Conditions for Sales

B2B GENERAL TERMS AND CONDITIONS OF SALE

Between

Naturalia Ingredients S.r.l., with registered office at Via Rosario Ballatore no. 5 – 91026 Mazara del Vallo (TP) – Italy, VAT No. 02374540819, Tel. +39 0923.1958900, e-mail: info@naturaliaingredients.com,
(hereinafter the “Seller”)

and

the professional Customer making purchases through the B2B channel of the website www.naturaliaingredients.com,
(hereinafter the “Customer”),

jointly referred to as the “Parties”.

PREAMBLE

A) The Seller is a company that markets products for the food industry through its website.

B) The website www.naturaliaingredients.com provides a B2B information and commercial contact channel reserved for persons acting in the course of their entrepreneurial, commercial, craft or professional activities (the “B2B” channel).

C) These general terms and conditions (hereinafter the “General Terms and Conditions”) exclusively govern sales carried out through the aforementioned B2B channel.

D) The application of these General Terms and Conditions to purchases made by consumers is expressly excluded.

ART. 1 – SUBJECT MATTER AND SCOPE OF APPLICATION

1.1.
These General Terms and Conditions govern the distance sale of products (hereinafter the “Products”) offered through the B2B channel of the website www.naturaliaingredients.com (hereinafter the “Website”), without prejudice to anything that may have been separately agreed in contracts, offers or specific agreements entered into between the Parties.

1.2.
Browsing the online catalogue of the Website and consulting any information contained therein do not constitute a binding offer in the technical legal sense, but rather an invitation to the Customer to submit a purchase proposal in accordance with the procedures set out in Article 4 below.

1.3.
The sales contract is entered into between professionals pursuant to and for the purposes of Article 1326 of the Italian Civil Code when the Customer receives the Order Confirmation referred to in Article 5.

1.4.
These General Terms and Conditions constitute general contractual terms pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code.

1.5.
For all matters not expressly provided for herein, the provisions of the Italian Civil Code concerning contracts and sales shall apply.

ART. 2 – DEFINITIONS

For the purposes of these General Terms and Conditions, the following terms shall have the meanings set out below:

• “Website”: the internet domain www.naturaliaingredients.com and, specifically, the section thereof reserved for and accessible upon registration as a B2B Customer.
• “Customer”: the individual or legal entity acting in the course of its entrepreneurial, commercial, craft or professional activity, which has validly registered and has been authorised to access the B2B channel of the Website.
• “Order”: the contractual purchase proposal submitted by the Customer through the Website’s electronic procedures.
• “Product(s)”: the tangible goods described and offered for sale on the Website.
• “Order Confirmation”: the electronic document issued by the Seller accepting the Customer’s proposal and thereby perfecting the contract.

ART. 3 – REGISTRATION AND B2B ACCOUNT

3.1.
In order to make purchases through the B2B channel, the Customer must first register by completing the relevant form on the Website and providing all requested information, including correct and complete tax and billing details.

3.2.
Registration constitutes a request for authorisation. The Seller reserves the discretionary right to accept or reject such request without being required to provide reasons, including on the basis of commercial considerations, reliability assessments or the compatibility of the applicant’s business with the type of Products.

3.3.
Access authorisation to the B2B channel and the relevant levels of commercial terms may be modified or revoked unilaterally by the Seller at any time, subject to written notice to the Customer.

3.4.
The Customer is responsible for safeguarding its access credentials and for all operations carried out through its account. The Customer undertakes to immediately notify the Seller of any unauthorised use of its account.

ART. 4 – CUSTOMER’S ORDER

4.1.
The Order, completed through the Website’s procedures and handled by Customer Service, constitutes an irrevocable contractual proposal, except as provided for in Article 4.3.

4.2.
Before confirming submission of the Order, the Customer must carefully verify its contents (quantity, type of Products, prices and shipping address) and make any necessary corrections.

