Terms and Conditions

1.1 These general terms and conditions apply to any contract for the sale of products, normally concluded with the exchange of an order and an order confirmation, unless otherwise agreed in writing.

1.2 The transmission of a purchase order to B-PACK Spa implies full and unreserved acceptance by the purchaser of these general terms and conditions.

2.1 Any order transmitted by the purchaser is subject to written acceptance through an order confirmation by B-PACK Spa.

2.2 The transmission of any order commits the purchaser to the prices, terms, deadlines and general terms and conditions of B-PACK Spa in force at that time, as stated in the order confirmation.

3.1 The sales contract is considered concluded, becoming binding for the parties, when the order confirmation from B-PACK Spa reaches the purchaser by e-mail, fax, pec, mail or hand delivery. 

3.2 The order confirmation sent by B-PACK Spa defines and reports the prices, terms, deadlines and any other contractual condition, fully replacing the order sent by the purchaser. 

3.3 If any order confirmation contains additions, limitations or other changes to the order, the purchaser’s consent to such changes shall be deemed to be tacitly given, unless a written objection is received by B-PACK Spa within 5 (five) working days of receipt.

3.4 The order confirmation and these general terms and conditions shall in any case take precedence over any general or particular terms and conditions of purchase prepared by the purchaser.

3.5 Any request by the purchaser for changes or modifications to an already confirmed order are subject to the express approval of B-PACK Spa, which reserves the right to accept them or not, as well as to amend any other contractual conditions (i.e. prices, terms, deadlines, etc.).

4.1 Any sale governed by these general terms and conditions of business concerns protective wrappers and films for packaging market and to be considered as semi-finished and finished products for packaging.

4.2 B-PACK Spa reserves the right to make non-substantial technical changes to the products, at any time, due to production requirements that B-PACK Spa deems to be convenient, without any notice.

5.1 Prices of the products are always net of taxes and Ex Works according to the Incoterms in force at B-PACK Spa’s warehouses, unless otherwise agreed in writing and stated in any order confirmation.  

6.1 Payment of the products must be made, unless otherwise agreed in writing and stated in any order confirmation, within 30 (thirty) calendar days from the end of the month in which the delivery of the products took place.

6.2 All payments, unless otherwise agreed in writing, must be made by bank transfer.

7.1 In case of delayed, failed or partial payment by the purchaser, B-PACK Spa reserves the right to suspend the processing and delivery of the products and, at its discretion, to terminate all existing contracts with the purchaser, even if not related to the payment in question, without prejudice to the right to compensation for further damages.

7.2 In the event of late, failed or partial payment, interest on all amounts due shall in any case accrue and shall be calculated in accordance with Legislative Decree n. 231/2001, without the need for prior notice of default; in addition, all receivables shall become immediately due with automatic loss of the benefits of the term.

7.3 The purchaser waives the right to raise claims or objections of any kind, as well as the right to take legal or judicial action of any kind, except after full payment of the price (so-called “solve et repete” clause), unless otherwise agreed in writing. 

7.4 No set-off between the price due to B-PACK Spa and any claim of the purchaser is allowed, unless otherwise agreed in writing.

8.1 Unless otherwise agreed in writing, all products are sold Ex Works according to Incoterms in force.

8.2 B-PACK Spa is entitled to make partial or split deliveries. 

8.3 The delivery terms indicated in the order confirmation are not essential terms, unless otherwise expressly agreed in writing.

8.4 If there is a delay in delivery of the products exceeding 15 (fifteen) calendar days, without prejudice to the provisions of point 9 below, the purchaser may complain in writing to B-PACK Spa, which will have a further 15 (fifteen) working days to make the delivery.

8.5 The purchaser waives the right to claim any damages, indemnities or refunds of any kind against B-PACK Spa, arising from, connected with and/or occasioned by the delay in delivery of the products. 

9.1 In case of force majeure - consisting of any fact or circumstance beyond the control of B-PACK Spa, such as, for example, fires, wars, epidemics, pandemics, floods, droughts, strikes, breakdowns and breakdowns in production facilities, military mobilizations, revolutions, confiscations, embargo, roadblocks, delays or defects in the production and delivery of raw materials due to any dependent cause - or other exceptional or unforeseeable circumstances occurring to the detriment of B-PACK Spa and also of its suppliers, delivery terms of the products are suspended.

9.2 If the delay in delivery of the products exceeds 60 (sixty) working days, the purchaser may withdraw from the contract.

9.3 In relation to all that is provided for in this point 9, the purchaser waives any liability to B-PACK Spa, moreover, waives any claim against B-PACK Spa for damages, indemnities or refunds of any kind. 

10.1 Risks of loss and damage of the products are transferred to the purchaser at the latest when they are delivered at B-PACK Spa’s warehouses directly to the purchaser or to the forwarder, carrier or other person appointed by the same to collect the products. 

10.2 In the event of delay by the purchaser or his agents in taking delivery of the products, risks of loss and damage shall pass to the purchaser from the date of delivery specified in any order confirmation or from the time they are made available.

10.3 The purchaser is obliged to pay the full price in the event of loss or damage to the products, which occurs after the transfer of risks. 

11.1 The purchaser is obliged to check the completeness and integrity of the products ordered, under penalty of forfeiture, at the time of delivery. 

11.2 Apparent faults and defects must be reported in writing, under penalty of forfeiture, within 15 (fifteen) calendar days of receipt of the products and, in any case, before carrying out any processing or submitting them to any production process.

