7.3.
For pharmaceutical Products, unless otherwise specified in the Product Specifications 14. APPLICABLE LAW AND DISPUTES
Sheet, our Products have been designed and assessed only for oral route of administration. Any 14.1. The Contract and/or any Order shall be subject to Italian Law. The provisions of theother usage or intention to use the Product in any other route of administration by the Customer United Nations Convention on Contracts for the International Sale of Goods (1980) are expressly
shall be under its sole responsibility.
excluded.
7.4.
Seller warrants that any services associated with the Product performed by it, on its 14.2. Any dispute or difficulty arising out of the Contract and/or any Order‘s execution whichbehalf, as allocated in this Contract, have or will be performed with reasonable care and skill.
could not be settled amicably by the Parties, shall be submitted to the exclusive jurisdiction of the
All sales by Seller to Customer shall be exclusively governed by these General Conditions of 7.5.
In case of bulk delivery, there is no warranty after the unloading of the Product by Courts of Alessandria, Italy.
Sale, unless otherwise stated in writing by Seller.
Customer.
7.6.
Seller shall not provide any warranty concerning the absence of any defect, whether 15. ETHICS AND COMPLIANCE
1. DEFINITION
latent or not in the Products if used after the shelf life and/or expiry date and/or best before date 15.1. Each Party represents on behalf of itself and its partners, employees, agents,“CMR” means Contract for the International Carriage of Goods by Road;
and/or retest date.
representatives, officers, directors, and managers, that no payment or transfer will be allowed in"Confidential Information" means all information provided by one Party or otherwise made 7.7.
If, after receipt of a written notice asserting noncompliance, Seller determines that the purpose or effect of corruption, public or commercial bribery, or any conduct that may be seen
known to the other Party in connection with the Contract and /or Order, that relates to the Product did not meet the warranty specified above, Customer may, at Seller’s expense and upon or construed as breaching any applicable Anti-bribery and Corruption (ABC) regulations such as
business, affairs, price, payment conditions, products, transformation or manufacturing process, receiving prior written authorization from Seller, deliver such Product to a facility designated by Italian D. Lgs. N. 231/01, French Loi Sapin II, UK Bribery Act, USA Foreign Corrupt Practices Act,developments, trade secrets, know how, personnel, customers, prospects and suppliers of either Seller, Seller shall at its option replace the Products or return to Customer a credit in the amount and other similar regulations, nor will accept or allow any kind of extortion, bribery, money
Party whether designated as “confidential information” or not by a Party, together with all of the price paid for the Products. This replacement or refund does not apply to Products misused laundering, unfair competition or commercial practice or any tort act or improper to carry out
information derived from the foregoing, but excluding any information (i) independently developed or damaged because of accident or improper handling, shipping damage, or alterations outside business or obtaining any other benefit.
by the receiving party without using the confidential information of the disclosing party, (ii) publicly of Sellers's facilities. Seller's liability, and Customer’s exclusive remedy, for Products, whether 15.2. Each Party warrants the implementation and compliance with its standards stated in its
disclosed by an entity other than the receiving Party under no duty of confidentiality or (iii) under warranty, contract, tort (including negligence), or otherwise, is expressly limited to the respective Code of Conduct, as provided to the other Party.
rightfully in the possession of the receiving party without a duty of confidentiality prior to the foregoing, and shall not in any event exceed the original invoiced price of the Products. As herein 15.3. Each Party represents on behalf of itself and its partners, employees, agents, employees,
receipt of such information;
provided and upon the expiration of the period specified above, all such liability shall terminate. officers, directors, and managers, that none of its activities related to this Contract constitute a“Customer” means the company which is buying the Product from Seller;
Any such refund or replacement is conditional upon the original Products being returned to Seller breach of any applicable ABC regulations as of the effective date of this Contract; and that it has“Party” means either Seller or Customer;
or destroyed by Customer, if required by Seller, and provided the destruction is proven by not been formally notified that it is under investigation for beaching any applicable ABC“Parties” means collectively Seller and Customer;
Customer. Seller has the right to demand and test samples of any Products in relation to which regulations.
