Terms and Conditions

1. General terms and conditions of the transport contract

Art. 1. Compliance with laws and regulations

1.1. Save for individual contracts, transport contracts shall be entered into with Dissegna as a registered Carrier registered with the Albo Autotrasportatori (Italian Register of Road Hauliers) on the basis of the following general terms conditions and in compliance with the provisions of Italian Legislative Decree 286/05, as amended and in accordance with the road traffic safety regulations set forth in Articles 61 (gauge limit), 62 (mass limit), 142 (speed limit), 164 (load arrangement), 167 (transport of goods on vehicles and trailers) and 174 (driving time) of the Highway Code (Italian Legislative Decree 285/92).

1.2. The Client agrees to give Dissegna instructions that allow for compliance with such laws and regulations, both with regard to the quantities of goods loaded on each individual vehicle and with regard to delivery times.

1.3. In the event of force majeure (freight control, inspections, administrative, customs and tax audits) or interruption of transport due to unforeseeable circumstances or force majeure, Dissegna is authorized to have the goods stored at the Client’s expense. In any case, Dissegna is entitled to reimbursement of the expenses incurred.

Art. 2 – Identification of transported goods

2.1. The quantity and quality of goods to be transported shall be specified in individual transport orders.

Dissegna undertakes to transport the quantities of goods in respect of which the Client shall from time to time send, with adequate advance notice, a request for transportation.

Art. 3. Place of delivery and redelivery of the goods

3.1. The Client undertakes to notify Dissegna in writing of the confirmation of the request for transportation for each individual order, as well as, to indicate precisely, in accordance with Article 1683 of the Italian Civil Code: place of loading, place of destination of the goods, consignee identification data, nature, weight, quantity and number of goods to be transported, type and any special transport requirements.

Art. 4. Price

4.1. In return for the performance of each of the transport services referred to in the foregoing articles, the Client shall pay Dissegna the consideration plus statutory incidental charges; the consideration shall be agreed upon from time to time through an offer sent by Dissegna and acceptance, including tacit acceptance thereof by the Client, such acceptance being made explicit by the Client by commissioning the transport to Dissegna (unless specific rates are agreed upon between the parties);

4.2. Payment shall be made within 30 days from issuance of the invoice unless other terms have been agreed upon.

As of the 31st day following issuance of the invoice, the Client shall be liable to pay, pursuant to Legislative Decree 231/2002 as amended by Legislative Decree 192/2012, default interest to the extent provided by law, in addition to damages and recovery costs.

4.3. Dissegna has a right of retention on the goods transported as security for its receivables.

Art. 5. Use of sub-contracted carriers.

5.1. If Dissegna has to rely on sub-contracted carriers for the performance of its assignment, then Dissegna shall assume the burdens and liability of the principal as regards verification that the sub-contracted carrier is compliant with all laws and regulations and Dissegna shall be directly liable pursuant to Article 83-bis (4-ter) of Italian Decree-Law No. 11 of June 25, 2008, converted with amendments by Law No. 113 of August 6, 2008, as amended.

Art. 6. Carrier’s liability.

6.1. In the event of loss or damage of the goods, Dissegna shall not be entitled to assert any limitation of liability if the loss or damage has been caused by willful misconduct or gross negligence of Dissegna or its employees and agents, or of any other person Dissegna has used to perform the transport, including any sub-contracted carriers.

Dissegna shall not be liable for unforeseeable circumstances or force majeure or where the loss results from inaccurate or reticent information of the sender and/or the inherent characteristics of the goods entrusted to Dissegna for transportation.

6.2. Dissegna’s liability as Carrier shall be governed as follows:

A – Land transport

Domestic transport: if the transport is to be carried out within the national territory, Dissegna’s liability, whether contractual or non-contractual, for loss or damage to the freight shall be limited to the sum of Euro 1.00 per kilogram of lost or damaged goods.

International transport: in the case of road haulage, if the place of taking charge of the goods and the contractually agreed place of delivery are in two different countries, at least one of which is a party to the 1956 Geneva Convention (CMR), Dissegna’s liability shall be governed by that convention. Dissegna’s liability for loss or damage to the freight, whether contractual or non-contractual, shall not exceed the sum of SDR 8.33 per kilogram of lost or damaged goods.

B – Air transport

Domestic transport: if air transport is to be performed within the national territory, and in any case where the Warsaw Convention does not apply, Dissegna’s liability shall be governed by the Italian Navigation Code and may not in any case exceed the sum of Euro 15 per kilogram of loaded freight.

International transport: in the case of international air transport, Dissegna’s liability shall be governed by the 1929 Warsaw Convention. Dissegna’s liability- whether contractual or non-contractual – for loss or damage to the freight shall therefore not exceed the sum of SDR 17 per kilogram of lost or damaged goods.