4.3.
The Order may be amended or cancelled by the Customer only until the time of its final electronic submission (by clicking “Submit Order” or an equivalent command). Once the system has confirmed acceptance of the Order, the Order may no longer be unilaterally amended by the Customer.

4.4.
Acceptance of the Order by the Seller is subject to verification of the accuracy of the information provided and the actual availability of the Products, as well as approval of the proposal pursuant to Article 5.

4.5.
The Seller reserves the right to reject anomalous Orders, Orders suspected of fraud, Orders with incomplete shipping addresses or Orders that conflict with its commercial policy.

ART. 5 – CONCLUSION OF THE CONTRACT

5.1.
The sales contract shall be perfected and become effective only upon the Seller sending the Customer the “Order Confirmation”, which shall constitute acceptance of the proposal referred to in Article 4.

5.2.
The Order Confirmation, bearing the sequential order number, shall be sent by e-mail to the address provided by the Customer and shall contain a summary of the Products ordered, unit and total prices (excluding VAT), shipping costs, delivery address and payment method.

5.3.
The Customer undertakes to immediately verify the accuracy of the information contained in the Order Confirmation and to notify the Seller of any errors within 24 hours of receipt, after which such information shall be deemed confirmed and accepted.

ART. 6 – PRICES, TAXES AND COSTS

6.1.
All Product prices are expressed in Euros and exclude VAT. The price lists applicable to B2B Customers are made available within the restricted area of the Website following the authorisation referred to in Article 3, or communicated to the Customer by the Seller’s Customer Service. In all cases, the prices confirmed in the Order Confirmation shall prevail over any other indication.

6.2.
Shipping costs, calculated according to the delivery location, weight and volume of the Order, shall be indicated to the Customer during checkout before confirmation of the Order, shall be stated exclusive of VAT and shall be borne by the Customer.

6.3.
Any customs duties, local taxes, import taxes or other charges applicable in the destination country shall be borne exclusively by the Customer, which shall assume full responsibility therefor.

6.4.
The Seller reserves the right to modify prices at any time. Such modifications shall not affect Orders already perfected by means of an Order Confirmation.

ART. 7 – PAYMENTS

7.1.
Payment of the price and ancillary costs may be made exclusively through the following methods, as indicated at the time of the Order:
a) advance bank transfer;
b) credit/debit card (supported card networks).

7.2.
In the event of payment by bank transfer, the Order shall be processed only after the relevant funds have actually been credited to the Seller’s account. The Customer must indicate the assigned order number in the payment reference.

7.3.
For electronic payments, transactions are carried out through secure channels managed by authorised payment service providers. The Seller does not have access to the Customer’s credit card details.

7.4.
In the event of non-payment, late payment or unjustified revocation of payment, the Seller shall be entitled to suspend or cancel the Order and to take action to recover the amounts due. The Seller also reserves the right to suspend the Customer’s B2B account authorisation in the event of repeated breaches.ART. 8 – PRODUCT AVAILABILITY AND ORDER CANCELLATION

8.1.
Information concerning Product availability on the Website is provided for indicative purposes only and is not binding.

8.2.
The Seller may, including after sending the Order Confirmation, discover that the Products ordered are wholly or partially unavailable. In such event, the Seller shall immediately notify the Customer in writing.

8.3.
The Customer may then choose, by notifying the Seller in writing within 5 (five) business days:
a) to accept partial delivery, with reimbursement or credit of the portion of the purchase price relating to the unavailable Products; or
b) to cancel the entire Order and receive a full refund of any amount already paid.

8.4.
The Seller shall also have the right to cancel the Order, upon notice, in the event of material and obvious errors in the prices or descriptions of Products published on the Website.

ART. 9 – RIGHT OF WITHDRAWAL

9.1.
Unless otherwise agreed in writing between the Parties, the Customer shall have no right of withdrawal or reconsideration following conclusion of the contract pursuant to Article 5.