“Product” means the product sold by Seller;
Customer makes a quality claim, as well as inspect the site Customer has stored such Products. 15.4. The Parties shall work with reliable partners not included in any government-published“Order” means the order placed by Customer to buy Product from Seller;
7.8.
Seller shall not be liable for a breach of any of the warranties in Section 7 above if:
restrictions or prohibition lists.
“Seller” means Roquette Italia S.p.a, a corporation organized under the laws of Italy having its 7.8.1. Customer makes any further use of such Products after giving a notice of defect; or
15.5. Each Party shall be allowed to audit the other party using independent third-party
registered office at via Serravalle 26, 15063 Cassano Spinola (AL), ITALY, C.F. and VAT n. 7.8.2. the defect arose because Customer failed to follow Seller’s instructions, including, without assurance.
00161980065
limitation, any instructions relating to the movement, storage, handling or use of the Products or, 15.6. In the case, a Party is not complying with such laws or if one of the Parties is or is
if there are none, good trade practice.
suspected to be in breach of this Section, the other Party will be entitled at its own discretion to:
2. ENTIRE AGREEMENT
7.9.
SELLER MAKES NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, (i)request the other Party to implement appropriate policies and processes within a
2.1.
These General Conditions of Sale (the “Conditions”), together with other commercial STATUTORY OR OTHERWISE, CONCERNING THE PRODUCTS, INCLUDING, WITHOUT reasonable timeframe; orterms, if any, mutually agreed to by Customer and Seller (“Commercial Terms”), contain the entire LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR (ii)suspend and/or terminate the Contract without further obligation under the Contract.
and exclusive agreement between the Parties and, are referred to herein as the “Contract”. If MERCHANTABILITY OR THE RESULTS TO BE DERIVED FROM THE USE OF THE 15.7. Customer declares to know the content of the Legislative Decree of 8 June 2001 n. 231
there is a conflict between the Conditions and the Commercial Terms, the Commercial Terms PRODUCTS. CUSTOMER ASSUMES ALL RISKS AND LIABILITY FOR (I) RESULTS and the requirements contained in the Group Code of Conduct adopted by the Company, as anshall prevail. All terms and conditions contained or referenced in any prior or subsequent oral or OBTAINED BY THE USE OF THE PRODUCT PURCHASED HEREUNDER, WHETHER USED integral and substantial part of this contract and declares that it accepts them in their entirety andwritten communication, including, without limitation, terms and conditions contained in an Order AS DELIVERED OR IN COMBINATION WITH OTHER PRODUCTS; (II) DETERMINING refrains from any conduct contrary to them. The contracting authority’s failure to comply with theor another document issued by the Customer, which are different from or in addition to the FITNESS FOR USE IN, OR IN CONJUNCTION WITH, OTHER PRODUCTS; (III) THE undertaking given in the preceding paragraphs may result in a breach of contract which may
Contract are hereby rejected and shall not be binding on Seller, and Seller hereby objects thereto. TRUTHFULNESS AND ACCURACY OF CUSTOMER’S MARKETING AND ADVERTISING OF legitimize the termination of the contract in accordance with art. 1456 c.c..
No addition to, or alteration or modification of, the Contract shall be valid unless made in a writing ANY PRODUCT OF CUSTOMER INTO WHICH SELLER’S PRODUCT MAY BE
signed by an authorized representative of each Party specifically referring to the Contract. INCORPORATED; (IV) OBTAINING GOVERNMENTAL HEALTH, SAFETY, ENVIRONMENTAL 16. DATA PROTECTION
Customer shall be deemed to have full knowledge of the Conditions herein. These Conditions OR OTHER APPROVALS FOR UTILIZATION; AND (V) FOR ANY LOSS OR DAMAGE 16.1. Each Party shall comply with the applicable regulations when processing personal data,
shall apply to all Orders, whether or not referred to, in the Order.
RESULTING FROM THE HANDLING, USE OR MISUSE BY CUSTOMER OF PRODUCTS in particular European Regulation 2016/679 on the protection of personal data of 27 April 2016
2.2.
