General Terms of Sales

1. General Clause

These General Conditions of Sales shall automatically apply to all products and/or services provided by FLAMMA, and shall prevail over any other general conditions of the Customer.

Acceptance of an order implies the Customer’s full and complete acceptance of these General Conditions of Sales, without reservation.

Any exception to these General Conditions of Sales, as well as any modification of the order, must have FLAMMA’s prior written consent.

Any order placed in connection with an agreement, shall be subject to these General Conditions of Sales. In the event of a contradiction between these Conditions and those of the agreement, the provisions of the agreement shall prevail.

Flamma must be advised and must agree, by written consent, if the Customer wants to ship Flamma products to USA after FLAMMA has shipped products to them outside of the USA.

2. Order Confirmation

An acknowledgment of receipt will follow to each purchasing order, by email, within 10 (ten) days from the purchasing order receipt date.
In case of Customer shall fail to pay in due time the overdue invoices or shall be in temporary receivership, FLAMMA, at his own discretion, and without any prior communication to Customer, can stop or cancel , partially or totally, any Customer purchase orders in place. For cancellation fee, please see section 14.

3. Price – Conditions of payment

The prices mentioned in the orders and proposals shall be firm and final, subject at Order Confirmation. They are understood as meaning before tax and shall be increased by the taxes in force on their due date.
Invoices relating to goods and/or services shall be payable 30 (thirty) days on date of Invoice (net 30) unless otherwise agreed to by both parties in writing.

Invoices shall be paid by bank transfer, using the banking information provided by FLAMMA.

In case of delayed payments:

FOR EUROPEAN CUSTOMERS: FLAMMA, according to the Italian law n° 192 of 9th November 2012 deriving from European Directive n° 7/2011/UE, shall be entitled, without any previous communication to Customer, to claim default interest on the outstanding amounts (only for European Countries).

FOR USA AND ALL OTHER CUSTOMERS: Unless otherwise specified and agreed to in writing by the parties, payment terms are net 30 days from date of Seller’s invoice and invoicing may occur only after shipment leaves Seller’s facility. Unless otherwise specified within the Proposal, all prices are quoted in U.S. Dollars. Payment does not constitute acceptance of Product or relieve FLAMMA of any obligations. Unless otherwise specified in writing, invoices not paid within 10 business days of the invoice date will accrue interest at 3.5% per month.

Any changes or different conditions must be agreed to and confirmed in writing by FLAMMA

4. Delivery terms

The place, times and schedule of deliveries shall be mentioned in the orders and subject to be confirmed with the Order Confirmation.
Shipping date is not considered binding for Flamma that have the possibility to organize the shipment of the Product around the agreed date, based on schedule of delivery.

In case of anticipated or delayed shipping of Product within 7 (seven) working days respect to the agreed date, FLAMMA shall not be considered in default.

FLAMMA shall not be responsible for potential damage, direct or indirect, that should be arisen by the aforementioned anticipated or delayed shipment.

If not otherwise stated in the Order Confirmation, the meanings and the use of the commercial terms that govern the commercial transaction are defined by the version of INCOTERMS valid at the time of the Order Confirmation.

5. Transportation – Insurance

Unless expressly and specifically agreed otherwise, all deliveries shall be made according to the relevant INCOTERMS (ICC 2020) and FLAMMA shall use the terms CIP (Carriage and Insurance paid to) for the deliveries of own products;

6. Use of name

The Customers may not use FLAMMA or its affiliate’s name and contact details or any kind of proprietary information without the express prior written consent of FLAMMA.

7. Product – Analytical Specification

Unless otherwise agreed in writing and reported in the Order and/or in the Quality Agreement, the Product is sold according the FLAMMA’s standard specifications.

The customer shall be solely responsible for verifying that the Product is suitable for the desired purposes.

8. Warranty

FLAMMA warrants that at the time of shipment the Product is in compliance with the Flamma’s specifications unless otherwise agreed in the Quality Agreement, including shelf life, and it is suitably labelled and packed.

Apart from the warranty concerning the intellectual property and patents, no other warranty, explicit or implied, is recognized by FLAMMA.
The Customer, upon delivery of the Product, have immediately and anyway, before the use of the Product, check and analyze each shipment to confirm that the Product comply with the agreed specifications.

Unless otherwise stated in writing, within 30 (thirty) calendar days after the shipment date, the Customer have to communicate in writing to FLAMMA any reservations or the rejection of the Product.

Expired this period of time, without any communication to FLAMMA, the Product is deemed accepted by the Customer.

In order to verify the compliance of the Product, only the analysis and the relevant analytical methods of the FLAMMA, or those described and agreed in the Quality Agreement, shall be used.

In case of difference between the results of the Customer and what warranted by FLAMMA, the parties mutually agree to ask for the analysis to a third party and to accept as binding its findings. The relevant costs shall be borne by the losing party.

9. Liability and Limitations

The Customer is sole responsible, and recognize that FLAMMA has no liability express or implied, for any kind of damage that could occur to itself or to any third party for an inappropriate use of the Product.

In case of damages that could be attributable to the Product, FLAMMA liability is limited to value of the sales.

At own discretionary decision, FLAMMA may replace the Product involved or return to Customer the amount of money received as payments of the sales.

Any clause that may exist in any of the Customer’s contractual documents providing for total or partial exemption or limitation of liability shall be null and avoid.

10. Intellectual Property

FLAMMA warranty that, according to its best knowledge, the sales of the Product does not infringe any patent.

It is agreed that the Customer is the sole responsible for any violation or infringement of any patent or intellectual property caused by the use or the sale of the Product received by FLAMMA.

11. Force Majeure

In the event Flamma being unable to fulfil its contractual duties as a result of force majeure, Flamma shall not be responsible for any damages caused by these circumstances.

Flamma shall notify the Customer in writing as soon as possible, through registered letter with return receipt, of the start and the expected end of such circumstances.

Flamma shall put in place its best endeavour to overcome or reduce, as soon as possible, the effect of force majeure and to restart the regular sales.
The definition “force majeure” include any event or cause that prevent Seller to (even if temporarily) execute the contract and that independent of its will and out of its control including law or governmental restrictions .
In case the force majeure will last for long time, the parties, upon written agreement, shall be entitled to cancel partially or totally the order

12. Ethical Code and Labour

FLAMMA warranty that the production and the sales of the Product is carried out with full respect and compliance with its own Ethical Code and the current Labour legislation.

13. Applicable law and Jurisdiction

These terms of Sales shall be governed by the Italian Law.
The courts of Bergamo, Italy shall have jurisdiction to settle any dispute unless agreed to by both parties.

14. Cancellation fees

CUSTOMER shall pay to FLAMMA the cost of Residual Material plus the “Fee”, which is a percentage of the price of the Product (price per kg, less the Raw Materials, cf. price break down schedule) in the purchase order after the deduction of the Cancelled Material and in accordance with the following schedule (the “Cancellation Fee”).

Time before the starting date of the planned manufacturing campaign	Fee of the purchase order
Upon or after starting date	90%
< 3 months	70%
> 3 months and < 6 months	50%

Moreover, should FLAMMA be able to mitigate the impact of the order cancellation after a revision of its general manufacturing plan, involving its own and/or another of FLAMMA’s clients’ business, FLAMMA shall apply to the Cancellation Fee a discount defined on the basis of an evaluation that FLAMMA will make in good faith.

For the sake of clarity, in case FLAMMA should be able to utilize for a different production the manufacturing slot initially reserved to the cancelled purchase order, the Cancellation Fee shall consist exclusively of the reimbursement of the direct and documented costs, if any.