General Trade Rules
General Trade Rules for Wood Pulp
1. Preamble
These General Trade Rules shall apply, except when modified by express agreement accepted in writing by both the Seller and the Buyer.
The following general terms and conditions of sale (hereinafter “General Conditions”) of Fibret s.r.l. with registered office at Viale G. Carducci, no. 407, 55100 Lucca (LU) – Italy (hereinafter the “Seller”), apply to all our quotations, sales, order confirmations of products (hereinafter “Products”), and to transactions of similar nature between the Seller and the Customer (hereinafter the “Parties”)
The Seller publishes these conditions on their institutional website at the following link: www.fibret.it , fulfilling the obligation to make them known to the Customer (hereinafter the “Customer”).
These General Conditions take precedence over any additional or different terms and conditions of the Customer, to whom notice of objection is hereby given. Acceptance by the Customer is limited to these terms and conditions. Neither the Seller’s commencement of execution nor delivery shall be deemed or constituted as acceptance of the Customer’s additional or different terms and conditions.
2. Contract formation
The Seller’s quotations are valid for 10 (ten) consecutive days beginning with the day of the quotation, unless indicated otherwise in the quotation itself.
The Seller may disregard any purchase orders received after the above term.
Unless otherwise agreed in the quotation, a sales contract is formed upon receipt by the Customer of the Seller’s written acceptance of the order, including in electronic form.
Issuance of a purchase order shall mean acceptance of these General Conditions, and waiver of any Customer terms and conditions.
No order shall be binding unless and until it is accepted by the Seller in writing.
Any orders collected by the Seller’s agents or intermediaries are not binding and are subject to the Seller’s written confirmation.
3. Title to goods
The ownership of goods is transferred to the Customer, as well as the risk transfer, in accordance with Incoterms® 2020 adopted by the ICC (International Chamber of Commerce).
4. Product details
All Products as well as technical specifications, quantity, quality, packaging are contained in the quotation and/or order confirmation.
5. Quantity: Weight and moisture
Unless otherwise stated, the word tonne in this contract shall mean 1,000 kilogrammes air-dry weight, gross for net. The term air-dry shall mean ninety per cent (90%) absolutely dry pulp and ten per cent (10%) water.
The pulp shall be packed in bales of declared uniform weight and air-dry content or a specification to be provided stating the weight and air-dry content and number of each bale. Each bale shall bear a number or other identification mark to enable the time of manufacture to be determined by the Seller in case of need.
6. Quantity: Margin
For operational convenience, a margin of ten per cent (10%), either more or less, on the contract quantity is allowed. When two or more shipments are made under the same contract, the margin for the total contract quantity may not exceed ten per cent (10%) of the amount to be shipped with the final shipment to fulfil the contract.
7. Quantity: Disputes about air-dry quantity
(a) If the Buyer disputes the air-dry content of the pulp invoiced, they must do so within a time limit of thirty (30) days after the unloading of the goods at the place of destination, and base their claim on a test which must show a difference of more than one per cent (1%) in air-dry pulp content. in that case, they may submit their claim to the Seller and at the same time provide the Seller with the details of the Buyer’s test and with at least two names of suitable and competent analysts. If at the time there exists a valid list of analysts approved by the trade associations of the Parties, the analysts must always be selected from this list first.
(b) If the Parties fail to agree on the exact quantity within seven (7) days of the Seller’s receiving the claim and the details of the test, a retest shall take place as soon as the Seller has selected one of the analysts proposed. If the Seller has not made their choice within fifteen (15) days of the receipt of the names, the Buyer has the right to appoint one of the analysts proposed.
(c) The retest shall be performed in accordance with existing ISO Recommendations or, for grades not covered by such recommendations, according to a method agreed upon between Buyer and Seller. The Seller shall have the right to be represented at the retest. Not less than one-half (1/2) of the disputed consignment shall be available for the retest, otherwise no claim can be established. If the difference in net weight does not exceed one per cent (1%) compared with the original invoice, the invoice shall stand as originally rendered. The analyst’s findings shall be final and all expenses incidental to the retest shall be paid by the Party in error.
(d) The buyer shall, however, in any case pay the invoice when due. Final adjustment shall be made when the retest is completed and according to its result.
8. Quality
(a) If the Buyer disputes the quality of the pulp delivered, they must do so within the time limit of thirty (30) days after the unloading of the goods at the place of destination and, within the same time, state their claim as well as provide the Seller with the facts on which they are basing said claim.
(b) If the Buyer has made their claim as specified above and the Parties cannot reach a settlement of the dispute, the matter shall be referred to arbitration. Not less than sixty per cent (60%) of the consignment under dispute shall be available for the taking of samples, which can be determined by the arbitrators, otherwise no claim can be established.