Except as otherwise agreed in writing, any acceptance of the price stated in the PURCHASED HEREUNDER.
(“General Data Protection Regulation”).
Commercial Terms from Seller by return signature or email confirmation, or any Order placed
16.2. The Customer is informed that the personal data communicated to allow the supply ofafterward will imply the tacit acceptance of all terms of the same and the applicable Conditions 8. PRICE AND TERMS OF PAYMENT
our Products or information and services requested are subject to processing by Seller, as Data
referenced herein.
8.1.
The Products are invoiced according to either the applicable price in the Commercial Controller, for the purposes of administrative and commercial management.
Terms or, if no Commercial Terms in accordance with the last Seller’s commercial offer valid at 16.3. Seller undertakes to guarantee to Customer the protection of its personal data by default
3. ORDER AND CONFIRMATION ORDER
the date of Order. Product price shall be in the currency contained in such terms. The invoice will and from their collection by appropriate physical and IT measures.
3.1.
Orders shall be placed in accordance with agreed lead-time (including the production and be issued upon shipment of the Product.
16.4. Seller reserves the right to send to Customer a newsletter, commercial offers ortransportation’s lead-times) and if not, Seller’s lead-time, communicated to Customer on demand. 8.2.
Any service the Customer may need, in particular relating to special delivery conditions, information about special operation organized by Seller via the email address communicated by
3.2.
For Orders processed via electronic data interchange (EDI): the Orders shall be that is not included in this Commercial Terms, shall be subject to formal acceptance of Seller and Customer. If Customer doesn’t want to receive these offers anymore, he can unsubscribe at any
processed automatically by Seller. In case of incompatibility or rejection of the Order for whatever is subject to additional fees.
time by clicking on the link indicated for this purpose in these emails.
reason, Seller will inform Customer.
8.3.
In the event of a change in any law or government-enacted regulation or decree, 16.5. If one of the Parties has to transfer personal data to countries outside the European
3.3.
For Orders placed by any other means of communication than EDI, the Orders shall only circumstances of an economic nature, or any other exceptional event, unforeseeable at the time Economic Area (EEA) and deemed not to provide an adequate level of protection for personal
be considered definitive once a written and signed order confirmation has been sent by Seller.
of the conclusion of the Order/Contract, and foreign to the Seller’s company, which would have data, appropriate safeguards listed in data protection legislation has to be put in place.
3.4.
The sale exclusively concerns the Product described in the Contract and/or order the effect of upsetting the economic bases of the commercial relationship existing between the 16.6. In compliance with data protection regulations in force, especially the General Data
confirmation. In the absence of mutually agreed, written Commercial Terms to the contrary, any Parties to the point of making it seriously prejudicial and/or difficult for one and/or the other Party Protection Regulation (GDPR), Customer can access its personal data, rectify them, request theirdelivery of Products under an individual Order shall constitute a separate Contract between the to perform their obligations, the Parties undertake to renegotiate the existed before the erasure, or exercise its right to limit their processing.
Parties.
occurrence of this change in circumstances. The Parties agree to meet no later than eight (8) 16.7. To exercise these rights or for any questions about the processing of the data, Customer
days after the date of receipt or, in the absence of receipt, the date of first presentation of the can use the webform of data subject request available on the site: https://www.roquette.com/data4. MODIFICATION OR CANCELLATION OF ORDERS
registered letter with acknowledgement of receipt sent by one of them to the other and formulating protection or contact the Data Protection Officer at: dpo.italy@roquette.com
4.1.
