GENERAL CONDITION OF SALE & WARRANTY

GENERAL TERMS AND CONDITIONS OF SALE

Art. 1 – Scope of Application
These General Terms and Conditions govern all supply relationships between the parties. Even where any deviations are agreed upon in writing, these conditions will continue to apply to those parts not expressly derogated. Any general purchase conditions prepared by the Buyer will not apply unless expressly accepted in writing by the Seller and, in any event, will not invalidate the effectiveness of these General Terms and Conditions, which must be coordinated with them.

Art. 2 – Formation and Conclusion of the Contract
Acceptance by the Buyer of the offer, or the commencement of any activity by ItalianRp s.r.l. following the signing of the purchase order, entails the application of these General Terms and Conditions of Sale. Orders signed by the Buyer and delivered/transmitted to Italianrp s.r.l. constitute an irrevocable purchase proposal by the Buyer. The contract is deemed concluded upon written confirmation by Italianrp s.r.l. of the order signed by the Buyer, or once the activities subsequent to fulfilling said order have begun. Offers made by agents, representatives, and/or commercial auxiliaries of the Seller are not binding for ItalianRp s.r.l. until confirmed by the company, including through tacit confirmation.

Art. 3 – Technical Data and Documents Related to the Supply
Weights, dimensions, prices, performance data, colors, and other product-related information indicated in catalogs, price lists, circulars, and/or other illustrative documents prepared and/or provided by ItalianRp s.r.l., as well as the characteristics of any samples, are merely indicative and are not binding in nature, except where the same are indicated as such in the purchase order. Italianrp s.r.l. reserves the right to modify at any time the constructive details of its products in order to improve their performance, subject to prior communication to the Buyer if such changes are substantial (e.g., changes affecting installation methods, the interchangeability of products, etc.). It is understood that sales offers do not in any case include the provision of manuals, any training courses, commissioning assistance, or other similar services, unless expressly included in the offer.

Art. 4 – Prices – Payments
Product prices refer to the price list in effect at the time of the Buyer’s acceptance of the sales offer or at the time Italianrp s.r.l. issues the order confirmation. Italianrp s.r.l. reserves the right to change the current price list at any time, upon written notification to the Buyer, in the event of increases in the cost of raw materials, labor, or any other factor that leads to a significant rise in production costs. Product prices are always deemed EX WORKS (thus excluding transport costs), unless otherwise agreed in writing between the parties. Payments must be made in accordance with the relevant provisions contained in the sales offer or in the order confirmation. Payments and any other sums due to Italianrp s.r.l., on any grounds, must be made directly at its registered office. Any payments made to agents, representatives, or commercial auxiliaries of Italianrp s.r.l. are not recognized and therefore do not discharge the Buyer from its obligation until the relevant sums are actually received by the company. Unless otherwise agreed, payments will be made in Euros. Prices expressed in currencies other than the Euro may vary according to fluctuations in the relevant exchange rate.

Any delay and/or irregularity in payments grants Italianrp s.r.l. the right to:
a) Suspend current supplies, even if not related to the payment in question;
b) Change the payment and discount methods for subsequent supplies, including requesting advance payment or issuing additional guarantees;
c) Request, from the date of the expected payment deadline and without the need for any formal notice, late payment interest on the sum still due, at the rate provided by the laws currently in force for commercial transactions (in particular Italian Legislative Decree no. 231/2002, and subsequent amendments), without prejudice in any case to Italianrp s.r.l.’s right to claim compensation for any additional damage suffered.

Furthermore, in such cases, any sum due to Italianrp s.r.l., for any reason, becomes immediately payable. The Buyer is required to pay the full amount for the products even if there are objections, complaints, or disputes, which will be settled only after payment of the amount due. The Buyer hereby expressly waives in advance the right to claim set-off with any credits, however arising, against Italianrp s.r.l.

Art. 5 – Retention of Title
The delivered products remain the property of Italianrp s.r.l. until full payment of the agreed price. Therefore, until the debt has been fully settled, the Buyer may not sell or transfer the products. Acceptance of payment instruments (bills, drafts, etc.) by Italianrp s.r.l. for the balance of the supply is considered pro solvendo (i.e., subject to final collection). Any renewal of said instruments does not constitute novation of the retention of title. In the event of total or partial non-payment of the agreed price, the Buyer hereby recognizes the indisputable and unchallengeable right of Italianrp s.r.l. to repossess the product sold under retention of title, without the need for a judicial ruling; in such case, any deposits already paid will be retained by the Seller as indemnity and/or, in any case, as a down payment on any greater damage.

Art. 6 – Delivery
Unless otherwise agreed, the supply of Products is deemed EX WORKS and therefore the risks associated with the supply pass to the Buyer at the moment the products are delivered to the carrier. Delivery dates are purely indicative and are counted in working days; accordingly, Italianrp s.r.l. shall not be liable for any damage resulting from early or late, total or partial delivery. If the Buyer is behind in payments for other supplies, the commencement of the delivery period shall be suspended and Italianrp s.r.l. may delay deliveries until the Buyer has paid the sums due. If, for reasons not attributable to Italianrp s.r.l., the Buyer or its designated carrier fails to take delivery of the products, Italianrp s.r.l., having notified the Buyer, may store the products, charging the Buyer for all related costs incurred.

