- Conclusion of the contract
Verbal agreements with our officials, employees and/or agents have the effect of mere negotiations. This order must be completed in all its parts and duly signed by the buyer. It will be considered tacitly accepted, if within 45 days from the subscription of the same, the buyer will not receive communication to the contrary from DIEM Srl.
The “General Conditions of Sale” are applicable to all orders accepted by DIEM; any particular conditions that are not provided or mentioned in these General Conditions of Sale must be expressly agreed in writing from time to time and contain the specific acceptance of DIEM, the agent one is not sufficient.
The agreed prices are meant as “Ex Company” by DIEM and do not include VAT and costs for packaging, transport and any royalties. DIEM reserves the right to adjust the agreed prices by giving notice by registered mail within 60 days of the agreed delivery date. If the buyer does not wish to accept these price changes, he will have the right to withdraw from the contract by giving written communication by registered letter or post pec no later than 10 days from receipt of the communication referred to in the previous paragraph.
- Order cancellation
The buyer has the right to cancel the order, without incurring obligations and / or penalties, in the cases provided for by Art. 3 of this contract or in the event that the cancellation is received by DIEM in writing by registered mail with a minimum notice of 45 days from the expected delivery date. In all other cases, the provisions of the contract apply.
The delivery will take place, compatibly with the production rhythm of DIEM, presumably in the week indicated in the order which must therefore be considered merely indicative; DIEM is expressly exempt from any liability for delays in delivery or for any failed deliveries, or for partial deliveries of the products to be grown. Delivery is considered made when the cultivation products are made available to the buyer, or to a third party appointed by him at the DIEM factory (“Ex-Farm”). Any risk inherent in the cultivation products will be borne by the buyer from the moment in which these products are made available to the latter in accordance with the provisions of this article.
The buyer expressly acknowledges DIEM the right to replace the varieties of cultivation products that have been used up with other similar varieties for delivery.
DIEM specifies that the requested goods may differ from those ordered by nature and / or type and / or size and / or color, due to imponderable seasonal contingencies (such as, for example, merely by way of example and not exhaustive, adverse weather conditions) and / or economic situation (such as, for example, but not limited to, perishing crops) for which DIEM cannot be held responsible in any way.
DIEM therefore reserves the right to replace the ordered varieties without this causing any. The quantities ordered can be rounded up to the packaging unit prefixed by DIEM. In this case, the buyer undertakes to purchase these additional units and to pay the price.
- Guarantees and limitations of liability
DIEM guarantees the quality of the cultivation products with the intrinsic imperfections that their natural conformation entails. DIEM does not guarantee the successful outcome of engraftment, the correct growth and flowering of cultivation products. Any technical assistance that DIEM provided to the purchaser is to be considered free of charge and absolutely optional and in any case such as not to give rise to any liability for DIEM or recognition of any responsibility on the part of the latter.
The buyer is aware that the cultivation products may undergo rapid changes in their status, therefore, the purchaser undertakes to carefully inspect them on delivery and subsequently to scrupulously follow the cultivation indications for the growth and maintenance of the cultivation products.
In the event that the cultivation products present defects or defects, the buyer must report, under penalty of forfeiture, such defects or defects by written communication to DIEM within 5 days of receipt of the products and in any case before they are used or resold. The communication must include a detailed description of the defect found accompanied by a photographic report. Any defects, if ascertained, will only give the buyer the right to request the replacement of the products or in the event that they are not available, the return of any amounts paid in relation to these products only. Therefore, the arbitrary reduction of the price, the termination of the contract and any compensation for damages or anything else are excluded.
Payments must be made within 30 days of delivery to the home of DIEM, unless otherwise agreed to be made on a case by case basis in writing.
Payments must be made in full even if the cultivation products have not been taken over, in accordance with art. 5 or just in case the buyer has canceled the order, partially or totally, except as provided in Art.4. If the buyer does not promptly meet the payment obligations within the deadline and in the established ways, the same will be considered to be in default without the need for any notice. In this case, DIEM, without prejudice to the right to compensation for greater damages, will be entitled to request the payment of an interest equal to 1.25% monthly, starting from the expiry of the term established for the payment and to cancel any other orders, requesting furthermore, the immediate payment of any further debts, although not yet due to DIEM.
In the event that the application of the default interest referred to above exceeds the rate established pursuant to the article. 2 paragraph 1 and 4 of the law 7. March 1996 n ° 108, it will be adjusted in order not to exceed the maximum measure foreseen by the law. Unless expressly authorized in writing by DIEM, the buyer cannot make payments to third parties including agents and representatives.
