MANSUETO WINE

TERMS & CONDITIONS

Article 1 – Introduction

These Terms and Conditions of Sale (hereinafter referred to as “Terms”) apply to all offers, quotations, and order confirmations provided by “Mansueto Wine” and its affiliated companies (“Supplier”), as well as to all agreements (“Agreement”) between Supplier and any prospective buyer (“Buyer”).

“Order Confirmation” refers to the written confirmation issued by Supplier to sell or supply products and/or services to Buyer, while “Purchase Order” refers to Buyer’s written or verbal order to purchase products and/or services from Supplier.

An Agreement is deemed to be formed when Supplier confirms it in writing via an Order Confirmation, or if Supplier commences providing products and/or services without sending an Order Confirmation and Buyer does not object in writing.

Supplier reserves the right to withdraw offers and quotations without prior notice before an Agreement is formed.

Buyer acknowledges that cancellation of a Purchase Order and return of products and/or services for credit will not be accepted. Purchase Orders are binding and open for Supplier’s acceptance for the specified validity period, or for 180 days from the issue date if not specified. Unilateral cancellation by Buyer within this period is not valid.

By entering into an Agreement with Supplier, Buyer accepts these Terms as integral to the Agreement. Unless expressly agreed otherwise in writing, these Terms prevail over any conflicting or additional terms or conditions proposed by Buyer.

Article 2 – Pricing

Supplier’s prices, whether offered, quoted, published, or notified, are non-binding until the Agreement is concluded and are subject to change without prior notice, particularly to reflect any increase in Supplier’s costs due to governmental or other authority-imposed duties, taxes, or charges.

Unless otherwise stated in the Agreement, all prices exclude taxes, packaging, and carriage, and are based on delivery Ex Works, in accordance with the applicable Incoterms.

Sales are invoiced inclusive of applicable taxes, levies, charges, and customs formalities costs payable upon export.

Article 3 – Payment Terms

Payments must be made in the currency specified on the invoice within the agreed timeframe, without deduction or set-off, unless otherwise stated. Buyer may not suspend payment obligations.

In case of overdue payments, Supplier may charge interest at a rate of 15% per annum from the due date until payment. Buyer is also liable for all judicial and extrajudicial collection costs.

Failure to make timely payment results in default without notice, with the date on Supplier’s bank statements considered the effective payment date.

Article 4 – Delivery, Title, and Risk

Delivery terms specified in the applicable Incoterms and the Agreement govern all deliveries. In case of conflict, the Agreement terms prevail.

While Supplier endeavors to meet agreed delivery times, it shall not be liable for failure to do so for any reason and may make partial deliveries.

Supplier’s weights and measurements govern unless proven incorrect.

Buyer must inspect products and/or services immediately upon delivery for quality and quantity.

Title of ownership of products remains with Supplier until full settlement of the sales price and all sums due. Risk of loss and damage passes to Buyer upon delivery.

Article 5 – Packaging

Where packaging remains Supplier’s property or must be returned, Buyer must return it at their risk and expense to the designated destination and inform Supplier of the dispatch date. Failure to return packages promptly may incur charges at Supplier’s standard replacement costs.

Article 6 – Equipment

Ownership of equipment provided to Buyer by Supplier remains with Supplier unless explicitly agreed otherwise in writing.

Article 7 – Health and Safety

Buyer acknowledges potential hazards to human health and/or the environment posed by supplied products.

Buyer is responsible for ensuring awareness and proper handling of health and environmental risks associated with the products from delivery onwards.

Article 8 – Inspection

Buyer must inspect products and/or services immediately upon delivery.

Complaints regarding products and/or services must be reported to Supplier within five working days of delivery. Failure to do so implies acceptance of delivered items.

Article 9 – Warranty

Supplier warrants that delivered products and/or services conform to the technical specifications in the Agreement at the time of delivery. No other warranties, express or implied, are provided.

Non-conforming products may be replaced or credited at Supplier’s expense. Article 10 – Liability

Supplier’s liability, unless due to gross negligence or willful act, is limited to remedies specified in the Agreement or to 50% of the aggregate invoiced value (excluding VAT and credits) in the twelve months preceding receipt of Buyer’s claim notice, whichever is applicable.

Buyer indemnifies Supplier against third-party claims related to Agreement implementation.

Supplier is not liable for indirect, consequential, or incidental loss or damage.

Article 11 – Force Majeure

Supplier is not liable for delays or failures due to events beyond its control, including but not limited to strikes, material shortages, and transportation issues.

Article 12 – Confidentiality

Information related to Supplier’s business obtained by Buyer during Agreement performance must be treated confidentially and used solely for Supplier’s benefit. Disclosure requires Supplier’s prior written consent.

Article 13 – Governing Law and Disputes

These Terms and any related agreements are governed by Italian law.

Disputes shall be exclusively resolved in the competent courts of Italy.

The United Nations Convention on the International Sale of Goods (CISG, 1980) does not apply.

For updates and further information on agreements and policies, contact us at info@mansuetoprovision.com for the latest version of our Terms and Conditions of Sale.