Customer may not cancel, alter, or suspend delivery of this order below lead time, except a request for renegotiation. The renegotiation shall not exceed thirty (30) days and the Parties 16.8. If Customer believe, after having contacted Seller, that its rights over its personal datawith Seller's written consent, such modification or cancelation being subject to a surcharge. No agree that the renegotiation shall be carried out in good faith, and in particular, without any have not been respected, Customer can lodge a complaint to relevant Data Protection Authority.
cancellation is permitted after the shipment of the Products.
wrongful conduct impeding the circumstances. If no agreement is reached at the end of therenegotiation period, the commercial relationship will be terminated by operation of law at the 17. GENERAL
5. QUANTITY, TIMING AND DATE OF DELIVERY
request of either Party. Such early termination shall take effect upon the expiration of a thirty (30) 17.1. For sake of clarity, the use of any platform to conduct trade electronically is strictly limited
5.1.
Except as expressly provided otherwise in the written Commercial Terms, the quantities day notice period. Obligations owed by either Party prior to the occurrence of the change in to the facilitation of the exchange of commercial documents. In no event, Seller will abide by any
indicated in the Commercial Terms are non-binding for both Parties. This means for the circumstances shall be performed under the terms and conditions applicable prior to such terms and conditions, which might exist on any platform designated by the customer, Seller would
avoidance of doubt that acceptance of the Commercial Terms does not constitute a supply occurrence.
be forced to accept in order to be able to complete any administrative referencing process and/or
agreement in itself and does not create any contractual obligations or contractual rights for 8.4.
Except as otherwise provided in the Commercial Terms, the payment term shall be 30- to submit any quotation or any other commercial document, whether or not in the context of a bid.
performance either for the Seller or for the Customer until Orders are placed accordingly by the days NET from the issuance of the invoice by Seller.
17.2. Customer must not resell any Product to any third parties unprocessed, unless Seller has
Customer and are expressly accepted by Seller.
8.5.
Any outstanding amount not paid by the due date will be subject, in addition to the 40 € granted its prior written consent or Customer repacks and renames such Product so that no logos,
5.2.
Subject to clause 5.1 above, Seller may supply the Product to the Customer up to the (excluding vat) fixed charge for recovery fees to the extent recoverable under the applicable law names or trademarks of Seller are communicated to such third party and thus, those resell of thevolume expressed in the Commercial Terms and as per the phasing agreed in the Commercial (Directive 2011/7/EU of the European Parliament and of the Council of 16 February 2011), from Products shall be under the sole responsibility of the Customer.
Terms or, when relevant, as per the forecast to be agreed between the Parties. For sake of clarity, the day following the settlement date displayed on the invoice, to an interest charge amounting 17.3. The relationship of the Parties is that of independent contractors dealing at arm's length.
in the absence of such forecast, the Customer’s potential needs will be considered as the total the highest rate permitted by law, per day late. Furthermore, in addition to any remedy Seller may Except as otherwise expressly stated in the Contract, nothing in the Contract and/or any Ordervolumes expressed in the Commercial Terms evenly spread. Should Customer need more have, Seller may suspend the performance of the Contract and/or Order until full payment, without shall constitute the Parties as partners, joint-venturers or co owners, constitute either Party as
volumes than those expressed in the Commercial Terms, phasing considered, delivery of those any indemnity to Customer.
the agent, employee or representative of the other, or empower either Party to act for, bind or
extra volumes is subject to availability of the Products and to new Commercial Terms to be agreed 8.6.
Notwithstanding any other rights made available to the Seller herein, if at any time, otherwise create or assume any obligation on behalf of the other Party.
between the Parties. Seller cannot be held liable anyhow, for any reason whatsoever, in case Customer’s financial responsibility or position becomes impaired, Seller may require cash 17.4. The Contract and/or any Order shall be binding upon and inure to the benefit of theSeller is not able to supply Customer with those extra volumes.
payment or satisfactory security or amend or suspend credit terms before further manufacture, Parties hereto and their respective affiliates and successors. Customer may not assign or transfer
5.3.
The Customer acknowledges and accepts that, on a quarterly basis, any quantity of shipment or delivery is made.
the Contract and/or any Order or any of its rights or obligations hereunder without the prior written
products not called off by the Customer as per the phasing for such quarter and the agreed lead 8.7.
