General conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE B2B EXPORTPUGLIA.IT

GENERAL TERMS AND CONDITIONS OF SALE APPLIED BY
ALMI FOOD SRL Zona Artigianale Via Romatizza - Lot 19 CAP 72022 Latiano (BR) Italy VAT / Tax Code: 01791750746

Part 1: General Part
1. General provisions
These General Terms and Conditions of Sale (hereinafter referred to as "GTC") apply to all contracts relating to the products described in Article 3 and sold by ALMI FOOD SRL Craft Area Via Romatizza - Lot 19 CAP 72022 Latiano (BR) Italy VAT / Tax Code: 01791750746 in Italy and abroad to customers belonging to the following channels: Ho.re.Ca direct, Ho.re.Ca distribution, Specialty Retail, Vending, Modern Trade, e-tailers, and in any case, to all sales to customers that are made outside of the online channels specifically dedicated to end consumers. These conditions do not apply to franchise relationships and foreign distributors, for which specific regulations are provided.
These conditions prevail over any previous agreement entered into in written or verbal form between the Parties and can only be derogated from by subsequent and specific written agreements.
Any purchase order addressed to ALMI FOOD implies the acceptance, without reservation, of these general conditions, unless expressly waived by ALMI FOOD, which must necessarily be issued in writing.
If the Parties have also entered into an agreement ("Agreement") for periodic supplies, these general conditions are integrated and also apply to the aforementioned documents, unless derogated from. In case of conflict, the specifically agreed Agreements shall prevail over these general conditions.
At its discretion and in exceptional cases, ALMI FOOD has the right not to rely on these conditions, without this constituting or being interpreted as a waiver of the right to rely on them subsequently.
Please refer to the privacy policy available in the appropriate section of the website www.EXPORTPUGLIA.IT for any other legal information on privacy.

2. Customer Profile
The Customer who intends to place purchase orders undertakes, beforehand, to provide all the necessary information so that ALMI FOOD can complete the relevant customer profile.

3. Product Characteristics
These sales conditions concern enogastronomic specialties branded by ALMI FOOD or branded by third parties but distributed by ALMI FOOD under ALMI FOOD's own brands ("Trademark"), as well as professional-use products offered by ALMI FOOD, such as equipment, machinery, cups, clothing, take-away service products, etc., or other products intended for resale.
The products presented in ALMI FOOD's brochures and catalogs are solely promotional and illustrative and are for reference purposes only.

4. Orders
4.1. Minimum quantities
There are no minimum order quantities, and the Customer will be charged for shipping costs, which may vary based on the destination, volume, and weight.
4.2. Order submission and contract formation
Orders are submitted by the Customer to ALMI FOOD through the B2B ecommerce platform exportpuglia.it. Orders do not require formal acceptance by ALMI FOOD but will be considered accepted by ALMI FOOD, also by commencing performance in accordance with Article 1327 of the Civil Code. In particular, the order will be deemed accepted if the Customer does not receive any different instructions from ALMI FOOD within 10 (ten) days.

5. Changes and cancellation of orders
Any requests for changes and/or cancellation of purchase orders will be considered if communicated to ALMI FOOD in writing via email to info@almifood.it within 72 hours of placing the order as described in the previous Article 4. ALMI FOOD reserves the right not to proceed with the order if the Customer has failed to comply with previously executed orders by ALMI FOOD.

6. Deliveries
ALMI FOOD is responsible for shipping the products to the Customer's warehouse through a courier of their choice. Delivery is considered completed upon availability of the ordered goods at the Customer's warehouse. The risk of loss or damage to the Products is borne by the Customer from the moment of delivery. Shipping costs may vary based on the destination, volume, and weight.

7. Delivery times
ALMI FOOD undertakes to deliver the Products to the Customer within 10 working days from the receipt of the order, except in cases of force majeure or any different agreement expressly reached between the parties in derogation from these conditions. The delivery time may vary in unforeseen circumstances. Exceeding the delivery time does not entitle the cancellation of the order or the payment of penalties, damages, or interests. In any case, deliveries may be suspended in cases provided for in Articles 16 (non-payment or late payment) and 17 (force majeure).

8. Unjustified refusal of goods
In the event of unjustified refusal of the goods, ALMI FOOD reserves the right to charge the Customer for delivery expenses. This clause also applies to orders placed before the entry into force of these sales conditions, even if made through different methods than those indicated here. ALMI FOOD reserves the right to make partial deliveries in the event of a shortage of the products selected by the Customer in stock. The Customer waives the right to claim damages, directly or indirectly, related to the partial performance by ALMI FOOD.

