General Terms and Conditions of Sales -Albors SRL 2021 ©
Article 1 Scope and application.
1. These general terms and conditions (hereafter: ‘General Terms and Conditions ’) apply to all sales and deliveries of products and services by Albors Srl. (Via Aurelio Saffi 9 20213 Milano Italia, hereafter referred to as: ‘Albors’) and to all orders and offers related thereto.
2. By the request for an offer or the placing of order at Albors, or by the conclusion of an agreement with Albors, the counterparty (hereafter: ‘Purchaser’) accepts the application of these General Terms and Conditions.
3. Once these General Terms and Conditions apply, they shall consequently apply as well on all further business transactions between Albors and Purchaser, also if their applicability is not explicitly reagreed.
4. General terms and conditions of Purchaser are explicitly rejected by Albors.
5. The modiﬁcations or the rejections of these General Terms and Conditions are only valid when explicitly agreed in writing between Albors and Purchaser.
Article 2 Prices.
1. The sum that Purchaser is due to Albors for products or services, shall be charged by Albors based on the agreed price of the product or the service in EURO, increased with the applicable vat and other (customs) duties unless other price arrangements have been agreed by Albors and Purchaser in writing.
2. Prices of products and services may be increased by Albors due to an increase in production or labor costs. Such price increase will at the earliest take effect after two (2) months after a written notiﬁcation by Albors to Purchaser specifying the price increase.
3. Payments in other currencies than EURO are only accepted by Albors if that has explicitly been agreed in writing.
Article 3 Placing of orders.
1. Offers of Albors to Purchaser can unilaterally be amended by Albors as long as they have not resulted in an order of Purchaser that has been accepted by Albors.
2. Order must be placed on the website (https://www.albors.it) in writing, per e-mail by a person who is authorized to represent Purchaser. The contact details with respect to the placement of orders are E-mail: firstname.lastname@example.org Telephone: +39 0248405758
3. Only after a written conﬁrmation of the order by Albors to Purchaser, the order will be binding. Albors shall not be obliged to accept any order.
4. Purchaser acknowledges that Albors operates on the basis of make-to-stock.
Article 4 Delivery terms, costs, and risks.
1. Albors is entitled to deliver an order in installments. Those deliveries may be charged by Albors pro-rata.
2. Delivery terms that are provided by Albors shall not constitute fatal deadlines unless explicitly stated (using the word “fatal”). Albors shall only become liable for damages for not meeting non-fatal delivery terms in case of and in accordance with Article 7.1 sub c (and Article 7.2).
3. Any term for delivery (fatal or not) shall be extended when it is exceeded by Albors due to circumstances that are not attributable to it (such as force majeure), with a term that shall at least be equal to the duration of those circumstances. If the exceeding of a delivery term, due to the aforementioned mentioned circumstances, lasts longer than two (2) months, both Purchaser and Albors shall be entitled to rescind the agreement. Prior to the expiry of this term dissolution based on the aforementioned circumstances shall be excluded.
4. Albors is not bound to an agree fatal delivery term if Purchaser fails to perform its obligations, speciﬁcally regarding the payment of the agreed prices. In these cases, Albors reserves the right to claim the suspension of its obligations based on the performance of the agreement by Purchaser.
5. Information on Albors about the size of packages or the type of packaging is non-binding. Albors may itself elect the packaging and route of delivery in accordance with the applicable requirements on a case by case basis, after consultation with Purchaser.
6. By default, unless otherwise agreed in writing, shipment will take place out of the warehouse from Albors, Ex Works (Inco Terms 2010).
7. Costs and damages that arise for Albors due to a delay of delivery because of a delay in the acceptance by Purchaser (in particular costs for storage and price differences) shall be at the account of Purchaser.
8. The orders will only be delivered after full payment of such order by Purchaser.
Article 5 Acceptance, visible and hidden defects.
1. Purchaser is obliged to investigate the products ordered immediately upon arrival at the place and address of destination indicated in the order by the Purchaser, and to notify Albors ultimately within fourteen (14) days of any possible visible defects in the products. Hidden defects in the products must be reported by Purchaser to Albors in writing, per e-mail to email@example.com, as soon as they have been discovered, but no later than seven (7) days after discovery. Complaints that are reported to agents of Albors or to other third parties do not qualify as a notiﬁcation to Albors.
2. Visible and hidden defects that are not ultimately reported within the respective periods stated in Article 5.1 do not beneﬁt from any guarantee.
3. The right of Purchaser to claim defects in products will expire once 80% of the shelf-life of the product has expired, to be determined by the production date and expiry date of the particular product.