(c) Should the pulp delivered be found upon arbitration not to conform with the quality of the pulp according to the specifications and/or the sample sold, but usable nevertheless by the Buyer in their normal production, the arbitrators shall award an adequate allowance to the Buyer. But should the pulp be found not usable, the arbitrators shall award rejection. The arbitrators shall, however, be entitled to award rejection only if eighty per cent (80%) or more of the consignment in question remains.
(d) In the event of an award of rejection or of an allowance of twenty per cent (20%) or more of the CIF value on account of quality in favour of the Buyer on two successive consignments of the same brand of pulp under this clause, the Buyer has the right to cancel the balance of the contract if only one brand is contracted for, and, if more than one brand is contracted for, to cancel all future deliveries of the brand object of the award.
(e) The Buyer shall promptly unload and properly store and cover by insurance any shipment made to the Buyer pending a decision of the dispute.
(f) The Buyer shall in any case pay the invoice when due. Final adjustment shall be made when the decision of the arbitrators is given and according to its result.
9. Payment terms
Payment terms are specified in the order confirmation as sent by the Seller on a case-to-case basis for each sales contract.
Unless agreed otherwise, all payments must be made by bank transfer.
If payment is agreed, in whole or in part, through letter of credit, such letter of credit shall be issued by first class banks that have adopted the Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce (ICC), version in force at the time the sales contract is concluded. Letters of credit shall be opened in accordance with the Seller’s instructions and deadlines indicated in the order confirmation, otherwise the Seller may suspend any execution of the sales contract without prejudice to any further rights and remedies.
All bank fees are charged to the Customer’s account, except confirmation charges, if any.
10. Delayed payment and ownership of the goods
(a) If the Buyer delays payment, each time it becomes due the Seller shall be entitled to interest on such sum at a rate of five per cent (5%) above the official discount rate or the official minimum lending rate, as appropriate to the country of the Buyer. When the price is payable in a currency other than that of the Seller’s country, the Seller is also entitled to compensation if the exchange rate is less favourable to them on the day of delayed payment than it was on the last day when payment was due.
(b) If the Buyer is in default of payment and the delay is not attributable to errors by transferring banks, the Seller has the right to cancel the contract with affect fourteen (14) days after giving notice if the payment has still not reached them at that time. In the case of instalment contracts, such cancellation applies to the balance of the contract including or not including, as the Seller so elects, the shipment for which the Buyer is in default of payment.
(c) Delivered pulp shall – to the extent permitted by the law of the Buyer’s country – remain the property of the Seller until the entire sum due under the contract is paid. The ownership of the pulp includes the right to the goods as delivered or adapted and the right to the receivables which the Buyer may have incurred from disposing of the pulp or of products made thereof.
(d) Should the Buyer default in making a payment under the terms of the contract, the Seller shall have the right to suspend deliveries until payment, upon giving notice to that effect to the Buyer.
(e) Should the Buyer or the Seller become insolvent or go into liquidation or have a receiver appointed, or otherwise be found to be in such financial position that it may reasonably be assumed that they will not be able to fulfil their obligations, the other Party shall have the right to cancel the contract if the first Party has not, within ten (10) days from the notice, provided a satisfactory guarantee for their fulfilment of the contract.
11. Delivery
All deliveries are determined in accordance with the contractually agreed INCOTERM® in accordance with the clause provided in the quotation and order confirmation.
All risks related to the Products shall pass to the Customer upon delivery of the Products to the first carrier, unless otherwise agreed in writing in accordance with the “Incoterm” applicable to the delivery in question. All such risks shall pass to the Customer also in case the Customer delays in collecting the Products when ready for collection, and the Customer shall also bear any and all charges for storage, care and insurance, or other applicable charges.
12. Product warranty
The Seller hereby warrants that the Products are suitable for the intended use according to what agreed upon, based on product details as mentioned in Art. 4, and the order confirmation terms, and comply with the Italian laws and EU regulations where applicable.
13. Limitation of damages
(a) If the pulp delivered is found lacking in quality and a rejection of the faulty pulp is agreed or awarded by arbitration, the Seller is under the obligation without undue delay to replace the faulty pulp at their own expense and reimburse the costs that the Buyer may have incurred in receiving, storing and reloading the faulty pulp, but is not otherwise able to pay compensation or damages of any kind because of the defect. When there is a lack of quantity or a defect in quality, which is not causing rejection, the Buyer pays only for the pulp delivered or for the reduced value, respectively, of the faulty pulp, and shall not otherwise be compensated and is not entitled to damages.