C – Maritime transport

Domestic transport: if the transport by sea is to be performed within the national territory, Dissegna’s liability shall be governed by the Italian Navigation Code. Compensation due, for whatever reason, whether contractual or non-contractual, by Dissegna for losses or damage to the freight shall not exceed the sum of Euro 100 per package.

International transport: in the case of international maritime transport, Dissegna’s liability shall be governed by the 1924 Brussels Convention. Dissegna’s liability- whether contractual or non-contractual – for loss or damage to the freight may not exceed the sum of SDR 666.67 per lost or damaged package or unit or SDR 2 per kilogram of lost or damaged goods.

D – Rail transport

Domestic transport: if the rail transport is to be performed within the national territory, Dissegna’s liability shall be governed by Italian Presidential Decree No. 98 of April 10, 1961 as amended. The compensation due by Dissegna, whether in contract or for non-contractual liability, shall not exceed the sum of Euro 7.5 per kilogram of damaged or missing net weight of goods. International Transport: in the case of international rail transport, Dissegna’s liability shall be governed by the 1980 Berne Convention. The liability in question – whether contractual or non-contractual

– for loss or damage to the freight shall not exceed the sum SDR 17 per kilogram of lost or damaged goods.

E – Multimodal or mixed transport

If transport is performed using different means of transportation, Dissegna’s liability shall be governed by the terms of FIATA, Multimodal Transport Bill of Lading.

Dissegna’s liability- whether contractual or non-contractual – for loss or damage to the freight may not exceed the sum of SDR 666.67 per lost or damaged package or unit or SDR 2 per gross kilogram of lost or damaged goods.

If a container, pallet or similar means of transport has been loaded with more than one package or more than one unit of cargo, the packages or other units of cargo expressly declared in the transport document shall be considered as individually loaded in such means of transport.

Art. 7. Dissegna’s obligations in respect of drivers’ work

7.1. With regard to the work performed by its drivers, Dissegna declares that it complies with collective and individual labour agreements, social security and welfare regulations, and with the regulations on transport performed on behalf of third parties.

7.2. Dissegna agrees to perform the transport services commissioned to it by using only qualified personnel in compliance with current industry laws.

1. General Terms and Conditions of Storage & Logistics Services

Art. 8- Obligations and liability of Dissegna in its capacity as logistics operator.

8.1. In accepting the assignment, Dissegna agrees:

1. to carry out its activities in a diligent and professional manner;
2. to have in place adequate insurance coverage for its third-party liability inherent in the transport service commissioned to it as well as for operational personnel;
3. to arrange the premises so that the storage areas for products of different types remain separate, and especially that hazardous products remain separate from other products;
4. to arrange the premises, means, tools, facilities, equipment and resources necessary to ensure that the assigned services are carried out in accordance with the agreements in place between the parties and that, at each stage of the logistics-distribution cycle:
5. the best and most appropriate technologies are used in relation to the type of activity to be carried out and the type of goods to be handled;
6. appropriate organizational systems and procedures are used for an optimal organization of the service;
7. certified quality standards are applied;
8. suitable documents are issued to meet the Client’s needs in accordance with the type of products;
9. to ensure the training and information of workers, both with regard to operational procedures and for the purpose of fulfilling the obligations under Legislative Decree 81/2008, as amended;
10. to pay workers the wages and contributions due by law, and to pay the statutory withholding taxes on employees’ wages and VAT on invoices pertaining to the services rendered under the contract, and to pay social security and insurance contributions due by law to the relevant bodies.

8.2. In particular, as regards the transport of organic products, Dissegna undertakes to:

1. act in accordance with EC Regulation 834/2007, as amended;
2. train and inform its employees on laws and regulations in the field of organic products;
3. store and handle packaged organic products separately from ordinary products and to apply all necessary precautions to avoid contamination;
4. ensure the immediate identification of organic products within warehouses;
5. carry out all cleaning, disinfection, disinfestation of warehouses in accordance with Reg. 834/2004 and the HACCP Manual, keeping the relevant documentation;
6. comply with the control instruction set out in the Client’s HACCP plan, for which Dissegna has received and shall receive information from the Consignor;
7. allow access to the warehouse and verification of the biological products whenever necessary not only to the Client’s agents, but also to inspectors of the Certifying Body and to the representatives of testing laboratories, etc.

Art. 9. Handling of the goods.

9.1. The handling of goods within the warehouse is the sole responsibility of Dissegna or its contractors. Dissegna is free to adopt the solutions it considers most appropriate for the storage, handling and management of information in full compliance with its commitments to the Client.

9.2. All operations shall be carried out inside indoor warehouses equipped with fire and burglar alarm system.

Art. 10. Hazardous products

10.1. The Client shall provide Dissegna with all information useful for the proper storage and custody of the products delivered to Dissegna, stating in any case that it shall not deliver hazardous, valuable or radioactive products or products intended for terrorist activities, or waste of any kind.