If at any time before delivery, Customer fails to pay for any Products previously delivered consent of Seller, which may be withheld in its sole discretion.
time will not be reserved to the Customer and therefore may not be available to it at any later in accordance with the terms of sale, Seller may exercise its defaults remedies, for example by 17.5. The failure of either Party to enforce any term of or right arising pursuant to the Contract
date. Accordingly, the quantity negotiated in the Commercial Terms will be reduced without any withholding any undelivered portion of the Order/Contract.
and/or Order does not constitute a waiver of such term or right and shall in no way affect thatrecourse of action against Seller, except as determined and made available by Seller.
Party's right later to enforce or exercise the term or right.
5.4.
In each case, delivery times are indicated as precisely as possible but depend on Seller’s 9. FORCE MAJEURE
17.6. The invalidity or unenforceability of any term of or right arising pursuant to the Contract
procurement, production, transportation and storage possibilities and same if delivery times have 9.1.
With the exception of Customer’s payment obligations, which remain unchanged under and/or any Order shall not adversely affect the validity or enforceability of the remaining terms
been confirmed in writing by Seller, Seller cannot be held liable for any delay.
this Section, no Party shall be liable or responsible to the other Party, nor be deemed to have and rights.
defaulted under or breached the Order/Contract, for any failure or delay in fulfilling or performing 17.7. Provisions of the Contract and/or any Order which either are expressly intended to
6. DELIVERY, TRANSPORTATION AND INSPECTION
any term of this Order/Contract (except for any obligations to make payments to the other party survive expiry or termination of the Contract, or by their nature or context it is contemplated to
6.1.
Except as otherwise provided in the Commercial Terms, Products shall be delivered hereunder), when and to the extent such failure or delay is caused by or results from acts beyond survive such expiry or termination, shall remain in full force and effect notwithstanding such expiry
CIP/CIF port destination (INCOTERM ICC 2020).
the impacted party’s (the “Impacted Party”) control, including, but not limited to, the following force or termination.
6.2.
Seller shall keep title over the Products until full payment of the price. Issuing an majeure events (the “Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, 17.8. The Contract is entered into solely for the benefit of the Parties hereto, and no provisionobligation to pay (like a bill of exchange) shall not constitute a payment. Failure to pay at one of explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or of the Contract shall be deemed to confer upon third parties any remedy, claim, liability, cause of
the due dates may result in the Products’ claim. These provisions shall not prevent the transfer pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, action or other right or obligation in excess of those existing without reference to the Contract.
of risks to the client upon delivery of the Products, as well as any damage that may occur.
riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockade; (f) 17.9. No party other than the Parties, its successors and permitted assignees, shall have any
6.3.
Risk of loss will pass to Customer in accordance with the applicable INCOTERM, action by any governmental authority; (g) national or regional emergency; (h) strikes, labor right to enforce any of the terms of the Contract.
irrespective of whether title to the Products remains vested in Seller.
stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate energy 17.10. The Parties agree that the English version shall prevail in case of conflict between the
6.4.
The Product shall be packed for shipment in accordance with Seller’s packaging data power or transportation facilities. The Impacted Party shall give notice, within reasonable time of English version of these General Conditions of Sales and any translated version in any othersheet or any other specification signed by Seller in a manner sufficient to ensure the integrity of knowledge of the Force Majeure Event, to the other party, stating the period of time the language.
the Product. Unless otherwise agreed, warranty regarding the packaging of the Product is only occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure 17.11. The Parties mutually acknowledge that this agreement has been negotiated and drafted
given as to compliance with local regulation in the manufacturing and shipping countries.
or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party in the presence of their respective legal advisors and that, therefore, it is not necessary to sign
6.5.
When Customer is responsible for the transport in accordance with the INCOTERM shall resume the performance of its obligations as soon as reasonably practicable after the the vexatious clauses pursuant to Articles 1341 and 1342 of the Civil Code.
applicable:
removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for
6.5.1. Customer shall ensure that its carriers are fully compliant with all laws and regulations a period of sixty (60) days following notice given by it, the other party may thereafter terminate
applicable to them and requirements applicable to EFISC or equivalent’s standards.
the Order/Contract upon notice.
