GENERAL TERMS AND CONDITIONS OF PURCHASE
These general purchasing conditions govern the supply relations between Maverick International s.r.l. with registered office in via Silvestrini 16, 37135 Verona VR (hereinafter also referred to as “Maverick” or “Purchaser”) and its Suppliers, as specified in the following articles.
1. Scope of Application
1.1. These General Terms and Conditions, unless otherwise specifically agreed upon in writing, govern all current and future sales contracts between the parties, and any practice that differs from them may never be consolidated and become a covenant. Any general conditions of the Supplier shall not apply unless expressly accepted in writing and shall in any case be coordinated with these General Terms and Conditions. The term “Products” means the goods that are the subject of the individual sales contract governed by these General Terms and Conditions (hereinafter referred to as “the Contract”).
2. Orders and delivery terms
2.1. Maverick will send each order to the e-mail address and/or PEC eventually indicated by the Supplier. Failing this, the order will be sent to the e-mail address and/or PEC normally used by the parties for the exchange of commercial communications, or to the address that should be deemed suitable on the basis of the Supplier’s commercial structure and its external communication to customers and suppliers (e.g. website, business cards, letterhead, etc.).
2.2. Taking into account the sector in which the parties operate and the speed at which business exchanges are conducted, the order shall be deemed tacitly accepted – and the purchase agreement shall therefore be concluded – if the Supplier does not expressly refuse it in writing within 48 hours of sending it.
2.3. Both parties are authorised to change the agreed term of delivery, without any additional costs and/or damages being charged to them, provided that at least 72 hours’ notice is given if the change comes from the Supplier and 24 hours’ notice if it comes from the Purchaser.
2.4. Maverick alone has the right to withdraw ad nutum from the contract and cancel the order up to 48 hours before the agreed time of delivery.
2.5. Without prejudice to the provisions of point 2.3 above, the Supplier’s delivery terms, since they are linked to Maverick’s planned commercial requirements, as well as to very stringent logistical needs, are imperative and essential and cannot therefore be waived. The Supplier shall be liable for any damages related to delays in delivery and Maverick shall be entitled to invoke termination of the entire order and of all other orders still pending, or partial termination for the part not delivered on time, without prejudice in either case to the right to compensation for any damages.
2.6. On the basis of the type of Products, as well as the transport methods and times indicated by Maverick, the Supplier undertakes to check whether the storage temperature of the Products indicated by the Purchaser in the order is suitable for reaching the destination in good conditions. If not indicated, or if considered inadequate, the Supplier shall communicate in writing the temperature it considers correct and undertakes to store the Products at the temperature it considers most suitable until delivery, adjusting it if necessary due to any postponement of this deadline. The Supplier undertakes to load the Products at least 3 hours in advance of the agreed time of departure, ensuring that the containers are at the correct temperature before proceeding with this operation and to instruct the carrier accordingly. The Supplier shall be liable for any damage caused by an error in estimating the temperature. The Supplier shall also procure and place at its own expense within the transport the “temperature recorders” indicated in the order, as well as document by means of photographs the internal temperature of the container before loading, as well as the internal temperature of at least one fruit of each kind/type, failing which it must be presumed that the Products have been loaded at an unsuitable temperature and in containers that have not been previously cooled.
2.7. Unless otherwise agreed in writing between the parties, the place of delivery of the goods shall be FCA Incoterms 2010.
3. Quality and quantity of products
3.1. The Supplier warrants that the goods are in conformity with the contract, that they are free from defects and that they meet the quality, quantity, requirements and specifications indicated in the order by Maverick and in any case are suitable for the use for which they are intended. In particular, since the goods are foodstuffs that are easily perishable, sold in large quantities and with great dynamism, in the event of defects, the Supplier undertakes, with reversal of the burden of proof, to prove its fulfilment.
3.2. Marking, packaging, labelling, identification, shipment and transport shall be carried out in accordance with Maverick’s requirements.
3.3. The Supplier warrants that the Products comply with all applicable regulations, that only authorised plant protection products have been used and to keep a complete and up-to-date record of such plant protection products. At the latest at the time of delivery of the Products, the documentation required for the transport and customs clearance of the Products shall be delivered.
4. Terms and payment terms
4.1 The prices indicated in the order are understood to be fixed and any price increase shall only be valid and binding if previously accepted in writing.
4.2 Payment of individual orders must be made within the terms and according to the methods specified in the order, or, unless otherwise agreed in writing, within 30 days from the end of the month in which the Products were delivered.
4.3 Full or partial payment of the invoice by Maverick does not in any way constitute acceptance of the material supplied.
4.4 Maverick alone has the right to set off the sums due for each individual order against any other and different claims that the Purchaser has against the Supplier, without the prior consent of the Supplier, just as it has the right to suspend payment of the Products in the event of claims for defects.
