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Terms and Conditions

FOREWORD
These general conditions of sale apply in full to every order and to all our sales, unless otherwise stipulated which must be expressed and placed in writing by our Company. The sending or delivery of any purchase order by the Buyer to our Company implies full and unreserved acceptance by him of our Company's general conditions of sale, even if not signed by him. These general conditions can be found on our website (www.absfood.com) and each Order Confirmation form indicates how to download them. They are therefore considered to be known to all Buyers.
1) DEFINITIONS.
1.1 For the purposes of these general conditions of sale (hereinafter referred to as "Conditions of Sale"), the following terms shall have the meanings hereinafter attributed to them: "PASTAMAIELLA ": PASTAMAIELLA S.r. l headquartered in Località Cerrani, 66010 Pretoro (CH) Italy; "Customer": any company, corporation or legal entity that purchases PASTAMAIELLA's Products from the latter; "Products": the goods produced, assembled and/or sold by PASTAMAIELLA ; "Offer(s)": each quotation or offer relating to the Products forwarded by PASTAMAIELLA to the Customer. "Sale(s)": each contract of sale concluded between PASTAMAIELLA and the Customer; "Trademarks": all trademarks of which PASTAMAIELLA is the owner or licensee; "Intellectual Property Rights": all intellectual and industrial property rights of PASTAMAIELLA , including, without limitation, rights relating to: patents for inventions, Trademarks, know-how, technical specifications, data, whether such rights have been registered or not, as well as any application or registration relating to such rights and any other right or form of protection of a similar nature or having equivalent effect.

2) VALIDITY OF TERMS OF SALE
2.1 These Conditions of Sale apply to all Sales of Products. In the event of a conflict between the terms and conditions set forth in these Terms of Sale and the terms and conditions agreed upon in the individual Sale, the latter shall prevail. PASTAMAIELLA shall not be bound by the Customer's general conditions of purchase (hereinafter, "GCP"), not even in the event that they are referred to or contained in orders or any other documentation from the Customer, without the prior written consent of PASTAMAIELLA . The GCP shall not be binding on PASTAMAIELLA even by tacit consent.
2.2 PASTAMAIELLA reserves the right to add, modify or delete any provision of these Terms of Sale, it being understood that such additions, modifications or deletions shall apply to all Sales concluded as of the thirtieth day following the communication of the new Terms of Sale.
2.3 The Customer, with the acceptance of purchase proposals of PASTAMAIELLA and more generally in any case in which he concludes a contract of sale with PASTAMAIELLA , regardless of the form of acceptance, unconditionally accepts and undertakes to observe in his dealings with PASTAMAIELLA the general conditions, declaring that he has read and accepted all the indications provided to him, also noting that PASTAMAIELLA does not consider itself bound to different conditions unless previously agreed in writing.
2.4 These General Conditions shall apply, insofar as compatible, to all commercial agreements entered into by PASTAMAIELLA , regardless of their legal qualification.

3) CONCLUSION OF THE CONTRACT OF SALE
3.1 The Sale shall be deemed concluded when PASTAMAIELLA sends the Customer a written order confirmation (such confirmation may be sent by e-mail or telematic means) complying with the terms and conditions of the Offer accepted by the Customer.
3.2 The Sales may not be cancelled or modified by the Customer without the written consent of PASTAMAIELLA .
3.3 Changes or modifications made by the Customer to the Offers are not valid and binding on PASTAMAIELLA unless (a) they are expressly highlighted in the text of the Offer and (b) expressly and individually accepted by PASTAMAIELLA in writing.
3.4 Changes to the Offer accepted by the Customer made by PASTAMAIELLA in the order confirmation shall be deemed accepted by the Customer if the latter does not notify its disagreement within 3 working days of receipt.

4) DELIVERY TERMS
4.1. Delivery terms are indicative and are not essential terms within the meaning of Article 1457 of the Civil Code.
4.2 Without prejudice to the provisions of the preceding art. 4. 1, PASTAMAIELLA shall not be held responsible for delays or non-delivery attributable to circumstances beyond its control such as by way of example only and without any claim to exhaustiveness: a) inadequate technical data or inaccuracies or delays by the Customer in the transmission to PASTAMAIELLA of information or data necessary for the shipment of the Products; b) difficulties in obtaining supplies of raw materials; c) problems related to the production or scheduling of orders; d) partial or total strikes, power failures, natural disasters, measures imposed by public authorities, difficulties in transportation, force majeure, diseases, epidemics, riots, terrorist attacks and all other causes of force majeure; e) any inconvenience related to transportation.
4.3 The occurrence of any of the events listed above shall not entitle the Customer to claim damages or compensation of any kind.
4.4 The production and delivery of the Products may be suspended as a result of changes in the Customer's financial conditions (Article 1461 of the Civil Code).
4.5 The Customer is obliged to accept delivery of the supplies, to check in advance the accessibility of means of transport to the place of delivery, to secure or obtain permits for the entry and unloading of the supplies and to prepare a suitable area for the placement of the Products.
4.6 In any case in which the Customer refuses or requests a time extension or does not make itself available to accept the delivery or does not make the delivery materially possible in accordance with the preceding article, without prejudice to the greater recoverability of damages, a penalty equal to 5% of the price of the Products shall be charged to the Customer for each week of delay with respect to the originally scheduled delivery date. The risk of perishment of the Products is, in this case, solely borne by the Customer. In case of delay in the acceptance of the Products exceeding two months PASTAMAIELLA shall have the right to terminate the contract without the need for notification of default.
4.7 PASTAMAIELLA reserves the right to make partial deliveries.

