Last updated: 2 December 2025
Seller: Sudest Europe Srl – Via Enrico Toti 77, 73011 Alezio (LE), Italy – VAT no. 03418990754
Website: www.arber-horticulture.com – Commercial e-mail: info@arber-horticulture.com – Certified e-mail (PEC): sudest@pec.sudest.it
1. Definitions
Seller: Sudest Europe Srl.
Customer: any legal entity or sole trader acting in the course of its business or professional activity.
GTCS: these General Terms and Conditions of Sale.
Order Confirmation: document sent by the Seller accepting the Customer’s order and setting out the specific conditions of supply.
Incoterms® 2020: rules of the International Chamber of Commerce applicable to delivery.
2. Scope of application
These GTCS govern all B2B sales of products made by the Seller. Placing an order implies acceptance of the GTCS. Any conditions of the Customer shall be valid only if expressly accepted in writing by the Seller.
3. Offers, orders and conclusion of the contract
Quotations, price lists and availability are indicative and non-binding. The contract shall be deemed concluded only upon the Seller’s issuing of the Order Confirmation, which shall set out: products, quantities, prices net of VAT, delivery terms (Incoterms® 2020), estimated delivery times, ancillary charges and payment terms.
4. Prices, invoicing and payment terms
4.1 Prices are in Euro, net of VAT, duties and charges. Unless otherwise agreed in writing, payments shall be made according to the methods and deadlines indicated in the Order Confirmation.
4.2 The Seller may suspend or cancel supplies in the event of non-payment or late payment, even partial.
4.3 In the event of late payment, default interest applies pursuant to Italian Legislative Decree 231/2002 (D.Lgs. 231/2002), in addition to a flat-rate reimbursement of € 40 for recovery costs, without prejudice to any further damages.
4.4 Set-off of credits/debits is prohibited unless expressly agreed in writing.
5. Delivery, transfer of risk
5.1 Delivery terms are those indicated in the Order Confirmation and governed by Incoterms® 2020.
5.2 Delivery times are indicative and not essential. Delays not attributable to wilful misconduct or gross negligence of the Seller shall not entitle the Customer to termination or penalties.
5.3 Unless otherwise agreed, risk passes to the Customer in accordance with the agreed Incoterms® rule.
5.4 Partial deliveries and corresponding pro-rata invoicing are permitted.
6. Unloading and handling at destination
Unless otherwise agreed in writing (e.g. Incoterms® DPU) and within the limits of the law, unloading of the goods and any handling on board the vehicle (truck and/or container) are at the exclusive responsibility, expense and risk of the Consignee; the Seller and/or the Carrier are released from any liability for facts and damages connected to such operations; the driver is not required to perform handling work or to use equipment (tail-lift, pallet truck). Any unloading, destuffing or positioning services shall be performed only if requested and confirmed in writing and shall be invoiced separately.
Note: for full truck loads, unloading with hydraulic tail-lift is not provided unless specifically agreed in writing.
7. Packaging, pallets and transport documents
Unless otherwise agreed, standard packaging is included; pallets are returnable or subject to a deposit charge according to industry practice. The Customer must ensure that the delivery address and instructions are correct and complete; costs for storage, redeliveries and demurrage are borne by the Customer if due to its causes.
8. Inspections on delivery and claims (B2B)
8.1 The Customer must immediately verify the condition of the packages upon delivery and, in the event of damage, dents, wetness or shortages, raise specific reservations on the carrier’s documents.
8.2 Any apparent defects must be reported in writing within 3 (three) days of delivery; hidden defects within 8 (eight) days of discovery, and in any case no later than 12 (twelve) months from delivery, unless a different term has been agreed.
8.3 The claim must indicate the document number, batch, description of the defect and photographic evidence. Generic or late claims will not be considered.
9. Warranty and remedies
9.1 Where defects are attributable to the Seller, the latter shall, at its own discretion, repair, replace the defective product, or refund the price paid for the non-conforming item.
9.2 Defects due to improper use, non-compliant storage, tampering or use contrary to the Seller’s technical data sheets and instructions are excluded from the warranty.
9.3 The warranty does not cover costs of plant downtime, installation/dismantling not agreed upon, loss of profit or indirect damages.
10. Limitation of liability
The Seller shall be liable exclusively for direct and foreseeable damages arising from its own breach, up to a maximum amount equal to the price of the order to which the damage refers. Loss of profit, indirect or consequential damages are excluded. No limitation applies in cases of wilful misconduct or gross negligence of the Seller, nor for mandatory rights under the law.
11. Returns and RMA procedure
Any return requires written authorisation (RMA) from the Seller. Products must be returned in their original packaging, intact and complete. Unless otherwise agreed, returns are carriage-paid to the address indicated by the Seller. Goods returned without RMA may be refused.
12. Retention of title
Ownership of the goods remains with the Seller until full payment of the price (Articles 1523 et seq. of the Italian Civil Code). Until then, the Customer shall keep the goods with due diligence and shall not transfer them, grant security over them, or transform them without the Seller’s written consent.
13. Force majeure
Force majeure events (by way of example: natural disasters, wars, riots, acts of authority, epidemics/pandemics, fires, floods, disruptions of logistics chains, unavailability of raw materials, general strikes) suspend obligations for the duration of the impediment, without liability of the Seller.
14. Regulatory compliance and safety
The Customer undertakes to use, store and/or resell the products in compliance with applicable regulations and with the technical data sheets / safety data sheets provided or available on request.
15. Personal data protection
The processing of personal data is carried out in accordance with the Privacy Policy published on the Seller’s website, which the Customer declares to have read.
16. Assignment of the contract and subcontracting
The Customer may not assign the contract or any rights/obligations without the prior written consent of the Seller. The Seller may use third parties or subcontractors for the performance of the services.
17. Severability clause
The invalidity or ineffectiveness of any clause shall not affect the validity of the remaining ones. The parties shall replace the invalid clause with another valid clause which reflects, as far as possible, its economic purpose.
18. Applicable law and jurisdiction
The GTCS and the sales contracts are governed by Italian law. The courts of Lecce, Italy, shall have exclusive jurisdiction over any dispute.
19. Amendments to the GTCS
The Seller may update the GTCS; the applicable version is the one published as at the date of the order. Any updates shall be indicated by the date of “Last updated”.
Contacts
Administration and payments: info@arber-horticulture.com
Orders and logistics: info@arber-horticulture.com
Technical assistance / safety data sheets: info@arber-horticulture.com
Certified e-mail (PEC): sudest@pec.sudest.it
In the event of any discrepancy between this English translation and the original Italian version, the Italian version shall prevail.