9. Price and payment terms
The price of the goods is the one indicated in ALMI FOOD's official price list in effect on the day the order is placed by the Customer - including through ALMI FOOD's agents - using the methods provided in Article 4. If different prices from the list prices are applied to individual orders, the agreed prices shall prevail as the only applicable prices, overriding any other agreement. Any ongoing discounts or promotions will be applied directly to the Customer's order during its execution, once the requirements for accessing the discounts or promotions have been verified. ALMI FOOD reserves the right to modify its price list, promptly informing the Customer through publication on the website www.exportpuglia.it. Under no circumstances can the Customer suspend or delay payment, including in the event that the Customer raises a complaint regarding the products or prices.

10. Payment terms and conditions
The Customer must settle the amount for each order within the payment term indicated on the invoice. ALMI FOOD reserves the right to make the delivery of its products subject to the payment of a deposit or the advance payment of the invoice. Invoices issued by ALMI FOOD can be paid by credit card, virtual POS, cash on delivery, bank transfer, or direct debit, unless otherwise agreed. ALMI FOOD declines any responsibility in the event of loss or theft of payments sent by mail. ALMI FOOD has the right to offset credits against any debts owed by the Customer.

11. Compliance and claims
Upon receiving the goods subject to the order, the Customer is responsible for verifying the integrity and conformity of the Product with the placed order. The Customer must note any complaints regarding the non-conformity of the Product on the delivery note and subsequently communicate it in writing to ALMI FOOD within 5 working days from the date of receipt or from the moment the hidden defects were discovered during unpacking.

12. Returns
Non-conforming Products (e.g., incorrect product code or quantity, non-compliant packaging, damaged jars, smudged graphics on accessories) can be returned to ALMI FOOD in the packaging in which they were delivered, unless ALMI FOOD provides instructions regarding their disposal by the Customer. The Products must be made available within the deadlines indicated by ALMI FOOD, which will arrange for a carrier to collect the goods. However, the possibility of requesting contract termination and/or compensation by the Customer in cases of Product non-conformity is excluded.

13. Warranty and after-sales support
13.1 Warranty for food products
ALMI FOOD guarantees the quality of the products sold against any material and manufacturing defects until the expiration date indicated on the product itself, provided that their handling and use comply with the instructions, labels, and/or other documentation provided by ALMI FOOD. It is understood that food products, once opened, must be consumed before the date indicated on the label.
13.2 Consequences of the Warranty
However, ALMI FOOD reserves the right to examine the actually defective and/or faulty and/or non-conforming products in order to assess the actual existence of the defects, faults, and/or non-conformities reported by the Customer. Along with the complaint, the Customer must provide any information and documents necessary for the aforementioned assessment, as requested by ALMI FOOD (e.g., information on storage methods). The products must be made available to ALMI FOOD or third parties appointed by ALMI FOOD for proper inspection.
Except as provided in the previous paragraph 13.2, in the event of a non-conformity defect, ALMI FOOD guarantees the replacement of the ascertained defective and/or faulty and/or non-conforming products or, if replacement is not possible, the return of the same with the issuance of a credit note or discount in the subsequent order.

14. Liability
ALMI FOOD disclaims any liability for damage that occurs directly or indirectly to ALMI FOOD's products or products marketed by ALMI FOOD on behalf of third parties or any other material belonging to the Customer, not related to a manufacturing defect.

15. Product Recall
In the event that the products under this contract are subject to a "recall" procedure, as provided by current legislation, ALMI FOOD undertakes to:
a. Promptly notify the Customer of this circumstance by delivering a copy of the final report or other required document transmitted to the Ministry of Health, including the findings of the investigation and any corrective actions taken.
b. Manage direct communication with the end customers, indicating the text of the communication to be displayed.
c. Communicate the operational procedures for the retrieval and/or disposal of the products subject to the recall procedure.
The Customer agrees to comply with the operational procedures indicated by ALMI FOOD and, in any case, to coordinate with ALMI FOOD for any operation related to the recall procedure, even if not expressly mentioned here, provided that compliance with this contractual provision does not exempt the Customer from the legal obligations imposed on the buyer to protect public health.

16. Non-payment or late payment
In the event of non-payment, even partial, of the amounts indicated on the invoice, ALMI FOOD reserves the right to:

• Request immediate payment of any outstanding amount;
• Apply late payment interest as provided by Legislative Decree no. 231/2002;
• Suspend the delivery or refuse new orders from the Customer.

In the event of the Customer's default, ALMI FOOD may, without the need for any formalities, including notice of default, retake possession of all or part of the Products subject to reserved ownership, wherever they may be, reserving any further appropriate remedy for the incurred prejudice.

