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P.A.T.I. S.p.A. general conditions of supply

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1. Purchase orders and acceptance
1.1. The purchase order is deemed to be binding for the Supplier only after the Buyer has expressly accepted the order confirmation sent by the Supplier by signing and returning it. Supply is also subject to the acceptance of the following conditions of supply.

2. Prices
2.1. Prices are detailed on the order confirmation and, unless alternative conditions have been agreed, all additional expenses (further or complementary services, VAT, duties, taxes and in general all expenses relating to the sale) are to be paid by the Buyer.

3. Product specifications
3.1. Information regarding the products and their uses, particularly information pertaining to specifications, quality and lifespan (contained in documents, catalogues, illustrations and brochures given out by the Supplier or its agents/distributors), will be binding only if expressly repeated in the conditions of sale issued for a specific sale.

4. Delivery
4.1. The delivery terms are to be considered not fundamental and therefore not binding for the Supplier, unless otherwise specified. Any variation requested in the production stages releases the Supplier from any obligation to respect the terms initially agreed.
4.2. In the case of force majeure, beyond the control of the Supplier, for example, but not exclusively, strikes (of any nature), natural events or calamities, lack or scarcity of raw materials, interruptions in the supply of utility services such as electric energy, water, gas, telecommunications, breakdowns in the Supplier’s production plant or any other unforeseeable impediment which temporarily make the delivery impossible or too difficult, the deadline for delivery will be extended by the period of time in which these impediments had effect. In this case the Supplier, once aware of the impediment, shall inform the Buyer of the situation within a reasonable amount of time and, should it not be implicit in the nature of the impediment, of its probable effects on the delivery schedule.
4.3. The Supplier will in no case be liable to pay any compensation for any direct or indirect damages caused by the delay in delivery.
4.4. Delivery terms are stated always ex-works. The goods are transported entirely at the risk of the Buyer, including the case that the goods are sold, through some alternative agreement, with transport costs included and/or are transported by a carrier chosen by the Supplier. It is the responsibility of the Buyer to complain to the carrier in the case of damage or delays, and to inform the Supplier about problem. Should damage be caused during transport, the goods must be kept in their original packaging until the relative inspections are carried out.
4.5. If the Buyer fails to collect the goods within 30 calendar days of notice of “goods ready”, the Supplier will in any case issue the relative invoice and bill the Buyer with any costs arising from the delay in collection. In any case, the Supplier will not be liable for goods not collected in due time.

5. Conformity of goods
5.1. The goods should be checked on arrival for conformity to the order. Any differences in the quantity or type of goods supplied must, in all cases, be communicated in writing, for example via fax, within 8 calendar days of receipt, giving all necessary details for immediate checking (order reference, production code, transport documents and invoice). After 8 calendar days from the date of receipt, the goods will be considered accepted to all effects.
5.2. Should the goods not conform to the order, the Supplier shall be responsible for substituting them free of charge. Should the goods, despite not fully conforming to the order, be however useable by the Buyer, the Supplier shall allow a suitable reduction of the price.

6. Warranty
6.1. Claims arising from any faults or defects not identifiable by careful checking the goods on receipt, should be made within 8 calendar days of their discovery.
6.2. The Supplier’s warranty covers the minimum lifespan of its products, which may vary according to the type of product and to the operating environment as indicated by the Supplier. The warranty does not extend to faults caused by failure to follow the instructions given by the Supplier (in particular warnings regarding installation, use and maintenance, inappropriate or abnormal use of the products, chemical contamination, environmental conditions in which products are stored and used, atmospheric conditions, for example, but not exclusively, snow drifts, hailstones, storms etc., tampering or modifications not carried out by the Supplier and effects caused by force majeure). The warranty similarly does not apply if the Buyer fails to respect payment obligations.
6.3. After the Supplier has verified the claim within an appropriate period of time, any goods found to be defective will be replaced free of charge, unless otherwise decided due to the objective impossibility of substitution.
6.4. The Supplier declines all responsibility for any damage which may, either directly or indirectly, affect to persons or property as a result of failure to observe any of the given instructions.
6.5. The liabilities of the Supplier arising from this clause are exhaustive and substitute any guarantees and liabilities required by or arising under law. It is therefore agreed that the Supplier will accept no other responsibility or liability (either contractual or non-contractual) for claims advanced as a result of the supply (for example, compensation for damages or loss of earnings) excluding the case of malicious intent or serious fault.
6.6. Furthermore, regarding products with agricultural applications, no guarantee is made concerning crop results, including for example, but not exclusively, ripening times, yield and quality of the crop, inasmuch as these results are influenced by climatic, pedological, phytopathological and environmental conditions in general, as well as by cultivation techniques adopted.

7. Goods returned
7.1. Any return of goods must be authorised beforehand in writing and the goods should be accompanied by a communication by the Buyer which includes reference to the invoice or packing list. The goods will be checked on arrival. It is the responsibility of the Buyer to ensure that faulty goods which have been authorised for return are correctly packaged. Transport for the return of goods shall be paid to the Supplier’s premises and, unless alternative agreements have been made, all expenses for the return of goods shall be born by the Buyer.

8. Payments and interest
8.1. Conditions and terms of payment are indicated in the conditions of sale for the specific supply and detailed on the relative order confirmation and invoice.
8.2. In the case of payment delayed beyond the set deadlines agreed, unless alternative agreements have been reached, penalty interest will be applied automatically and without formal warning. Penalty interest will be calculated according to the rate established by art. 5 of Italian Law Decree n° 231 of October 9th, 2002 including the increases permitted (minimum bid rate set by the European Central Bank plus 7 percent).
8.3. The Supplier, moreover, reserves the right to transfer the credit.
8.4. In cases where the sale of the goods involves payment by instalments, the sale takes the form of a conditional sale agreement with reservation of title until the full price agreed has been paid, including any supplementary duties or taxes, in accordance with art. 1523 of the Italian Civil Code.

9. Suspension or cancellation of orders
9.1. Should one of the conditions of sale established for the supply not be respected, either wholly or in part, or there be proven difficulty in honouring the payment, i.e. should the guarantee of solvency of the Buyer cease to be valid or weaken or there be doubts as to financial resources available to cover the payment, the Supplier reserves the unappealable right to suspend or cancel any orders, including those which have been confirmed.

10. Applicable law
10.1. This contract is governed by Italian law. The parties agree to abide by the legislation in force for all matters not expressly agreed upon.

11. Arbitration
11.1. Any controversy arising from, or relating to this contract will be settled definitively according to the rules of mediation and arbitration of Curia Mercatorum. The place of arbitration shall be Treviso and the Italian language shall be used.
11.2. The parties agree that, in the case of default by the Buyer on payment obligations, the Supplier will in any case retain the right to take the case to Court and to request that a Court order be issued, thus establishing the competent authority in the case of any opposition to the outcome.