4. Albors will assess claims of Purchaser relating to defects in products in accordance with its Quality Assurance procedure. Albors will try to respond to Purchaser within four (4) weeks after receipt of a claim. Albors’ conﬁrmation of the existence of a defect, reported by Purchaser to Albors in accordance with Articles 5.1 and 5.3 shall provide Purchaser with the following rights. a. Purchaser may request Albors to provide subsequent performance by delivering products without defects. On subsequent performance, the terms of Article4 with regard to the term of delivery apply accordingly. b.. Only if Albors refuses to provide a subsequent performance as in Article 5.4 sub a, Purchaser may claim damages in accordance with the terms of Article 7.1 sub a.
Article 6 Speciﬁcations and responsibility for use of products.
1. Purchaser must itself verify that the ordered product is suitable for the purposes envisaged by Purchaser and that it avails of the required license(s) for such use. Compliance with applicable laws and regulations in relation to the use of products delivered by Albors shall be the exclusive responsibility of Purchaser.
2. General product data that are provided in a public catalog or website of Albors, are only indicative and do not constitute a binding declaration with regard to the quality of the products. Albors shall not be liable for any inaccuracy of such data.
Article 7 Limitation of liability.
1. Albors shall not be liable for-and Purchaser shall indemnify Albors and hold it harmless from-all damages of the purchaser, third party claims and ﬁnes imposed on Purchaser and/or Albors in relation to the products or services, offered, sold or delivered by Albors to Purchaser, including due to infringement of third party’s intellectual property rights, except for damages: General Terms and Conditions of Sales Albors Srl. 2021 © a. caused by willful misconduct, gross negligence or breach of performance of a contractual obligation by Albors. In case a breach of performance can be remedied, Albors shall only become liable for damages if Purchaser has notiﬁed Albors of the default in writing and has provided it with at least thirty (30) days time, to remedy the default; b. caused by a breach of a guarantee provided by Albors; and/or c. caused by delay in delivery by Albors, if following on a delivery term, a period of at least four (4) weeks has also passed without delivery, and Albors is responsible for the delay of the delivery. In this case, the liability for damages is limited to the monetary damage that is customary for the type of contract.
2. Compensation of consequential or indirect damages, such as lost revenues and lost proﬁts, is always excluded.
3. Article 7 shall not exclude or limit liability that cannot be excluded or limited based on italian statutory law.
Article 8 Duty to inform Albors of third party complaints.
1. Irrespective of applicability of Article 5, Purchaser shall always notify Albors without delay following receipt of a complaint of a third party relating to products and services of Albors, to E-mail: firstname.lastname@example.org, Telephone: +39 0248405758 Purchaser shall provide sufﬁcient information to allow a meaningful assessment of the complaint by Albors.
2. Bioseutica will assess third-party complaints in accordance with its Quality Assurance procedure. The purchaser will cooperate and will follow all reasonable instructions provided by Albors on the handling of the third-party complaint.
Article 9 Conﬁdentiality, data privacy.
1. Each party undertakes to keep secret any conﬁdential information disclosed to it by the other party during the performance of an agreement or the negotiations leading up to it.
2. The obligations to maintain secrecy do not pertain to information that was already known to a party at the time that the information was disclosed to that party, or to information that has been or must be disclosed further to a statutory obligation or judicial decision.
3. If any other agreement between Albors and Purchaser includes conﬁdentiality obligations that are in conﬂict with the obligations of this Article 9, the terms of such other agreement shall take precedence.
4. The provisions of this Article 9 will remain in force after the termination of an agreement.
Article 10 No license.
Unless explicitly agreed in writing, Purchaser shall not have a license and is not allowed to use intellectual property owned or controlled by Albors, such as patents and trademarks.
Article 11 Payment terms.
1. The standard payment term for Bioseutica’s invoices is thirty (30) days after the date of the invoice unless agreed otherwise in writing.
2. In the event of late payment, Albors is entitled to charge statutory interest over the unpaid amount, without a notice of default being required, whereas also other debt collection costs may be claimed by Bioseutica.
3. The right of Purchaser not to make payment by way of settling existing counterclaims is excluded, except for counterclaims that are undisputed by Albors.
4. All claims that Albors has on the Purchaser, irrespective of the grounds on which those are based, become immediately claimable in case circumstances arise that provide Albors the right to terminate an agreement.
Article 12 Force majeure.
