccessful party. In case of a warranty claim, we shall be entitled to make a replacement delivery.
The buyer is only entitled to rescind the contract or reduce the purchase price if a replacement delivery is impossible or is refused by us without justification. The buyer shall only be entitled to further claims for damages in accordance with Section 8 of these Terms and Conditions.
6. The purchase price shall be due immediately at the delivery of the goods, unless the payment terms have been agreed separately with the customer. In case of default in payment, default interest shall be charged at a rate of 2% above the normal commercial interest rate as well as intervention costs. Invoice deductions shall not be granted.
7. Retention of title: The ordered goods remain our property until the agreed price has been completely paid. Until the transfer of ownership to the customer, any sale, pledging, transfer by way of security or other transfer of the goods delivered in accordance with the order without our written consent is not permitted.
8. Without prejudice to any further claims arising from producer liability according to the Product Liability Act, claims for damages, irrespective of their legal basis, shall be limited to those cases in which we are legally liable for breach of cardinal obligations or for intent or gross negligence. This limitation shall not apply in case of impossibility or delay for which we are responsible or in the event of warranted characteristics or characteristics which are deemed warranted by law.
If, however, we prove that the absence of a quality warranted by law is due to a circumstance for which we are not responsible, the buyer shall not be entitled to claim damages for non-performance as the performance of the obligation to pay damages would lead to unreasonable disadvantage for us, even in consideration of the buyer’s legitimate interests.
9. Italian law shall apply, including the United Nations Convention on Contracts for the International Sale of Goods (CISG). Place of performance for the services of the seller is the registered office of the seller. In commercial business transactions, the place of performance for the buyer’s payment obligations shall also be the seller’s registered office.
10. If the buyer is a merchant, a legal entity under public law or has no general place of jurisdiction in Italy, the place of jurisdiction for all legal disputes arising from the business relationship shall be the seller’s registered office.