General sales conditions

Niederwieser Spa (Food Packaging Division ) - General sales conditions

A.  General conditions


1. Our supplies and performances are provided exclusively on the basis of the following conditions. The purchase terms of
the buyer are herewith contradicted.

2. Our offers are subject to alteration. To be effective our declarations must be made in writing.


All tools and imprinters remain our property, irrespective of any participation of the buyer in the manufacturing costs or
any claims on copyright designs the buyer may have. We are entitled to statutory protection for our designs and models
to which copyright applies.


1. Unless agreed otherwise, our prices shall be calculated in EURO, including free delivery (named place, INCOTERMS)
without insurance, including normal packaging and including the sales tax applicable on the day of delivery.
Special packaging is invoiced at cost. The costs of agreed and prescribed inspection shall be charged to buyer. We
reserve the right to change prices or discounts due to increases in the price of materials and/or costs which occur
between the conclusion of the contract and delivery.

2. Payment shall be made without discount in such a way that  the amount is freely at our disposal on the due date.
The buyer may only offset uncontested or legally valid claims.
He has a right of retention only insofar as they are based on the same contractual relationship.

3. On overdue payments interest will be charged at the rate of 8% above the current discount rate of the Banca d'Italia.

4. In case our claim to payment is jeopardised by subsequent  circumstances which result in a material deterioration of
assets, we are entitled to accelerate - irrespective of the term - the maturity of any bills of exchange taken in payment. If
an application to open insolvency proceedings on the assets of the buyer is made, we are entitled to withdraw from the

5. If the buyer is in arrears with his payments and in the cases of clause 4 we can revoke the direct debit authorisation and demand advance payment for any outstanding deliveries.

6. The buyer can avert the legal consequences ensuring from clauses 4 and 5 by furnishing collateral of an amount equal to that of our jeopardised claim for payment.

7. The statutory provisions in respect of overdue payment remain unaffected.


We have a right in a customary collateral in respect of our claims which are equal in kind and quantity even if the claims
are conditional or are subject to time limits.


1. All goods supplied shall remain our property (reserved property) until all claims are satisfied, in particular the
outstanding claims, to which we are entitled within the
framework of the business relationship. This also applies to future and conditional claims, e. g. from acceptor's bills.

2. The processing and conversion of the reserved goods is carried out for us as a manufacturer in the meaning of the
Italian Civil Code without any obligations on our part. The processed and converted goods constitute reserved goods in
the meaning of clause 1.

3. When the reserved goods are processed, combined or blended with other goods by the buyer, we acquire coownershipin the resulting goods in proportion of the invoice value of the reserved goods to the other goods used. If our property ceases to exist as a result of processing, combining and blending the buyer is deemed to have assigned to us the proprietary or accessory title in the resulting goods or items in the proportion of the invoice value of the reserved goods to the invoice value of the other goods used, and holds them in safe custody for us free of charge.
Our rights of co-ownershipare those of reserved goods in the meaning of clause 1.

4. The buyer may only resell the reserved goods in the course of ordinary business transactions as long as he is not in default of payment, provided that he reserves the title to the goods,and the claims from the resale are transferred to us in line with the clauses 5 and 6. He is not entitled to any other disposal of the reserved goods. Using the reserved goods to meet obligations of contracting work also constitutes disposal in the meaning of Section A V.

5. The receivables of the buyer from the resale of the reserved goods are assigned to us. They shall serve as collateral to the same extent as the reserved goods in the meaning of clause1.

6. If the reserved goods are resold by the buyer together with other goods, then the receivables from the resale is assigned to us in the proportion of the invoice value of the reserved goods to the invoice value of the other goods used. On the resale of goods on which we have a co-owner's interest (clause 3) a portion of the claim equal to our co-ownershipshare shall be assigned to us.

7. The buyer is entitled to collect claims from the resale, unless  we revoke the direct debit authorisation in the cases named in the clauses A III 4 and 5. At our request he undertakes to inform his buyer of the assignment to us immediately - unless we do not do so ourselves - and provide us with all the necessary information and documentation to collect.
In no way is the buyer entitled to assign the receivables and this also applies to all types of factoring business by virtue of our direct debit authority.

8. The buyer must inform us immediately of any seizure or other  impairment by third parties.

9. If the value of the existing collateral exceeds that of theassignment to us by more than 20% we undertake to release
the excess collateral in the form of our choosing.

10.If the right of retention or the assignment according to the applicable law in a territory in which the goods are located is not effective, then the collateral corresponding to the right of retention or assignment in the territory is deemed to have been agreed. The buyer shall take and shall participate in taking all necessary measures to substantiate and maintain such rights.

B. Execution of the delivery


1. The delivery period commences with the date of our order confirmation, however not until all details of the contract have been completely clarified.

2. If the buyer fails to meet his legal obligations in time - which include participatory and accessory obligations - such as
extending a letter of credit, making an advance payment or anything similar, we are entitled to postpone our delivery
periods accordingly- without prejudicing our rights in respect of default by the buyer - to accommodate the needs of our
production processes.