- Retention of title
The cultivation products referred to in this order are subject to a retention of title in favor of DIEM until full payment of the sums owed by the buyer in any capacity in relation to the aforementioned products.
- Trademarks and patents
Cultivation materials relating to plants, cuttings, sprouts and / or parts of them that are protected by patent rights, will be appropriately marked by DIEM with specific abbreviations (“Protected Varieties”). Cultivation materials relating to plants, cuttings, sprouts and / or parts of them that are protected by patent rights, are subject to constant changes and therefore properly listed and distinguished on official. sites and always updated by the “Community Plant Variety Office” and / or “International Union for the Protection of New Varieties of Plants”: www.cpvo.europa.eu and www.upov.int. Under no circumstances can all Protected Varieties be transferred by the purchaser to third parties before they have reached the “finished product in bloom” status. The Protected Varieties must only be used for cultivation within the buyer’s company. In addition, the Protected Varieties that have reached the “finished product in bloom” status can be resold exclusively under the name or any individual trademark of the Protected Varieties as indicated in the purchase order or other sales documents.
The customer acknowledges that the DIEM products marked in the order with specific identification codes are covered by a patent. Therefore, any reproduction or multiplication by cuttings or other means is prohibited without DIEM’s prior written authorization.
The buyer undertakes to comply without fail with the directives formulated by DIEM for the protection of nature and the plant characteristics of the cultivation products. In this regard, the Customer unconditionally authorizes the access to its production plants DIEM and / or Inspector Agent staff appointed by the patent holder in order to verify the correct application of the laws in force to protect the right of the right, including the correct use of the original labels mentioned below, as well as the control of the quality level of the cultivation products.
The buyer undertakes without fail to market and / or sell the cultivation products marked by DIEM only if they have the original label provided by DIEM and / or other support. The buyer undertakes to affix said label / support on each product, as well as to communicate to its customers that the brands of the products for cultivation sold are registered, that the plant varieties shown on the labels are non-reproducible protected varieties and that there is the obligation to sell them exclusively accompanied by the original label.
The buyer agrees to display, on sales documents such as, by way of example, invoices and delivery notes and transport documents, the exact name and quantity of cultivation products sold and, furthermore, to certify on said documents that the products were labeled.
If the buyer finds a mutant of one of the Protected Varieties, he will immediately communicate it by registered letter and / or post pec to DIEM. Upon DIEM’s written request, the purchaser will transfer to this free of charge the mutant’s test materials which will be promptly delivered following the receipt of the relevant request.
The buyer acknowledges that all rights of ownership relating to mutants obtained by any means or methods, are the exclusive property of DIEM.
- Data processing
The buyer pursuant to and for the purposes of art. 11 of law 675/96 expressly declares after receiving extensive and regular information, to give its consent to the processing of the personal data referred to above by DIEM and / or to their communication to the company in charge of carrying out checks on the illegitimate reproduction of patented plant varieties.
- Applicable law
The General Conditions of Sale, orders and related relationships are governed exclusively by the rules of the Italian Civil Code; however, DIEM is also entitled to avail itself of the application of uniform laws on the international sale of tangible movable property.
- Quality of entrepreneur
In the transmission of an order, the buyer confirms his status as an entrepreneur by signing the general conditions of sale and undertakes to accept all the aforementioned conditions which form an integral part of the contract concluded.
For any dispute relating to these General Conditions of Sale, the Court of Latina will be exclusively competent.
DIEM Srl Soc. Agr. Legal address : Via dei Sicani, 12 – 04100 – Latina (LT) – Italy Operative address : strada del Malconsiglio 1466 – 04100 – Latina (LT) – Italy – Partita IVA: 02039710591
Contatti: Tel. +39 0773 208183 – E-mail: firstname.lastname@example.org www.diemhibiscus.it
DIEM SRL SOC. AGR.
Pursuant to and for the purposes of articles.1341 and 1342 of the Italian Civil Code, the parties declare that they expressly approve the aforementioned clauses referred to the following numbers: 1. Form for the conclusion of the contract; 2. Applicability; 3. Prices; 4. Cancellation of the order; 5. Delivery; 6. Warranties and limitations of liability; 7. Payments; 8. Reserve Property; 9. Trademarks and patents; 10. Data processing; 11. Law applicable; 12. Qualities of entrepreneur; 13. Jurisdiction, all of them duly discussed and agreed.