4.8 In any other case of delay in delivery of more than 30 days, the Customer shall notify PASTAMAIELLA in writing , granting PASTAMAIELLA a period of at least 30 days to deliver the Products.
4.9 Except in the case of willful misconduct or gross negligence, PASTAMAIELLA cannot be held liable for any damages arising from and/or related to the delay in the delivery of the Products. In no event shall PASTAMAIELLA be held liable for indirect or consequential damages of any kind, such as, for example, losses resulting from Customer inactivity or loss of profit.

5) TERMS OF RETURN
5.1The place of redelivery if different from the supplier's location will be specified in the Offer and in the order confirmation.
6) PRICE AND TERMS OF PAYMENT
6.1Unless otherwise provided, prices will be determined in accordance with the latest published Price List.
6.2 Prices, unless otherwise specifically stated shall be for the goods only and shall not include VAT or taxes, duties, levies of any kind or nature which shall be borne by Buyer .
6.3 Payments, unless otherwise agreed, shall be made in Euros according to the payment terms indicated in the individual contracts. In the absence of express indication all sums indicated and due shall be deemed immediately due and payable. Unless otherwise indicated payment terms shall be deemed essential.
6.4 II failure to pay in the agreed time will entitle PASTAMAIELLA to demand from the Customer the payment of overdue interest calculated at the official reference rate of the European Central Bank increased by 8 (eight) points.
6.5 Failure to pay within the agreed term shall give PASTAMAIELLA the right to suspend the delivery of the Products and terminate each and every different Sale signed.
6.6 Under no circumstances shall the Customer be entitled to suspend or delay payment pursuant to art. 1462 of the Civil Code.
6.7 The case of temporary inability to perform the Contract by PASTAMAIELLA shall not suspend the payment terms payable by the Customer. 6.8 The Buyer has no right to make any payment set-off.

7) RULES RELATING TO INCOTERMS, RETENTION OF TITLE AND PASSING OF RISK FROM PASTAMAIELLA TO CUSTOMER
7.1 Any reference to any commercial terms shall be deemed to be made to the Incoterms of the International Chamber of Commerce, in the text in force at the time of the conclusion of the contract of sale.
7.2 Unless otherwise agreed, even in derogation of the Incoterms trade term chosen in the contract, the following rules shall apply. The moment of transfer of ownership of the Products from PASTAMAIELLA to the Customer shall be the moment of full payment of the amounts established in the contract. In the event that the supply of Products is the subject of divided deliveries and payments, the ownership of the individual Products will pass only with the full payment of the entire supply. Until full payment the ownership of the Products will be of PASTAMAIELLA with express prohibition by the Customer to assign, alienate the products until the actual full payment.
7.3 PASTAMAIELLA , in the event of termination of the contract, may claim and remove the Products at any time and wherever they may be.

8) VERIFICATION OF THE QUANTITY AND TYPE OF THE PRODUCTS
8.1 Any discrepancy of the Products delivered to the Customer with respect to the type and quantity indicated in the Sale must be reported in writing to PASTAMAIELLA within eight days from the date of delivery. If the complaint is not communicated within the aforementioned term, the Products delivered will be considered as conforming to those ordered by the Customer, constituting this behavior waiver of any action aimed at its disavowal, even possibly under art. 1665 civil code.
9) WARRANTY
9.1 If requested by the Customer, PASTAMAIELLA guarantees that the Products are free from defects/faults for the shelf - life period. In any case, the warranty is valid until the expiration date, in any way declared by PASTAMAIELLA . PASTAMAIELLA guarantees that the Products sold under these conditions are free from defects and intended for the use granted in the individual Sale with the exceptions of Article 10.