Neither party shall be liable for the non-performance of its contractual obligations if such non-performance is to be attributed to circumstances that are beyond its control, inter alia in the following circumstances: fire, war, seizure, shortage of raw materials, interruption of energy supply, industrial disputes, strikes and breaches of contract by suppliers due to one of those mentioned causes. This term applies to all contractual obligations, including subsequent performance.
Article 13 Retention of title. Each product that is delivered by Bioseutica to Purchaser, remains owned by Albors until the price has been fully paid.
Article 14 Right to rescind an agreement.
1. Albors is entitled to rescind an agreement based on the following grounds:
a. When Purchaser appears to lack solvability. Lack of solvability may automatically be presumed in case of a protest ﬁled against a bill of exchange or a cheque, the cessation of making payments by Purchaser or an unsuccessful debt collection against Purchaser, also when this has occurred between a third party and Purchaser;
b. If it appears that Purchaser has intentionally provided incorrect information about its status of solvability;
c. If products that are subject to a retention of title by Albors, are sold or delivered by Purchaser to third parties differently than in the regular course of the daily business of Purchaser, or if encumbrances are placed on them, especially by the placement of a lien or by a seizure, unless Albors has given its prior written consent thereto.
d. Any other ground provided for by the Italian Civil Code or these General Terms and Conditions.
Article 15 Jurisdiction, applicable law.
1. The district court of Milan shall have exclusive jurisdiction in relation to disputes between Albors and purchaser, arising from a sale or delivery of products or services by Albors to Purchaser, or from orders or offers related thereto.
2. To the sale and delivery of products and services by Albors to Purchaser, to orders and offers related thereto and to these General Terms and Conditions, and the applicability thereof, Italian law shall apply. The law of the Convention on Contracts for the International Sale of Goods (CISG) of the United Nations of 11-04-1980, is in addition thereto applicable to international transactions. These General Terms and Conditions shall in such cases take precedence over the rules of the CISG.
3. These General Terms and Conditions are available in the English language only. General Terms and Conditions of Sales - Albors Srl 2021 ©
Welcome to Albors.it!
These terms and conditions outline the rules and regulations for the use of Albors's Website, located at www.albors.it.
By accessing this website we assume you accept these terms and conditions. Do not continue to use Albors.it if you do not agree to take all of the terms and conditions stated on this page.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: "Client", "You" and "Your" refers to you, the person log on this website and compliant to the Company’s terms and conditions. "The Company", "Ourselves", "We", "Our" and "Us", refers to our Company. "Party", "Parties", or "Us", refers to both the Client and ourselves. All terms refer to the offer, acceptance, and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of the provision of the Company’s stated services, in accordance with and subject to, prevailing law of ITALY. Any use of the above terminology or other words in the singular, plural, capitalization, and/or he/she or they, are taken as interchangeable and therefore as referring to same.
Unless otherwise stated, Albors and/or its licensors own the intellectual property rights for all material on Albors.it. All intellectual property rights are reserved. You may access this from Albors.it for your own personal use subject to restrictions set in these terms and conditions.
You must not:
- Republish material from Albors.it
- Sell, rent or sub-license material from Albors.it
- Reproduce, duplicate or copy material from Albors.it
- Redistribute content from Albors.it
Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Albors does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Albors, its agents, and/or affiliates. Comments reflect the views and opinions of the person who posts their views and opinions. To the extent permitted by applicable laws, Albors shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.
Albors reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.
You warrant and represent that:
- You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
- The Comments do not invade any intellectual property right, including without limitation copyright, patent, or trademark of any third party;
- The Comments do not contain any defamatory, libelous, offensive, indecent, or otherwise unlawful material which is an invasion of privacy
- The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant Albors a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats, or media.
Hyperlinking to our Content
The following organizations may link to our Website without prior written approval:
- Government agencies;
- Search engines;
- News organizations;
- Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
- System-wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.
We may consider and approve other link requests from the following types of organizations:
- commonly-known consumer and/or business information sources;
- dot.com community sites;
- associations or other groups representing charities;
- online directory distributors;
- internet portals;
- accounting, law, and consulting firms; and
- educational institutions and trade associations.
We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Albors, and (d) the link is in the context of general resource information.
These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.
If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Albors. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.
Approved organizations may hyperlink to our Website as follows:
- By use of our corporate name; or
- By use of the uniform resource locator being linked to; or
- By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.
No use of Albors's logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.
We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that are rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
Reservation of Rights
We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.
Removal of links from our website
If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.
We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.
To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:
- limit or exclude our or your liability for death or personal injury;
- limit or exclude our or your liability for fraud or fraudulent misrepresentation;
- limit any of our or your liabilities in any way that is not permitted under applicable law; or
- exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.
As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.