The following terms and conditions (the “General Terms of Sale”) form an integral part of the contracts concluded between the Seller and the Buyer for the supply of the Seller’s products.
The General Conditions of Sale apply to all transactions concluded between the Seller and the Buyer without the need for there to be an express reference to the same or a specific agreement to this effect at the conclusion of each individual transaction. Any condition or different term applies only if confirmed in writing by the Seller.
The Seller reserves the right to modify, supplement or change the General Conditions of Sale, attaching these variations to the offers or to any correspondence sent in writing to the Buyer.
Offers and Orders.
The offers of the Seller are not to be considered binding, in particular with reference to the quantities, prices and delivery terms.
Prices and Payment Terms.
Product prices include VAT, which must be paid upon delivery or in accordance with the specific provisions indicated on the invoice.
Fees, taxes, shipping, insurance, installation, end-user training, after-sales service are not included in the prices if not listed separately.
In the event that the Buyer does not make the payment in the terms and according to the methods indicated by the Seller or in the event that the buyer’s activity is not conducted in accordance with the ordinary course of business, thereby, without limitation, meaning the issue of seizure or protest, or when payments have been delayed or insolvency proceedings have been requested or promoted, the Seller has the right, at its discretion, to suspend or cancel further deliveries and to declare any claim arising from the business relationship as immediately payable. Furthermore the Seller can in such cases request advance payments or a guarantee deposit.
The Purchaser has no right to make any compensation, withholding or reduction except in the event that his / her request to do so has been definitively and judicially accepted.
Terms of delivery.
Unless otherwise agreed in writing, any delivery terms indicated are not binding for the Seller. Unless otherwise agreed between the parties, the indicative delivery time is that specified in the “delivery times and costs” page.
The Seller reserves the right to reasonably make partial deliveries.
Any liability for delivery resulting from force majeure or other unforeseeable events not attributable to the Seller, including, without limitation, strikes, lockouts, public administration provisions, subsequent blocks of export or import possibilities, in consideration of their duration and of their size, they release the Seller from the obligation to respect any agreed delivery term.
Duty to Inspect and Accept Products.
Upon taking delivery of the Products, the Buyer shall immediately: check the quantities and packaging of the Products and record any objection in the delivery note; carry out a conformity check of the Products with respect to what is indicated in the order confirmation and record any discrepancies in the delivery note.
Any Product for which no dispute has been raised in accordance with the procedures and terms indicated above is considered approved and accepted by the Buyer.
Limitation of Liability.
Except in cases of justified dispute raised in accordance with the provisions of paragraph 5 above, no further right or remedy is recognized to the Buyer. In particular, the Seller is not responsible for any compensation requested for breach or breach of contract, for any direct damage or loss of profit borne by the Buyer as a result of the use, non-use, or installation of the Products in other products, except in the cases covered by the warranty indicated in the paragraph relating to the guarantees or in the case of fraud or gross negligence on the part of the Seller
The Seller will do everything in its power to deliver the Products within the terms agreed upon, but in no case may it be held liable for damages directly or indirectly caused by the delayed execution of a contract or the delayed delivery of the Products.
The catalogs, price lists or other promotional material of the Seller constitute only an indication of the type of Products and prices and the indications indicated therein are not binding for the Seller. The Seller assumes no responsibility for errors or omissions contained in its price lists or in its promotional material.
Right of recession.
If the CUSTOMER intends to challenge the congruity of one of the delivered items, it is mandatory to give written notice as specified in the “Right of Withdrawal” page; otherwise this element is to be considered accepted in full.
Intellectual property of Herborea s.r.l.
IThe Customer expressly acknowledges that the trademarks, trade names or other distinctive signs affixed to the goods are the exclusive property of Herborea s.r.l. and may not be altered, modified, removed or deleted in any way. The Customer has the limited right to use the trademarks, trade names or other distinctive signs, as well as any other industrial property right or manufacturing and commercial know-how incorporated in the goods and which remains the exclusive property of Herborea srl, only and limited purpose of reselling the goods to the public. Any different use of the intellectual property of Herborea s.r.l. by the Customer, unless expressly granted by Herborea s.r.l. the same in writing, will be understood as violation by the Customer of the aforementioned exclusive rights of Herborea s.r.l., also in terms of contractual liability and, as such, will be properly prosecuted.
The documents, drawings, data and information (both in paper form and on electronic media) that may be delivered to the Customer remain the exclusive property of Herborea s.r.l. and constitute support for a better representation of the Products and are indicative of the performance of the Product itself. The Customer undertakes not to reproduce them, not to disclose them to third parties and also to take appropriate precautions against his staff in order to ensure their protection.
Processing of Personal Data.
The Buyer’s personal data will be processed in accordance with the Italian law on the processing of personal data (article 13 of the GDPR EU Regulation 2016/679). The Seller informs the Buyer that the Seller is the data controller and that the Buyer’s personal data is collected and processed exclusively for the execution of this agreement. Ai sensi del Dlgs 196 del 30 giugno 2003 e dell’art. 13 GDPR (EU Regulation 2016/679), the Purchaser has the right to request the Seller to update, correct, integrate, cancel and transform their data anonymously. You can find more information on the processing of data on the “Privacy Policy” page