9.2.
Any returns of Products may be accepted only following prior written authorisation (RMA – Return Merchandise Authorisation) issued by the Seller, at its discretion and subject to specific commercial and goods-integrity conditions that shall be communicated from time to time.

9.3.
Products returned without authorisation or not complying with the agreed return conditions shall not be accepted or shall be returned to the Customer at the Customer’s expense.

ART. 10 – DELIVERY, DELIVERY TIMES AND TRANSFER OF RISK

10.1.
The Products shall be made available to the Customer at the Seller’s warehouse. At the Customer’s request, the Seller may arrange shipment in the name and on behalf of the Customer, with all costs and risks being borne entirely by the Customer.

10.2.
Any delivery times indicated are merely indicative and shall not be deemed essential terms. Unless attributable to wilful misconduct or gross negligence on the part of the Seller, failure to meet such times shall not entitle the Customer to compensation for indirect damages or to automatic termination of the contract, without prejudice to the Seller’s obligation to perform the delivery.

10.2-bis.
Should the delivery delay exceed 30 (thirty) days beyond the date indicated in the Order Confirmation, the Customer may, by written notice, cancel the Order solely with respect to the Products not delivered, with reimbursement of any amounts already paid for such Products, excluding any further claim.

10.3.
The risk of loss of or damage to the Products shall pass to the Customer when the Products are made available to the Customer at the Seller’s warehouse, even where transportation is physically arranged by the Seller.

10.4.
Unless otherwise indicated in the Order Confirmation, Incoterm EXW (Ex Works) at the Seller’s warehouse shall apply, with all costs and risks arising after the Products are made available being allocated to the Customer.

ART. 11 – INSPECTION, CLAIMS AND WARRANTY FOR DEFECTS

11.1. Inspection and Claims for Apparent Defects and Non-Conformity

The Customer must inspect the Products, insofar as possible without opening sealed packages, within 8 (eight) business days from the date of receipt. Any apparent defects, discrepancies from the Order (in terms of type, model or quantity) or damage must be reported to the Seller in writing, together with a detailed description and photographic documentation, within the aforementioned period. Upon expiry of such period without notification, the Products shall be deemed accepted with regard to apparent defects and conformity with the quantities and types ordered, without prejudice to proof that the Seller fraudulently concealed the defects.

11.2. Warranty for Latent Defects

a) The Seller warrants that the Products are free from defects that render them unfit for ordinary use or materially reduce their value, pursuant to Article 1490 of the Italian Civil Code.

b) Non-apparent (latent) defects must be reported to the Seller in writing, with a detailed description of the defect identified, within 8 (eight) days of discovery, failing which the warranty shall be forfeited.

b-bis) In all cases, the Customer’s action to enforce the warranty shall be subject to a limitation period of one year from delivery of the Products, unless otherwise provided by mandatory provisions of law.

c) The warranty does not cover defects resulting from normal wear and tear, improper use, negligence in storage or handling, failure to carry out maintenance, unauthorised modifications or repairs, force majeure events.

d) Any agreement excluding or limiting the warranty shall have no effect where the Seller has fraudulently concealed the defects from the Customer.

11.3. Remedies under the Warranty

In the event of a defect that has been duly and timely reported, the mandatory remedies provided by law in favour of the Seller shall remain unaffected.

The choice of remedy shall be exercised by the Seller in good faith and in such a manner as not to deprive the Customer of an effective remedy. Except in cases of wilful misconduct or bad faith on the part of the Seller, the Customer may not demand remedies other than or additional to those provided for in this Article.

11.4.
The provisions of paragraphs 11.1, 11.2 and 11.3 constitute clauses establishing forfeiture periods and limitations applicable to the Customer and are subject to specific written approval pursuant to Articles 1341, paragraph 2, and 1342 of the Italian Civil Code.

Any limitations on the right to raise defences shall remain without effect with respect to defences concerning nullity, voidability and rescission of the contract.