5 Inspection of Products and Complaints
5.1 Maverick or its designee shall have the right to inspect the Products before, during and after delivery and the Supplier shall cooperate to this end by facilitating access to the place where the Products are stored.
5.2 Also in accordance with the provisions of art. 3.1, the parties acknowledge and accept that, given the volumes, the dynamism of the sector and the specific contractual and commercial positions of the contracting parties, such visits are only aimed at verifying the adequacy of the packaging system and the state of the load and are not intended to ascertain the correspondence of the Products and their suitability for export; this element shall also be taken into account for the purposes of the qualification of hidden defects and apparent defects.
5.3 If the Products have defects, lack quality or do not comply with the quality and quantity standards indicated in the order or, in any case, with the current minimum market standards, Maverick shall be entitled to request the replacement of the defective or undelivered Products with Products of the same or different kind/type, or to invoke the complete or partial termination of the order and, in the case of orders with divided deliveries, the termination also of the orders still pending, without prejudice to the right to compensation for any damages.
6. Warranties
6.1 The Supplier guarantees that the Products supplied are free from defects.
6.2 By express derogation from Article 1495 of the Italian Civil Code, any defects may be reported within 30 working days from the arrival of the goods at destination if they are not hidden and within 30 working days from the date of their discovery if the defects are hidden, the date of discovery being the date on which Maverick shall have acquired the certainty, if necessary after specific examinations and/or expert opinions, that the defect exists.
6.3 If the Products should present defects at destination, the Supplier undertakes, within 72 hours from the time Maverick has reported such defects, to carry out an appraisal at its own expense on the Products, which will be made available to the Supplier for this purpose. If the Supplier fails to carry out the survey within the above-mentioned term, which the parties deem to be reasonable and appropriate in view of the rapid perishability of the Products, such omission shall be considered as tacit acceptance of the defects by the Supplier.
6.4 The Supplier undertakes to hold Maverick harmless from any liability that may arise from defects in the Products and their use; if anticipated, the Supplier undertakes to reimburse any costs, charges or penalties that may be incurred by the Purchaser as a result of complaints by end customers, consumers and/or Public Authorities due to the defectiveness of the Products, or due to failure to comply with the provisions of the previous point.
6.5 The Supplier also undertakes to compensate the Purchaser for any and all further damage and/or prejudice, material, moral and/or to the image suffered as a result of the above, including any costs for recovery, storage, transport or disposal of the defective Products.
7. Prohibition of assignment of credit
The Supplier may not assign the credit arising from the execution of the order unless expressly authorised in writing by Maverick.
8. Packaging
8.1 The Supplier shall adequately pack the Products and load them on suitable pallets for storage and to reach their destination in good condition.
8.2 The Supplier shall be liable for any damage caused by inadequate packaging and loading of the Products. Maverick, upon the Supplier’s request, shall make itself available to inform the Supplier of any references of companies that supply packaging and/or platforms, not being liable for any damage caused to the Products by defects in such goods.
8.3 The Purchaser shall be entitled to refuse to receive the Products if they are delivered with packaging other than that provided for in the contract and in any case if it is deemed unsuitable. Packaging costs shall be borne by the Supplier.
9. Transfer of Ownership
Unless otherwise agreed upon in writing between the parties, the transfer of ownership of the Products and of the risk for their deterioration or theft takes place with the return of the Products to the first carrier at the place of loading agreed upon by the parties.
10. Duration of the Contract
This Contract is of indefinite duration. Each party has the right to withdraw at any time, expressing its intention to do so by means of a registered letter with acknowledgement of receipt or PEC, with 3 months’ notice.
11. Applicable Law and Jurisdiction
Any and all disputes arising from the conclusion, execution and/or interpretation of the supply relationship shall be governed by Italian law and shall be referred exclusively to the Court of Verona, with the exclusion of any other alternative jurisdiction.
By accepting the order through confirmation to the e-mail address orders@maverick-fruits.com, the Supplier declares that he has read and agrees to the General Terms and Conditions of Purchase of Maverick International s.r.l. listed above and expressly accepts the following articles: 1. (scope of application), 2.2. (terms for concluding the contract), 2.3. (change of delivery term), 2.4 (right of withdrawal), 2.5 (essential terms of delivery and right of total and partial termination), 2.6. (reversal of burden of proof), 4.3. (non-acceptance of defects for payment) 4.4. (set-off and suspension of payments), 5.2. (inspection, apparent defects and hidden defects), Art. 5.3 (defects for lack of quality or conformity), 6.2. 3 (duty of expert’s report), 6.4 (liability for defects), 7 (prohibition of assignment), 8.2 (exemption from liability for supplier’s report), 9 (transfer of ownership and passing of risk), 10. (duration of the contract and withdrawal), 11 (applicable law place of jurisdiction).