11.3 Hidden faults and defects must be reported in writing, under penalty of forfeiture, within 15 (fifteen) calendar days of discovery.

11.4 Any complaint must be detailed and specific, indicating exactly the faults and defects found through a written report.

11.5 The purchaser undertakes, at the request of B-PACK Spa and under penalty of forfeiture, to immediately return all or part of the products subject to complaint in order to carry out the necessary investigations. 

12.1 B-PACK Spa warrants only the conformity of the products to the technical specifications indicated in any order confirmation and their suitability for food contact, therefore the absence of faults and defects that are attributable to B-PACK Spa.

12.2 The information contained in brochures or information resulting from other advertising material is not binding and does not contain any promise of quality in relation to the products.

12.3 B-PACK Spa does not assume any responsibility for the presence of qualities essential for the use for which the products are actually intended by the purchaser, as well as for the conformity of the products to technical specifications, standards, prescriptions or measures, national and international, not expressly contained or referred to in any order confirmation.  

12.4 Warranties offered by B-PACK Spa do not apply in case of incorrect use of the products by the purchaser or third parties. In the event of a dispute, the purchaser undertakes to provide B-PACK Spa with proof that the products have been used correctly. 

12.5 Warranties do not cover faults and defects and that can be traced, in whole or in part, to subsequent production phases and/or other causes that are not directly attributable to B-PACK Spa. 

12.6 In the event B-PACK Spa detects faults and defects claimed by the purchaser, B-PACK Spa undertakes to replace the products found to be non-compliant.

12.7 Before replacing the products, the purchaser must return all non-conforming products, unless otherwise agreed in writing. 

12.8 The replacement of the products is the only remedy available to the purchaser and is understood to relate only to the non-conforming quantity and not to the entire order, excluding the purchaser’s right to terminate the contract.

12.9 Purchaser waives the right to claim damages, indemnities or refunds of any kind from B-PACK Spa for faults and defects found and also for any delays in the replacement of products as provided for in paragraph 12.6 above.

13.1 In no case shall B-PACK Spa be liable for indirect or consequential damages, for damages from missed or reduced production to the detriment of the purchaser or other third parties involved in the same production chain. 

13.2 B-PACK Spa does not assume any responsibility for the processing phases following the sale of the products, also with regard to their interaction with other products, or materials or liquids, without prejudice to the suitability for food contact.

13.3 In the event that B-PACK Spa is held out of court or is sentenced in court to pay anything to the purchaser, the latter accepts that the total amount due to the purchaser may in no case exceed the value of the products in dispute.

13.4 In the event that B-PACK Spa should face any legal action, out of court or in court, by a third party with a claim for damages, compensation or reimbursement of any kind, the purchaser undertakes to indemnify and hold harmless B-PACK Spa for any amount B-PACK Spa should be required or ordered to pay to such third party. 

14.1 The contract concluded between B-PACK Spa and the purchaser may not be assigned to third parties in whole or in part without the express written consent of the other party.

14.2 The right of B-PACK Spa to assign the right to credit arising from the contract to third parties remains unaffected. 

15.1 Any amendment to the contract concluded between B-PACK Spa and the purchaser is not valid unless made in writing and approved by B-PACK Spa.

15.2 If any of the clauses contained in these general terms and conditions or in any order confirmation are null and void, the entire contract shall remain valid and effective.

15.3 The invalid clause shall be integrated and/or interpreted according to the meaning intended by its adoption

16.1 Pursuant to and for the purposes of Article 1454 of the Italian Civil Code, in the event of failure by the purchaser to comply with any of the contractual conditions, B-PACK Spa may give written notice to fulfil the contract within the term of 7 (seven) calendar days, with a declaration that, once this term has expired unnecessarily, the contract shall be deemed to be terminated.

17.1 Pursuant to and for the purposes of Article 1456 of the Italian Civil Code, B-PACK Spa may terminate with immediate effect the contract concluded with the purchaser, by means of a written declaration, upon the occurrence of one of the following events:

17.1.1 the partial or total non-payment of the amount due by the purchaser, after 15 (fifteen) calendar days from the due dates according to point 6.1 of these general terms and conditions, or, if different, from the due dates indicated in any order confirmation, unless B-PACK Spa insists on requesting the correct fulfilment;

17.1.2 in the event of the purchaser’s submission to bankruptcy or other insolvency proceedings. 

18.1 For anything not expressly provided for in these general terms and conditions and in any order confirmation, the rules contained in the Italian Civil Code on sales and, in general, in Italian laws, excluding the rules of private international law, shall apply. United Nations Convention on contracts for the international sale of good shall not apply.

18.2 For all disputes that may arise in relation to the existence, validity, interpretation, execution, performance, expiration and termination of the contract concluded between B-PACK Spa and the purchaser, the Court of Milan shall have exclusive jurisdiction.

19.1 B-PACK Spa declares that the processing of the purchaser’s personal data is necessary for the conclusion, execution and fulfilment of the contract concluded with the purchaser and that the aforementioned personal data are processed in accordance with EU Regulation no. 2016/679. The privacy policy is available on B-Pack’s website.

19.2 The transmission of any order by the purchaser also implies the expression of consent to the processing of his personal data, if necessary, without prejudice to the right to exercise all the rights mentioned in EU Regulation no. 2016/679