9.2 The warranty will not operate with reference to those Products whose defects are due to (I) damage caused during transport; (II) negligent or improper use of the same.
9.3 Provided that the Customer's claim is covered by the warranty and notified within the terms of this article, PASTAMAIELLA will replace only the quantity of Product that is defective or flawed. PASTAMAIELLA may, alternatively, grant the Customer a refund or discount equal, at most, to the list price of the defective and defective Product or part(s).
9.4 The Client must report in writing to PASTAMAIELLA , the presence of flaws or defects within 8 days of delivery of the Products if they are obvious flaws or defects, or, within 8 days of discovery in the case of hidden flaws or defects or not detectable by a person of average diligence, but, in any case, no later than the shelf - life period and after having put them into any production process.
9.5 The Products subject to complaint must be immediately sent to the factory of PASTAMAIELLA , or to any other place that the latter shall indicate from time to time, at the cost and expense borne by the Customer unless otherwise agreed between the parties, in order to allow PASTAMAIELLA to carry out the necessary checks.
9.6 In any case, the Customer may not enforce warranty rights against PASTAMAIELLA if the price of the Products has not been paid under the agreed terms and conditions, even in the event that the failure to pay the price under the agreed terms and conditions refers to Products other than those for which the Customer intends to enforce the warranty.
9.7 Without prejudice to what is stated in art. 9.3 above and except in the case of wilful misconduct or gross negligence, PASTAMAIELLA shall not be liable for any damage arising from and/connected with the defects of the Products. In any case, PASTAMAIELLA shall not be held liable for indirect or consequential damages of any nature such as, by way of example, losses resulting from the Customer's inactivity or loss of earnings.
9.8 In any case, the Customer's right to compensation for damages shall be limited to a maximum amount equal to the value of the Products with defects or flaws.

10) EXCLUSION OF LIABILITY
10.1 Product samples are not for sale and will not be supplied unless specifically agreed with PASTAMAIELLA .
10.2 PASTAMAIELLA reserves the right, for any production requirement, to change the formulation of any Product without notice. A change in the formulation of a Product shall result neither in the Product being defined as a new product nor as a defective or flawed Product.
10. 3 Unless expressly specified in the Sale, all information about a Product given by PASTAMAIELLA , such as, but not limited to, design proposals, processing information, laboratory tests, industrial and any other production tests, interaction with other ingredients, recipes directions for use, dosages and other data appearing in catalogs, advertisements, illustrations, price lists, on its website or in other illustrative documents of PASTAMAIELLA , as well as the characteristics of the samples sent by PASTAMAIELLA to the Customer shall not be binding and shall not contain any promise of quality in relation to the Products; in any case PASTAMAIELLA shall be responsible for the results of the processing stages in which the Products will be involved.
10.4 PASTAMAIELLA does not declare and does not guarantee that the Products comply with: (i) regulations other than Italian regulations; (ii) any special use; (iii) any use made in the countries of final destination of the Products.

10.5 Unless expressly specified in the Sale and accurately and exhaustively described the requirements, the Products are not guaranteed for the production of food intended for the food allergy and intolerance market. PASTAMAIELLA shall never be responsible for the presence in the Products of allergens or substances that may cause intolerances.
10.6 Unless expressly agreed otherwise in the Sale, the Products shall be considered Gluten Free when they have a Gluten contamination of 20 mg/kg or less.

11) INTELLECTUAL PROPERTY
11.1 The Customer acknowledges that the brand, and/or other trademarks shown on the Products or connected to the Products supplied, and/or names and distinctive signs to the products and other technical documents relating to them are the exclusive property of PASTAMAIELLA or the third parties who have licensed them to it.
11.2 It is forbidden to make unauthorized use of the trademarks shown on the products or connected to the products supplied, and/or names and distinctive signs to the products and other technical documents relating to them. In particular, it is forbidden for the Customer to reproduce totally and/or partially technical data sheets and/or formulations of the products purchased or taken on view, or to exploit the technical information related to them for purposes not directly related to their supply. Furthermore, it is forbidden for the Customer to communicate news and technical information concerning the products and which may also allow their reproduction. The Customer is also prohibited from erasing or altering the trademarks or other distinctive signs affixed to the Products.

12) EXPRESS TERMINATION CLAUSE
12.1 PASTAMAIELLA shall have the right to terminate, pursuant to and for the purposes of art. 1456 of the Civil Code, at any time by written notice to be sent to the Customer, the individual Sale in the event of failure to comply with the obligations provided for in articles: 4.5; 6.2; 6.3; 6.4.
13) ASSIGNMENT OF CONTRACT OR RECEIVABLES.
This Agreement, each Sale and any related rights or obligations may not be assigned to third parties by the Customer. PASTAMAIELLA may assign any or all of its claims arising from this Agreement or any Sale without the prior written consent of the other party.

14) COMMUNICATIONS.
All notices, requests, complaints, demands and other communications hereunder shall be written and sent or addressed to PASTAMAIELLA only by certified e-mail to the following addresses: PASTAMAIELLA S.R.L. . xxxxxx@pec.it
15) LEGAL DOMICILE, PLACE OF JURISDICTION, APPLICABLE LAW
15.1 PASTAMAIELLA is legally domiciled at its head office.
15.2 All disputes arising from this contract, even of a non-contractual nature, relating to or connected with the same, shall be the exclusive jurisdiction of the Court of Padua.
15.3 These Terms and Conditions of Sale and any Sale shall be governed by Italian law, with the exclusion of the application of the Vienna Convention on the Sale of Goods and the rules of international private law that identify an applicable law other than Italian law.

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