ART. 12 – RETENTION OF TITLE

12.1.
Until full payment of the purchase price, shipping costs and any other amount due from the Customer to the Seller in relation to the individual supply to which the Products relate, title to the delivered Products shall remain vested in the Seller pursuant to Article 1523 of the Italian Civil Code.

12.2.
The Customer shall safeguard the Products with the degree of care required by their nature, keep them, where possible, identifiable and separate, indicate their ownership by the Seller and allow their inspection upon request.

12.3.
Until full payment has been made, the Customer shall not be authorised to create pledges, liens or security interests over the Products in favour of third parties, nor to subject them to proceedings that may compromise their return.

12.4.
In the event of a breach by the Customer, the Seller shall be entitled to obtain the return of Products that have not yet been processed, incorporated or resold, at the Customer’s expense, in accordance with the forms permitted by law and the contract, without prejudice to the right to compensation for any greater loss and to the remedies provided by law in the event of failure to pay the price.

12.5.
Where, by their nature, the Products are intended for processing, mixing, incorporation into production processes or resale as part of the Customer’s business, retention of title shall operate to the extent that the goods remain specifically identifiable. In such cases, the Customer shall immediately pay the entire outstanding amount, without prejudice in any event to the Seller’s claim for the unpaid purchase price.

12.6.
The Customer acknowledges that the enforceability of this retention-of-title provision against its creditors and third parties is subject to compliance with the formal and, where applicable, publicity requirements established by law, and undertakes to cooperate with the Seller in fulfilling the relevant requirements.

ART. 13 – LIABILITY AND FORCE MAJEURE

13.1.
Except in cases of wilful misconduct or gross negligence, the Seller’s liability for direct damages arising from breach of contract or delay in performance shall be limited to the amount of the Order from which the damage arose.

13.2.
The Seller shall under no circumstances be liable for indirect or consequential damages, loss of profits, loss of production, loss of business opportunities, reputational damage or any other indirect pecuniary loss.

13.3.
The Seller shall not be liable for delays or failures to perform caused by force majeure or unforeseeable circumstances, including, by way of example: natural disasters, wars, riots, transport blockades, epidemics, acts of governmental authorities, strikes, malfunctions of electronic communication or energy networks, and shortages of raw materials not attributable to the Seller.

13.4.
The Customer remains responsible for verifying the suitability of the Product for the specific industrial application intended.

13.5.
The limitations of liability set out in paragraphs 13.1 and 13.2 shall be deemed clauses limiting liability and shall be subject to specific written approval pursuant to Articles 1341 and 1342 of the Italian Civil Code.

ART. 14 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY

14.1.
All content of the Website (texts, images, logos, drawings, trademarks, catalogues, price lists and know-how) is the exclusive property of the Seller or its licensors and is protected by intellectual and industrial property laws.

14.2.
The Customer is expressly prohibited from reproducing, distributing, communicating to the public, extracting, reusing or commercially exploiting in any manner whatsoever the content of the Website, except with the Seller’s written authorisation.

14.3.
The Parties undertake to treat as confidential all technical or commercial information of which they become aware in the course of the contractual relationship.

ART. 15 – PROCESSING OF PERSONAL DATA

15.1.
The Customer’s personal data and the personal data of its representatives shall be processed by the Seller for purposes related to registration, Order management, performance of the contract and administrative, accounting and tax obligations, in accordance with the privacy notice made available on the Website.

15.2.
The privacy notice constitutes a separate document from these General Terms and Conditions and does not form part of their contractual content.

15.3.
Any processing for additional purposes, including commercial communications and direct marketing, shall be carried out exclusively on the basis of an appropriate legal basis and, where required, following specific and separately obtained consent. The provision of such consent shall not constitute a condition for registration, conclusion or performance of the contract.

ART. 16 – GOVERNING LAW AND JURISDICTION

16.1.
These General Terms and Conditions and the sales contracts governed thereby shall be subject to Italian law.

16.2.
Any dispute concerning the interpretation, validity, performance or termination of these General Terms and Conditions and of individual sales contracts shall fall within the exclusive jurisdiction of the Court of Marsala (TP), unless mandatory provisions of law establish a different jurisdiction.