10.2. Dissegna shall not be liable for unforeseeable circumstances or force majeure or where the loss results from inaccurate or reticent information given by the Client or the inherent characteristics of the goods entrusted to Dissegna.

Art. 11.  Fulfilling the orders.

Dissegna shall fulfil the Client’s orders for the products in storage in such a way as to meet the various supply requirements. If it determines that the ordered products are partially or totally unavailable, Dissegna shall still partially fulfill the order and shall immediately inform the Client.

Art. 12. Inventory.

Dissegna agrees to make and send to the Client, at such intervals as shall be agreed upon between the parties, the results of the physical inventories of the packages stored in the warehouse.

Any differences between the physical and accounting inventory must be documented.

Art.13. Payment Terms.

13.1. Dissegna shall issue its invoices monthly. The payment shall be made 30 (thirty) days from the date of the invoice unless other terms have been agreed upon.

13.2. As of the 31st day following issuance of the invoice, the Client shall be liable to pay, pursuant to Legislative Decree 231/2002 as amended by Legislative Decree 192/2012, default interest to the extent provided by law, in addition to damages and recovery costs.

13.3. In the event of disputes, the invoice must be immediately returned to the company’s offices along with the relevant objections.

13.4. Dissegna may exercise the right of retention on the goods held in the warehouse.

Art.14. Depositary’s liability

14.1. Dissegna shall be responsible for the proper fulfillment of the obligations undertaken and, in particular, for the loss, and/or damage of the goods entrusted to it for the performance of the service, from the unloading of the products from the vehicles until their delivery to the carrier.

14.2. Dissegna shall be liable for the loss or theft of products due to its negligence or willful misconduct at the value of those products as shown on the purchase invoice.

14.3. All anomalies noted by Dissegna upon unloading must be pointed out to the carrier with acceptance of the goods subject to reservation, and promptly notified to the Client.

14.4. However, Dissegna shall not be liable for facts not attributable to it, for shortcomings/damage not apparent upon unloading, or for force majeure.

14.5. Dissegna shall be solely liable for the payment of its workers’ wages and for the social security and pension contributions provided for by law. By virtue of the joint and several liability between Principal and Contractor in outsourcing contracts in respect of amounts due to workers by way of wages and contributions, Dissegna agrees to indemnify and hold harmless the Client – Principal for any amount the latter has to pay under this joint and several obligation, as well as to indemnify and hold harmless the Client – Principal for any amount the latter may be required to pay pursuant to Article 35(28) of Decree Law 4/07/2006, as replaced by Article 2(5-bis) of Decree Law 16/2012, added upon conversion by Law no. 44 of 26/03/2012, by way of withholding taxes on employee income and VAT on invoices issued for the services performed under the contract, as well as any for other sum by way of compensation or statutory fines.

Art. 15. Insurance.

Dissegna has taken out and undertakes to maintain an insurance coverage with a major insurance company for the risks of theft and fire of the goods entrusted to it, as well as for third party liability, the costs of which shall be partially charged to the Client.

GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL SERVICES

Art. 16 – Applicable Law And Jurisdiction

16.1. For all matters not expressly governed by this contract, the Italian law shall apply.

16.2. Each Party shall be responsible for its own costs and expenses inherent in the preparation and execution of this Mandate and its annexes, and for its costs for legal, tax and general business advisors.

16.3. For all disputes arising in connection with the interpretation and execution of this contract, the Court of Vicenza shall have exclusive jurisdiction.

Art. 17 – Compliance Clause with Legislative Decree 231/2001

17.1. The Parties declare that they have read and are familiar with the contents of their (respective) “Organization, Management and Control Models pursuant to Legislative Decree no. 231/2001” (hereinafter ‘Model(s)’) (if the Client had not adopted a Model, compliance with the model adopted by F.lli Dissegna Srl shall apply only).

17.2. The Parties undertake to comply with the rules, procedures and principles contained in the Model(s), insofar as they are applicable to them, and to promptly inform their respective Supervisory Boards of any act, deed or conduct of which they become aware in the performance of their assigned tasks, which may constitute a criminal offense under Legislative Decree No. 231/2001 and which may result in the company’s administrative liability.

17.3. The Parties agree that an infringement of Legislative Decree No. 231/2001 constitutes to all intents and purposes a serious breach and just cause for termination of this agreement.

Art. 18 – Consent to the processing of personal data

18.1. Pursuant to Art.13 of EU Reg. 2016/679, Dissegna informs the Client that the Client’s personal data shall be processed in compliance with the aforementioned legislation for administrative, management, commercial, promotional purposes and to ensure the proper performance of the services under this Contract. The data shall be processed primarily using electronic and IT means and shall be stored on both computer and paper media and on any other type of suitable media, in compliance with the appropriate security measures taken in accordance with the aforementioned regulation. Providing such data is mandatory and providing incomplete or inaccurate data may result in failure to perform or partial performance of the relationship governed by this Contract.