17. Force Majeure
Cases of force majeure, which release ALMI FOOD from the obligation to deliver the Product within the terms set forth in these general conditions (including but not limited to: epidemics, pandemics, fires, floods, wars, production interruptions, also in compliance with legislative and administrative measures, stock shortages), include strikes by the entire or part of the ALMI FOOD staff or the carriers responsible for delivering the Products.
ALMI FOOD undertakes to communicate in writing to the Customer within 8 days of the occurrence of the force majeure event that the contract is considered suspended and that such suspension does not entitle either party to any compensation.
Within 8 days from the date of the event's cessation, ALMI FOOD will provide written notice that the contract will resume producing all its effects.
If the duration of the event exceeds 30 days, the contract may be terminated by either party by sending written notice to the other party, without either party being able to claim damages. The termination shall take effect upon receipt of the written notice of contract termination. In the event of non-delivery, the date of receipt shall prevail.

18. Ownership of the trademark
ALMI FOOD is the owner of the Sloorp and Export Puglia trademarks and logo ("Trademark," "Logo") and reserves the right to potentially grant the Customer a non-exclusive license for the use of the Trademark and Logos within their own commercial establishments located in the national territory. In any case, any use of the Trademark and/or Logo and/or the image of ALMI FOOD by the Customer must be pre-approved in writing by ALMI FOOD each time.
The Customer acknowledges that all rights related to the Trademark and/or Logo, including rights arising from any prior use of the Trademark and/or Logo by ALMI FOOD, are and will remain the exclusive property of ALMI FOOD.
The Customer agrees not to directly or indirectly file or request the registration of any trademark, word, sign, domain name, or any other thing that may be identical or similar to the Trademark and/or Logo and/or that may create confusion in the market. The Customer specifically agrees not to use the Trademark and/or Logo or any image or text owned by ALMI FOOD on their own website.
In any case, the Customer agrees not to use the Trademark and/or Logo (even potentially) in association with other trademarks, signs, words, figures, devices, or any other thing in a way that does not generate confusion, constitutes a new or different source of origin for the Products, or in any other way prejudicially affects the unique and exclusive identity of ALMI FOOD's Products.
18.1 Sloorp Display Stand
ALMI FOOD undertakes to provide the b2b customer of exportpuglia.it with a display stand that can contain and enhance all the products purchased on the exportpuglia.it b2b e-commerce platform.
In any case, the customer agrees not to use the display stand bearing the Sloorp/Export Puglia distinctive signs to display products purchased from other suppliers.

19. Inspections and Checks by ALMI FOOD
ALMI FOOD reserves the right to inspect, at any time during normal working hours, the fulfillment of the obligations set forth in these sales conditions at the buyer's commercial establishment, without the latter being able to oppose it. The Buyer agrees to provide ALMI FOOD with all necessary assistance for the execution of such inspections.
Only ALMI FOOD or third parties authorized by ALMI FOOD may carry out the inspection and verification activities at the Customer's premises.

20. Confidentiality and Non-Disclosure
The Customer undertakes, for itself, its personnel, and its collaborators, to maintain strict confidentiality and treat as strictly confidential all confidential and proprietary information that it may become aware of in relation to ALMI FOOD. Confidential information includes technical, technological, and commercial information, data (including statistics) subject to extreme confidentiality and/or industrial proprietary rights, as well as any other news, confidence, fact, project, information in the broadest sense of the term, learned about from ALMI FOOD or through ALMI FOOD, which is not disclosed by ALMI FOOD to third parties through official communications that are not, or have not become, public knowledge.

21. Jurisdiction
For any dispute relating to the execution and/or interpretation of the Contract and these Conditions, which form an integral part thereof, the exclusive jurisdiction shall be that of Brindisi.

23. Publication and Effectiveness
These conditions are published and made available for consultation on the exportpuglia.it website (hereinafter referred to as the "Website") or otherwise made known and available to the Customer through communication, including electronic means.

Part 2: Periodic Deliveries

24. Exceptions
Except for specific agreements contained in commercial agreements, the following general conditions also apply to contracts/agreements for periodic supply. In the event of a conflict, the derogations agreed upon in the Agreements shall prevail over these general conditions.

25. Termination
In addition to Article 5 (changes and cancellations), the Parties may terminate the supply contract by sending written notice with at least 10 working days' notice. Requests for termination received after the 10-day period from the date of scheduled shipment of the goods shall take effect from the subsequent shipment.

26. Termination
In the event of non-payment of the amounts indicated on the invoice, even partially, ALMI FOOD may suspend the supply of the Products subject to the contract. ALMI FOOD also reserves the right to terminate the supply contract entered into with the Customer.

27. Unilateral Amendments
ALMI FOOD reserves the right to make additions and/or changes to these contractual sales conditions, which shall become effective from the moment of communication to the Customer, in accordance with the procedures provided for in Article 23.
In the case of a periodic supply relationship governed by these general conditions, if the Customer does not wish to accept such changes, they may terminate the agreement in accordance with the provisions of Article 25.