Art. 7 – Justifiable Delays
Italianrp s.r.l. shall not be responsible for failing to timely fulfill its contractual obligations to the extent that such nonperformance arises, directly or indirectly, from:
a) Causes not attributable to it and/or force majeure events;
b) Actions (or omissions) of the Buyer, including failure to provide the information and approvals necessary for Italianrp s.r.l. to proceed with its work and thus supply the products;
c) Failure by the Buyer to meet payment deadlines;
d) Inability to obtain materials, components, or services needed to perform the work and supply the products.

Should any of the aforementioned circumstances occur, Italianrp s.r.l. will notify the Buyer, together with an estimate of the possible delay and the new delivery date. If Italianrp s.r.l.’s delay is caused by actions or omissions of the Buyer, and/or by specific work of other contractors and/or suppliers of the Buyer, Italianrp s.r.l. will also be entitled to an equitable adjustment of the price.

Art. 8 – Penalty
In the event of cancellation—whether total or partial—of this purchase order, or the refusal to accept the goods for any reason, the Buyer shall pay the Seller a penalty equal to one-third of the agreed price for the product’s purchase, excluding any trade-ins, without prejudice to the right to claim further damages. The aforementioned penalty is due regardless of proof of damage. Under no circumstances will cancellation be accepted after the product has been delivered to the Buyer.

Art. 9 – Technical Standards and Liability
Italianrp s.r.l. products comply with legislation and technical standards in force in Italy. Consequently, the Buyer assumes the responsibility to verify any differences between Italian standards and those of the product’s destination country, holding Italianrp s.r.l. harmless. Italianrp s.r.l. warrants the performance of the products sold only and exclusively in relation to the uses, purposes, applications, tolerances, etc. expressly indicated by the company.

Art. 10 – Patents
Italianrp s.r.l. agrees to indemnify and hold harmless the Buyer from any liability arising from any legitimate claims by third parties regarding potential counterfeiting or infringement of industrial property rights in relation to products provided by Italianrp s.r.l. In the event of claims by third parties, the Buyer must promptly notify Italianrp s.r.l. and provide all information and assistance useful for contesting such claims. The above does not apply to products manufactured according to the Buyer’s project, drawings, instructions, and/or technical specifications, for which Italianrp s.r.l. assumes no liability for any infringement of third-party industrial property rights, and for which the Buyer shall be solely responsible.

Art. 11 – Warranty
Given the nature of the applications of our products, they are sold without any implied warranty or for any specific application. Under no circumstances shall Italianrp be held liable for direct or indirect damages, loss of profits or equipment, loss of purchases, or replacement of goods or equipment, resulting from the sale or installation of our products. The only obligation that Italianrp undertakes is to replace goods if they are defective in workmanship or materials following an inspection carried out by our company. This limited warranty extends only to the original purchaser of our products and not to third parties and covers only replacement of the product itself.

Art. 12 – Damages
Italianrp s.r.l.’s liability, whether arising from the performance or non-performance of the contract, from warranty, from tort, or from strict liability, shall in no event exceed the value of the product to which such liability relates. In no case shall Italianrp s.r.l. be liable for lost profits or loss of earnings, for the lack of use or technical downtime of the product or of any associated machinery, or for claims by the Buyer and/or third parties pertaining to such damages, or for any other indirect and/or consequential damages, not even if this occurs during the product warranty period or throughout the time needed to carry out any necessary repairs.

Art. 13 – Confidentiality
The Buyer agrees (i) to treat as confidential the information/data/drawings/know-how/documentation received and/or learned from Italianrp s.r.l.; (ii) to limit the use of such confidential information/documents and related access exclusively for purposes related to performing the contract. Confidential information/documents may not be reproduced without prior written consent from Italianrp s.r.l., and all copies must be immediately returned at the request of Italianrp s.r.l. The above provisions do not apply to information that (i) is or becomes public, not as a result of disclosure by the Buyer, its employees, or collaborators; (ii) was already in the possession of the Buyer prior to receipt from Italianrp s.r.l.; (iii) was disclosed by sources not bound by the restrictions to which the Buyer is subject regarding its use; or (iv) may be disclosed to third parties under written authorization from Italianrp s.r.l.

Art. 14 – Miscellaneous
Any assignment by the Buyer of rights or obligations arising from the contract without the prior written consent of Italianrp s.r.l. shall be deemed null and void. Italianrp s.r.l. shall have the right to assign, at any time, to third parties the receivables arising from the contract, after notifying the Buyer. The total or partial invalidity of one or more clauses of these General Terms and Conditions shall not affect the validity of the remaining clauses. Any amendment to these conditions must be in writing. Therefore, any waiver of violations of these General Terms and Conditions cannot be interpreted in any way as a waiver to exercise the rights and/or options connected or resulting from them.

Art. 15 – Registration
Any registration costs of this document, or of future “addenda” to it, as well as any costs arising from or related to it, shall be borne exclusively by the Buyer.

Art. 16 – Applicable Law and Jurisdiction
These General Terms and Conditions and the related supply contracts shall be governed by Italian law. For any dispute relating to or in any event connected with the contracts to which these General Terms and Conditions apply, exclusive jurisdiction lies with the Court of Catanzaro (Italy). Notwithstanding the above, however, Italianrp s.r.l. reserves the right to take action in the Buyer’s court of jurisdiction.