6.5.2. If the shipment involved is to be exempted from VAT or from any equivalent goods andservices tax provisions, Customer shall justify by all means, acceptable by Seller, the reality of 10. CONFIDENTIALITY
the shipment or transport of goods outside the national territory, in accordance with current VAT 10.1. Unless otherwise agreed in writing between the Parties in any specific non-disclosure
Laws. Consequently, Customer shall provide Seller with, at first request, all necessary and useful agreement, each Party shall not use or disclose any of the other Party's Confidential Information
information to determine that the goods are intended to leave the national territory, all proofs of other than for the sole purpose of the performance of the Contract and/or the Order, nor issuedeliveries and shall not assign the right to ship the goods to other entities in the national territory; any press release or public announcement regarding the existence, subject matter or terms ofotherwise Seller will submit the delivery of goods to national VAT;
the Contract and/or the Order, unless required by law or pursuant to an order of a competent6.5.3. Customer acknowledges the status of Authorized Economic Operator “Simplifications of authority provided a prior written notification to the other party and the Confidential Information
customs, security and safety“(AEO) of Seller issued by Customs. The AEO status recognizes the remains subject to the obligations of confidentiality and restrictions on use contained hereinsecurity of the international supply chain of Seller. Therefore, Customer agrees to ensure such except with respect to this specific disclosure.
security by complying with the safety requirements described in AEO’s guidelines 10.2. Each Party will ensure that its respective employees, agents and contractors to whom(https://ec.europa.eu/taxation_customs/general-information-customs/customsConfidential Information is disclosed are made aware of its confidentiality obligations and agree
security/authorised-economic-operator-aeo/aeo-legislation-managementto be bound by them.
instruments_en#guidelines) and also to ensure that its carriers acting on its behalf are also 10.3. Obligations under this Section 10 shall survive until the Confidential Information becomes
informed that they must ensure the security of the supply chain in accordance with these part of the public domain.
guidelines.
6.5.4. In case of no show on the pickup slot agreed in advance between the Parties, a lump 11. INTELLECTUAL PROPERTY
sum may be applied by the Seller to the Customer and/or Seller may cancel the Order after 11.1. No licenses, express or implied, under any patents, trademarks, copyrights or otherseveral no show.
intellectual property rights are granted by Seller to Customer or by Customer to Seller hereunder.
6.6.
Customer shall unload transportation equipment utilized for delivery promptly on delivery. Seller has not licensed or provided and does not hereby license or provide Customer the right to
Any claim for missing Product and/or transport damage must be lodged in the CMR or any other use any logo, trademark, or other intellectual property of Seller or any other third party.
transport document signed by Customer on reception of the Product. Picture of transport damage 11.2. For avoidance of doubt, all intellectual property rights in and in relation to the Products
must be immediately sent to the Seller. Except as required by the applicable INCOTERM, in no shall be and remain the sole and exclusive property of Seller (or its licensors). Customer shallevent shall Seller have any liability for its selection of any commercially responsible carrier, any not acquire any intellectual property rights in the Products by virtue of the Contract or any Orderdamage or loss occurring subsequent to delivery, to a carrier, or any actions of any carrier.
entered into hereunder.
6.7.
Customer must carefully examine all Products upon delivery and before any use. Any
visible defects, other than missing Products and/or transportation damages, or any defects 12. INDEMNITY AND LIMITATION OF LIABILITY
discovered as a result of such inspection must be notified within two (2) business days of the 12.1. Each Party shall indemnify the other Party from and against any claims, demands,
discovery and in any case before use of the Product. The absence of such notification constitutes proceedings and causes of action resulting from such Party’s non-compliance with any applicable
Customer’s irrevocable acceptance of the Products and Seller shall have no liability for visible laws, negligence and misconduct in the performance of or in compliance with any of its obligations
defects or defects reasonably discoverable upon careful examination. Such notification must under the Contract and/or the Order. This Section 12 shall survive the expiration or termination
include a picture of the visible defect.
of the Contract and/or the Order.
6.8.