3. The dispatch date ex works is decisive for the observance of delivery times. If the goods cannot be dispatched in timewithout us being culpable, then advising readiness to deliver is  deemed to constitute compliance with the delivery periods.

4. If we are prevented from fulfilling our obligations by unforeseen events which after exercising due care are beyondour reasonable control and affect us or our suppliers, e.g. war, force majeure, internal unrest, natural disasters, accidents,other operational disturbances, or the delay in the delivery of  essential material or raw materials, the delivery time isextended by the period of the hindrance as well as an appropriate start-up time. If it becomes impossible or unreasonable for us to make the delivery we can rescind the contract; the buyer has the same rights if accepting the goods  is nreasonable as a result of the delay. Strikes and lockouts also constitute hindrances beyond our control for which wecan not be held responsible in the meaning of this paragraph.

5. A right for the buyer or for us to rescind the contract according to clause 4 applies fundamentally to the unfulfilled part of the contract only. In case the partial deliveries made can not be put to use by the buyer, he is entitled to rescind the entire contract.


1. In the absence of other instructions by the buyer we are  entitled to determine the mode of dispatch and the means of
transportation as well as the forwarding agent or carrier.

2. If the loading or the transportation of the goods is delayed due  to reasons for which the buyer is responsible, we are entitled to store the goods at our discretion at the cost and risk of the client, to take measures we consider necessary to maintain the goods and to invoice the goods as delivered. The same applies if goods which are reported as ready for dispatch are not called for within four days. The statutory provisions with regard to the default in taking delivery remain unaffected.

3. Insofar as is usual we shall deliver the goods in a packed condition; the buyer shall bear the costs.

4. In the case of damage to goods in transit the buyer shall immediately arrange for identifying the facts at the appropriate location.

5. With the transfer of the goods to the forwarding agent or carrier, or at the latest, when the goods leave the factory or
warehouse, the risk is passed to the buyer.


1. Deviations from mass, weights, qualities, deficiencies, number of pieces, length, etc. are valid according to DIN or to normal practice.

2. Width tolerances of film in rolls up to +/- 1 mm plus thickness  tolerances up to +/- 10% are admissible.
3. No warranty is given in respect of colour fastness.

4. We reserve the right to over or undersupply by up to 20% for  customised production.


1. Descriptions of our deliveries and services and any other explanations we provide do not represent a warranty, unless
this is expressly agreed in writing.

2. Unless expressly agreed otherwise, all technical advice offered by us relating to the technology is without warranty. It does not release the buyer from the obligation to examine the products supplied by us in respect of their suitability, including the suitability for the intended further processing and the intended application.


1. Should the goods supplied have a material defect, on justified,immediate notification of defect we shall remedy the defect or provide goods without a defect (rectification of defect) as we deem appropriate.

2. For material defects which reduce the value or fitness of the goods in an immaterial manner, our liability is excluded.

3. If we fail to meet the obligation to rectify the defect within a reasonable period determined by the buyer, or setting a time period is required pursuant to legal regulations, the buyer can abate the purchase price according to the legal regulations, to withdraw from the contract and/or demand damages and expenses incurred in vain in line with section C. All further claims are excluded.

4. Claims regarding material defects are subject to a limitation period of twelve months from the delivery of the goods,
providing that the law does not proscribe a longer period or the liability resulting from C.

5. The buyer shall give us immediate opportunity to satisfy ourselves that the defect exists, in particular at our request to place the goods or samples of it at our disposal.
6. If goods inspection or an initial sample testing has been  agreed, the notification of defects that the buyer could have
determined on a careful inspection or initial sample testing  shall be excluded.

7.The legal rights of recourse on the part of the purchaser  against us exist only to the extent that the buyer has made anagreement with his customer which goes beyond the legal  claims regarding material defects.

C. General limitation of liability

1. Insofar as it is not otherwise regulated in these conditions, we  are liable for damages or claims for expenses incurred in vain as a result of the infringement of contractual and noncontractual obligations only with intent, with gross negligenceof our legal agents or managers and on negligent infringement of important contractual obligations. On the negligent infringement of important contractual obligations we are liable - except in cases of intent or of gross negligence on the part of our legal agents, managers or employees - only for damages which are customary and foreseeable in this typeofcontract.
Claims on account negligent injury of life, body or health as a result of defects which we have fraudulently concealed orwhose absence we have warranted as well as personal damage or damages to privately used property according to the Product Liability Act remain unaffected by this limitation of liability.

2.The limitation of liability according to clause 1 also applies to  the personal liability of our employees and agents.

D. Other


The law of the Italian Republic Republic applies, to the exclusion of claims arising from the Convention of the United Nations dated 11.04.1980 on Contracts for the International Sale of Goods.


The place of performance for both parties is Bolzano. In the case of any and all disputes that may arise from the
contractual relationship, insofar as the buyer is a merchant  possessing full commercial capacity, a legal entity under
public law or a special fund under public law, any legal  proceedings shall be instituted at the court in Bolzano having
jurisdiction for us. We are also entitled to sue the buyer at his general place of jurisdiction.

Niederwieser Spa - Food Packaging Division
Via Zamboni 14
I-41011 Campogalliano (MO)

Dated:  January, 1st 2013