GENERAL TERMS AND CONDITIONS OF SALE

These general conditions of sale 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 “Supplier”) and its Purchasers, as specified in the following articles.

1. Scope of Application

These General Terms and Conditions, except for any derogations specifically agreed upon in writing, govern all current and future contracts of sale between the parties, and any practice that differs from them can never be consolidated and become a covenant. Any general conditions of the Purchaser shall not apply unless expressly accepted in writing and shall in any case be coordinated with these General Terms and Conditions. The term Products shall mean the goods that are the subject of the individual Contract of Sale governed by these General Terms and Conditions (hereinafter referred to as the “Contract”).

 

2. Orders and delivery terms

2.1. The Buyer shall send each order only to the following email addresses orders@maverick-fruits.com, or to those otherwise indicated in writing by Maverick.

2.2. The order shall be deemed accepted – and the Contract shall therefore be concluded – only in the event of positive written acknowledgement by Maverick by sending the pro-forma invoice, or order confirmation.

2.3. Any delivery terms agreed upon by the parties are of a non-essential nature. In the event of a delay attributable to Maverick exceeding 30 days, the Buyer may terminate the Contract by giving notice no later than 5 days before the date of actual delivery of the goods to the first carrier. In the case of orders with split deliveries, the Purchaser may not terminate the entire supply due to the delay of one or more orders, but only those orders whose delivery is delayed.

2.4. Any delays due to force majeure (as defined in Art. 8), attributable to third parties, such as the transporter or ship carrier, acts or omissions by the Buyer (e.g. failure or delay in communicating data necessary to process the order, failure to pay the advance payment if foreseen), or for failure or incorrect preparation of the documentation necessary for transport and customs clearance by the Buyer or third parties, shall not be considered attributable to Maverick.

2.5. Maverick alone is entitled to withdraw ad nutum from the Contract up to 2 days before the date of actual delivery of the goods to the first carrier.
2.6. In the event of withdrawal or cancellation of the order by the Purchaser for reasons not attributable to the Supplier communicated prior to delivery of the Products to the first carrier, Maverick is entitled to a penalty equal to 20% of the total price of the Products (and, if an advance payment has been agreed, to retain the entire amount of the same), without prejudice to the right to compensation for any greater damages.

3. Quality and quantity of the Products

3.1. The Supplier warrants that the Products comply with the contract and that they are free from defects and comply with all applicable regulations.

3.2. Given the nature of the sector in which the parties operate, they agree that the Supplier may make changes to the quantity and type of the Products indicated in the order that may affect up to 20% of the agreed price, and to adjust the price on the basis of the changes made, which the Purchaser declares he accepts.

4. Terms and payment terms

4.1 The prices indicated in the order are understood to be fixed and any downward variation shall only be valid and binding if previously accepted in writing, without prejudice to what is expressly provided for in point 3.2 above.

4.2 Payment shall be made within the agreed terms and in the agreed currency. In the event of a delay in payment with respect to the agreed date, the Purchaser shall pay to Maverick, without the Purchaser having to be put in default, default interest pursuant to Legislative Decree 2002/231 from the day on which payment was due. Any delay in payment exceeding 30 days shall entitle Maverick to terminate the Contract. If payment in instalments has been envisaged, it is understood that payment of an instalment more than 10 days late shall entitle Maverick to demand immediate payment of the entire remaining price.

4.3 Payment of individual orders shall be made within the terms and in the manner specified in the order, or, unless otherwise agreed in writing, within 30 days from the end of the month in which delivery of the Products was made.

4.4 Full or partial payment of the invoice by the Purchaser constitutes acceptance of the Products.

4.5 The Purchaser shall not be entitled to set off the sums due for each individual order against any other and different claims.

5. Withdrawal of Products, Notification of Defects and Liability

5.1 No later than 72 hours from the time the Products are made available for collection by the carrier, the Purchaser undertakes to collect the goods, inspect them, check the state of ventilation of the cargo and check whether the temperature inside the cargo complies with the temperature indicated in the bill of lading (for transport by sea), or with the temperature agreed upon by the parties. In the event of the discovery of defects, the Buyer undertakes with the utmost diligence to keep the goods in the best possible condition and to implement all the most appropriate conduct and strategies to minimise damage, following the best practices and guidelines suggested by the industry.

5.2 By express derogation from Article 1495 of the Italian Civil Code, any defects shall be reported in writing within 24 hours from receipt of the goods if they are not hidden and within 24 hours from the date of their discovery if the defects are hidden, such terms being deemed reasonable by the parties in view of the highly perishable nature of the Products.

5.3 Upon opening the cargo, if the Purchaser discovers any defects, he shall be obliged to make a written complaint within 24 hours to the carrier, to notify the Seller, to enter reservations on the delivery documents and to promptly notify the Seller if the carriage is insured in his favour. The Buyer also undertakes to have an expert’s report made on the Products within no more than 72 hours, supported by at least 15 colour photos documenting the condition of the load in its entirety and its adjustments (e.g. temperature detectors, power connection, load number), 15 colour photos of the goods and 5 colour photos of the packaging.

5.4 In the event of failure and/or delay in carrying out the operations indicated in points 5.1, 5.2, 5.3, 5.4 above, the Buyer shall forfeit the guarantee for defects and Maverick may terminate the contract for reasons attributable to the Buyer.

5.5 Without prejudice to the limitations of liability contained in these general terms and conditions of sale and subject to wilful misconduct and gross negligence, the Supplier shall never be liable for indirect damage or for a sum exceeding the value of the order.

6. Transfer of Ownership and Risk

The transfer of ownership of the Products takes place upon full payment of the price by the Purchaser. The risk for their deterioration or theft on the part of the Purchaser occurs with the return of the Products to the first carrier, regardless of the mode of delivery agreed upon by the parties.

7. Duration of the Contract

This Contract is of indefinite duration. Either party may terminate it at any time by expressing its intention to do so by registered letter with acknowledgement of receipt or PEC, giving 3 months’ notice.

8. Force Majeure

8.1 Either party may suspend the performance of its contractual obligations when such performance is rendered impossible or unreasonably onerous by an impediment beyond its control, such as, but not limited to, natural disaster, strike, boycott, lockout, fire, war (whether declared or not), civil war, riot and revolution, requisition, pandemic, embargo, power failure.

8.2 A party wishing to avail itself of this clause shall promptly notify the other party in writing of the occurrence and termination of force majeure circumstances.

8.3 If the suspension due to force majeure lasts for more than 30 days, either party shall have the right to terminate this Agreement, subject to 10 days’ prior written notice to the other party.

9. 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 devolved exclusively to the Court of Verona, with the exclusion of any other alternative jurisdiction.

The Purchaser declares having read and approved the General Terms and Conditions of Purchase of Maverick International set out above and by sending the order in the manner set out in Article 2.1. declares that he/she expressly accepts the following articles: 1.1 (scope of application), 2.2. (conclusion of the contract), 2.3. (change of delivery date), 2.4 (liability for delay), 2.5 (right of withdrawal), Art. 2.6 (revocation of the contract and penalty), 3.2. (changes in the quantity and quality of the Products), 4.2 (payment terms and interest), 4.4 (payment and acceptance of defects), 4. 5 (set-off and suspension of payments), 5.1 (taking back of goods and storage), 5.2 (notification of defects), 5.3 (obligation to dispute and expert opinion), 5.4 (forfeiture of warranty), 5.5 (limitation of warranty) 6 (transfer of ownership and risks), 7. (duration of contract), 8 (force majeure suspension and termination of contract) 9 (applicable law place of jurisdiction).