For bulk Products, following the unloading, the weight of the Product transferred into the 12.2. UNDER NO CIRCUMSTANCES WILL SELLER, ITS LICENSORS, AFFILIATES, OR
Customer’s tanks might vary from plus or minus 0,5% compared to the weight reported on the THEIR RESPECTIVE EMPLOYEES, OFFICERS OR DIRECTORS BE LIABLE FOR ANYtransport document. For sake of clarity, weight ascertained at time of dispatch will be used for DIRECT LOSSES BEYOND THE LIMIT HEREUNDER, LOST PROFITS, LOSS OF BUSINESS
invoicing. Under no circumstances, such fluctuation will allow Customer to claim additional OR COSTS INCURRED OR PAYMENTS ALLOWANCES PROVIDED TO THIRD PARTIES, OR
shipment and/or seek compensation in whatever form.
ANY INDIRECT LOSSES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL,
6.9.
In the event Customer discovers a latent defect from the use of the Product, to the extent PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE,
the Product has been used in compliance with section 7. below, Customer shall give written notice BASED ON CLAIMS OF CUSTOMER OR ITS CUSTOMERS, ARISING OUT OF BREACH OR
to Seller within two (2) business days from the discovery.
FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT,
6.10. In the event a defect in the Product is discovered for which Seller is responsible as MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO
provided in these Conditions, Customer shall not sell, use or mix the Products following such EVENT WILL THE AGGREGATE LIABILITY WHICH SELLER, ITS LICENSORS AND RELATED
discovery. If Customer establishes that a defect exists, Customer’s sole remedy shall be as set PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE LESSER OF THE
out in Section 7 or by law.
TOTAL VALUE OF THE CONTRACT AND ONE MILLION EUROS (1.000.000,00 EUR) PEREVENT AND PER CALENDAR YEAR. THIS SECTION WILL NOT APPLY WHEN AND TO THE
7. WARRANTY
EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE
7.1.
Seller warrants that (subject to the other provisions of these Conditions), upon delivery FOREGOING EXCLUSION AND LIMITATION.
the Products, in their initial packaging will comply in all material respects with (i) Seller’s standard
specifications for the Products and with (ii) the applicable regulation in the manufacturing country 13. TERMINATION
and the delivery country, unless otherwise mutually agreed in writing between Customer and a 13.1.
Each Party may terminate the Contract and/or any Order at any time upon thequalified representative of Seller’s quality and regardless any reference to Customer’s occurrence of any of the following events: (i) the other Party’s ceasing to function as a going
specifications in the Order. Any descriptions, illustrations or information contained in Seller’s concern, declaring bankruptcy, having a receiver for it appointed, transferring its assets for the
publications or advertising are issued or published for the sole purpose of giving an approximate benefit of its creditors, or otherwise taking advantage of any insolvency law; (ii) other Party’s
idea of the Products and/or services described therein and will not form part of any Contract or failure to cure any other breach of the Contract and/or any Order within sixty (60) days of receiving
be deemed to constitute a representation as to the accuracy of such matters.
written notice requiring it to do so; (iii) other Party’s proves to be non-compliant with the terms set
7.2.
For food Products, unless formally instructed by the Customer otherwise and formally out in Section 15.
agreed by Seller, Products will be manufactured in compliance with applicable General Food 13.2.
regulations.
GENERAL CONDITIONS OF SALEROQUETTE ITALIA(Version 2023)

ROQUETTE ITALIA – Società per Azioni con Socio Unico – Roquette Frères SA (FRANCIA) - SEDE LEGALE, DIREZIONE E STABILIMENTO 15063 CASSANO SPINOLA (AL) – VIA SERRAVALLE, 26
TELEFONO: 0143 774 1 r.a., TELEX: 210161 ROQUET 1, TELEFAX: 0143 477 295 - CAPITALE SOCIALE INT. VERS. € 5.165.000 – CODICE FISCALE PARTITA IVA N. 00161980065 – REG. IMP N 242/27/275
TRIBUNALE DI TORTONA – C.C.I.A ALESSANDRIA N. 73302