1. These General Terms and Conditions of Sale (hereinafter “GTC”) apply to all contracts relating to the sale and delivery of fruit and vegetables by VARESCO TRADING Srl to parties acting in the course of their business or professional activities pursuant to Article 2195 of the Italian Civil Code (hereinafter “Buyer”). The application of these GTC to contracts with consumers is expressly excluded.
2. These GTC apply to all present and future commercial relationships, regardless of the place of delivery or destination of the goods (worldwide application), unless otherwise agreed in writing.
3. VARESCO TRADING Srl’s GTC are deemed to be accepted in full by the Purchaser, even in derogation from any general terms and conditions of purchase of the latter. Any contrary or divergent clauses of the Purchaser shall not form part of the contract, even if VARESCO TRADING Srl does not expressly object to them or carries out the supply without reservation.
1. Offers made by VARESCO TRADING Srl are non-binding (“invitation to treat”) and are subject to change.
2. Contracts may be concluded in writing, verbally (e.g. by telephone), via email, SMS or messaging services (e.g. WhatsApp).
3. The Buyer’s order constitutes a contractual offer. The contract is deemed concluded only upon written order confirmation by VARESCO TRADING Srl or, alternatively, upon commencement of the supply (delivery of the goods).
4. Verbal agreements, additions or subsequent amendments to the order are valid only if confirmed in writing or electronically by VARESCO TRADING Srl.
5. In the event of discrepancies between the order and the order confirmation, the terms of VARESCO TRADING Srl’s order confirmation shall prevail, unless the Buyer objects immediately and in writing.
1. Delivery terms (ICC Incoterms® 2020) are agreed individually for each order and set out in a binding manner in the relevant order confirmation.
2. The risk of loss, destruction or deterioration of the goods passes to the Buyer upon delivery to the first carrier or forwarding agent, even if VARESCO TRADING Srl has arranged the transport on behalf of the Buyer.
3. Should the Buyer fail to collect the goods within the agreed time limits or fail to provide a carrier, the risk shall be deemed to have passed to the Buyer upon notification that the goods are ready; all costs of demurrage, storage and the risk of natural deterioration of the goods shall be borne exclusively by the Buyer.
4. The delivery times indicated by VARESCO TRADING Srl are to be considered purely indicative and non-essential, unless expressly agreed in writing (“essential deadline”); VARESCO TRADING Srl shall not be liable for delays caused by the carrier, customs formalities or force majeure.
1. Payment terms are set in accordance with Legislative Decree 198/2021. Payment must be made within a maximum of 30 days from the invoice date. In the case of foreign or uninsurable customers, payment in advance is required; in any case, Varesco Trading Srl will assess each case individually depending on the specific customer.
2. Invalidity of derogations: Pursuant to Article 10 of the aforementioned decree, any contractual clause contrary to the above terms is null and void. In the event of late payment, the increased interest on arrears provided for by current legislation shall apply.
3. Solve et Repete clause: Any disputes or complaints do not entitle the Buyer to suspend, delay or reduce payment of the price.
4. Unless otherwise agreed in writing, all payments must be made in euros (EUR).
5. Furthermore, in the event of late payment, VARESCO TRADING Srl reserves the right to immediately suspend all ongoing services (including those relating to other contracts with the Purchaser). If payment is not received within seven days of VARESCO TRADING Srl’s written notice, the company is free to terminate the contract — and any other agreement with the Purchaser — with immediate effect.
6. VARESCO TRADING Srl shall be entitled to terminate the contract with immediate effect should the Purchaser become insolvent, file for bankruptcy, or in the event of a substantial change in its corporate structure (e.g. the sale of more than 50% of the shares). In such circumstances, all of VARESCO TRADING Srl’s claims shall become immediately due and payable.
1. Obligation to inspect: The Buyer is required to inspect the goods immediately upon delivery. Any general reservations (e.g. ‘accepted subject to reservation’) on the transport documents (CMR/DDT) have no legal effect. Reservations must be specific and justified.
2. Time limits: Complaints regarding defects must be submitted in writing to italia@varescogroup.eu within 10 hours of delivery.
3. Required documentation: To be considered valid, every report must include: a reference number, a description of the defect, and detailed photographs (of the product, packaging, and label showing the GGN code).
4. Damage mitigation: In the event of a complaint, the Purchaser is obliged to mitigate the damage (Art. 1227 of the Italian Civil Code), ensuring temperature-controlled storage and proper ventilation. Repackaging is prohibited without the prior written authorisation of VARESCO TRADING Srl.
5. Inspection and Returns: VARESCO TRADING Srl reserves the right to inspect the goods through its own representatives or experts. Any returns must be authorised in writing in advance.
6. Retention of title: In the event of a complaint, the goods remain the exclusive property of VARESCO TRADING Srl until the matter has been fully resolved and written instructions have been provided.
1. VARESCO TRADING Srl’s liability for any damages is limited solely to cases of wilful misconduct or gross negligence. Pursuant to Article 1229 of the Italian Civil Code, liability for ordinary negligence is excluded. VARESCO TRADING Srl shall not be liable for damages caused by third parties.
2. Under no circumstances shall VARESCO TRADING Srl be liable for indirect, incidental or consequential damages, including, by way of example, loss of profit or penalties imposed by the Purchaser’s customers (e.g. large-scale retailers).
3. VARESCO TRADING Srl shall not be liable for damages resulting from inadequate storage or improper handling of the goods after delivery.
4. Any reprocessing or repackaging of the delivered product must always be authorised in writing by VARESCO TRADING Srl (via email or text message). VARESCO TRADING Srl’s liability ceases immediately if the goods are handled, reprocessed, repackaged or mixed with other products by the Purchaser or by third parties.
5. Liability for damage caused during transport is governed by the agreed Incoterms®.
1. VARESCO TRADING Srl shall not be liable for any failure to perform or delay in the performance of its obligations where this is caused by events of force majeure (including, but not limited to: wars, natural disasters, strikes) or unforeseeable circumstances.
2. VARESCO TRADING Srl shall promptly inform the Purchaser of the occurrence of such events.
1. VARESCO TRADING Srl gives preference to suppliers certified to recognised standards, in particular GlobalG.A.P., IFS or equivalent schemes.
2. VARESCO TRADING Srl reserves the right to carry out audits or to commission third parties to do so.
1. Any amendment or addition to these General Terms and Conditions must be made in writing, failing which it shall be null and void.
2. Should one or more provisions of these General Terms and Conditions be or become void or ineffective, this shall not affect the validity of the remaining clauses.
3. The Court of Bolzano shall have exclusive jurisdiction over any dispute.
Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Purchaser declares that they have read carefully and specifically agree to the following clauses: Article 1; Article 3; Article 4; Article 5; Article 6 and Article 9.