(b) When either Party is liable for damages to the other, these shall not exceed the loss, which the Party in fault could reasonably have foreseen at the time of the conclusion of the contract nor include consequential damages.
(c) If one Party alleges a breach of contract by the other Party, they must take all necessary measures to mitigate the loss resulting from the breach, provided that and in so far as they can do so without unreasonable inconvenience or cost. If they fail to take such measures, the Party in breach may claim a reduction in the damages.
14. Exemption from liability (Force Majeure)
(a) The following shall be considered grounds for exemption from liability if they occur after the conclusion of the contract – or when they have occurred before that time, if their effects were not clearly foreseeable before the conclusion – and they prevent, hinder or delay the Buyer’s production or acceptance of the pulp or the Seller’s production or delivery of pulp through the means agreed; namely: war; risk of war; insurrection; blockade; requisition; embargo; calling up of personnel for military service; currency restrictions; export or import prohibitions or restrictions; restrictions in the use of energy power; labour conflicts; general shortage of personnel, transport and materials; water shortage; fire; flood; storm; obstruction of railways; obstruction of navigation due to ice at the port of shipment; loss or detention at sea; non delivery, faulty or delayed delivery by the Seller’s suppliers of raw material and other commodities for production, and any other circumstances beyond the control of the Parties.
(b) The Buyer or the Seller, as the case may be, may suspend performance under this contract on the grounds of exemption, neither Party being responsible to the other Party for any damage resulting from such suspension. Shipment in transit from the Seller’s facilities must, however, always be accepted by the Buyer.
(c) In the event of suspension of performance for less than twenty (20) consecutive days, shipments shall be resumed as soon as practicable for the full contract quantity. When such suspension shall have continued for a period of twenty (20) consecutive days or more, the shipment omitted during the period of suspension can be cancelled without liability to either Party, and subsequent shipments shall be resumed thereafter according to the contract.
(d) The Party wishing to claim compensation by reason of any of the said circumstances shall notify the other Party in writing, by electronic means/email or by phone, without delay, on the occurrence of the intervention and on the cessation thereof and, as soon as practicable, notify the other Party to what extent the claim will necessitate a suspension.
15. Delayed shipment caused by late arrival of ship
Notwithstanding anything contained herein, in the event of a ship which has been chartered in accordance with the terms hereof being delayed in arriving at the port of loading for a period not exceeding twenty-one (21) days after the expiry of the shipment term set forth in this contract, such delay shall not by itself constitute a cause for refusing to ship or to take delivery of the relevant shipment or for claiming damages.
16. Increase in costs
If, after the conclusion of the contract, a substantial increase of not less than ten per cent (10 %) of the total costs of the production and transportation of the pulp should occur, the Seller shall have the right to demand a renegotiation of the price in respect of quantities due for shipment thirty (30) days after notice of renegotiation has been served, in order to obtain reimbursement for their increased costs as long as these continue. If an agreement cannot be reached within these thirty (30) days, the Seller may cancel the undelivered part of the contracted quantity.
17. Claims
All claims must be made in writing, by electronic means/email or by phone within thirty (30) days (except claims for payment of the invoice) after the unloading of the goods at the place of destination. No claims sent after that time shall be acknowledged.
18. Shipments
Each shipment under this contract shall be considered as a separate contract and default on one or more shipments shall not invalidate the balance of the contract except as herein otherwise provided. The present clause does not, however, affect the applicability of clauses 3 and 10 above.
19. Applicable law
The contract and the legal relations between the Buyer and the Seller shall be governed by the place in which the Seller is headquartered.
20. Place of jurisdiction, arbitration clause
Any and all disputes arising from these General Conditions or from any contract of sale between the Seller and the Customer shall be definitively settled as follows:
1. If the Customer’s registered office is located within the European Union, the exclusive place of jurisdiction is Lucca (LU) – Italy, or the legal residence of the Customer, in accordance with our choice.
2. If the Customer’s registered office is located outside the European Union, the following arbitration clause shall apply instead of the preceding agreement on jurisdiction.
All disputes arising in connection with the present contract shall be definitively settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one of more arbitrators appointed in accordance with the Rules.
21. Personal data
Regulation (EU) 2016/679 (General Data Protection Regulation) and Italian Legislative Decree no. 196 of 30 June 2003 provides for the protection of individuals and other persons with regard to the processing of personal data.
Such processing must be consistent with the principles of fairness, lawfulness, transparency and protection of confidentiality of the person providing their own personal data.
Pursuant to art. 13 of the GDPR, the information is provided at the following link: https://www.fibret.it/dichiarazione-sulla-privacy-ue.
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