16.3.
The provision set out in paragraph 16.2 constitutes a derogation from the ordinary rules on jurisdiction and shall be subject to specific written approval pursuant to Articles 1341 and 1342 of the Italian Civil Code.

ART. 17 – AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS AND FINAL PROVISIONS

17.1.
The Seller reserves the right to amend these General Terms and Conditions at any time by publishing the amended version on the Website. The new terms shall enter into force on the date of online publication and shall apply exclusively to Orders submitted after such date.

Such amendments shall not have retroactive effect and shall not apply to contracts already perfected by means of an Order Confirmation issued prior to the publication date.

17.2.
The invalidity or ineffectiveness of one or more provisions of these General Terms and Conditions shall not result in the invalidity of the entire contract. Invalid or ineffective provisions shall, where applicable, be automatically replaced by the mandatory provisions applicable pursuant to Article 1339 of the Italian Civil Code. Failing this, the Parties undertake to replace them with valid provisions that achieve, to the maximum extent permitted, the same economic purpose.

17.3.
Communications between the Parties shall preferably be made by e-mail to the addresses provided by the Customer during registration and by the Seller in this document, and shall be deemed received upon electronic confirmation of transmission.

17.4.
These General Terms and Conditions shall prevail over any other terms and conditions of the Customer, even if issued subsequently. Any specific written agreements entered into between the Parties shall prevail over these General Terms and Conditions to the extent that they are incompatible therewith. The content of the contract shall remain freely negotiable within the limits established by law.

ART. 18 – SPECIFIC APPROVAL OF CLAUSES PURSUANT TO ARTICLES 1341 AND 1342 OF THE ITALIAN CIVIL CODE

Pursuant to and for the purposes of Articles 1341, paragraph 2, and 1342 of the Italian Civil Code, the Customer declares that it has read, understood and expressly and specifically approved, by means of a separate electronic selection during the ordering process, the following clauses of these General Terms and Conditions:

Article 3.2 (Seller’s discretionary right to accept or reject the authorisation request); Article 3.3 (unilateral amendment, suspension or revocation of authorisation to access the B2B channel and of the applicable commercial terms); Articles 4.1 and 4.3 (irrevocability of the proposal and limitations on the ability to amend the Order); Article 4.5 (Seller’s right to reject Orders); Article 6.4 (right to amend price lists); Article 7.4 (Seller’s right to suspend or cancel the Order and to suspend account authorisation in the event of non-payment or late payment); Articles 8.1, 8.2 and 8.4 (non-binding nature of availability information and right to cancel Orders due to unavailability or material errors); Article 9.1 (exclusion of the right of withdrawal and reconsideration); Articles 9.2 and 9.3 (requirement for written authorisation for returns and rejection of unauthorised returns); Articles 10.2 and 10.2-bis (non-essential nature of delivery times and limitation of remedies for delay); Articles 10.3 and 10.4 (time of transfer of risk and allocation of transport risks and costs); Articles 11.1 and 11.2 (inspection and defect-reporting periods, under penalty of forfeiture); Article 11.3 (warranty remedies left to the Seller’s choice and exclusion of additional remedies); Article 11.4 (forfeiture periods and limitations applicable to the Customer); Article 12 (retention of title and right to return the Products); Articles 13.1, 13.2 and 13.3 (limitations of the Seller’s liability and exemption for force majeure); Article 16.2 (derogation from jurisdiction – exclusive jurisdiction of the Court of Marsala (TP)); Article 17.1 (right to unilaterally amend the General Terms and Conditions); Article 17.4 (priority of these General Terms and Conditions and requirement of written form for derogations).

Place and date of online publication:
Website, 24/09/2026.

The Seller

NATURALIA INGREDIENTS S.r.l.