1. Governing Law

These terms of sale are governed exclusively by Italian law.

2. Negotiation and Formation of the Contract

This purchase order serves as a contractual proposal (the so-called "order proposal"). Such an order, even if received by the Seller's agents and/or employees, is not binding on the Seller until they have accepted it in writing, including via email. Upon receipt of acceptance that conforms to the order proposal, the buyer is required to pay the earnest money (caparra confirmatoria) as a condition for the perfection of the contract. The contract is considered concluded upon the payment of the earnest money. Any subsequent amendments to the concluded contract must be agreed upon between the Parties in writing, including via email. If the order proposal is not accepted within 30 days, it shall be deemed to have expired.

3. Product Characteristics

By placing the purchase order, the Buyer acknowledges that they have carefully examined the technical, functional, and aesthetic characteristics of the ordered products and deems them suitable and to their satisfaction, excluding any right of withdrawal (ripensamento); the Buyer further undertakes not to make any modifications to the product.

4. Prices

The prices of the goods are indicated in the order confirmation or in the company price list, are expressed in Euros, exclusive of VAT, and include packaging suitable for shipment. Shipping costs, unless otherwise indicated, shall be borne by the Buyer. In any case, the prices do not include customs duties, tariffs, export taxes, or similar charges.

5. Payments

Payment for the price of the products must be made to the bank account indicated by the Supplier and within the terms specified in the order confirmation. In the event of late payment, the Buyer shall be charged default interest at the current rate provided for by Legislative Decree 231/2002, without the need for a specific formal notice of default. The Supplier shall have the right to cancel or suspend pending orders, for the unexecuted portion, if the buyer is not up to date with payments, or due to the lack and/or diminished guarantee of the latter's solvency, without incurring any penalty and with the express waiver by the Buyer of any potential damages.

6. Transport and Delivery

The supply of goods is understood as Ex Works; in any case, the risks related to the supply pass to the Buyer from the moment of collection at the Seller's facility. Delivery deadlines are always indicative, for the benefit of the Supplier, and are not essential for the Buyer. In the event of a delivery delay exceeding 15 working days from the agreed date, the Buyer shall have the right to cancel the contract for the portion remaining unexecuted, provided they have granted the Supplier a further written extension of 10 working days and this has not been met. In any event, any liability of the Supplier for direct and indirect damages due to early, delayed, or failed delivery, whether total or partial, of the items is excluded. The Buyer is always required to take delivery of the goods, even in the case of partial deliveries, and even when the goods are delivered before or after the agreed date. Should the Buyer fail to take delivery of the goods, they shall bear all storage and safekeeping costs and shall be liable for the full payment of the relative fees. Furthermore, the Buyer shall be liable for the payment, for each week of storage after the first 10 days, of an amount equal to 5% of the total value of the non-delivered/uncollected goods, in addition to any costs charged by the carrier, to cover storage and administrative expenses.

7. Claims regarding the Supply

Any defects in the delivered products must be reported to the Supplier in writing within eight days of delivery. Any discrepancies in the quantity of goods delivered compared to the order shall not entitle the Buyer to terminate the contract or suspend payments, but only to the completion of the supply with the missing goods. The return of goods must in any case be authorized by the Supplier. In such a case, following inspection of the disputed goods upon arrival at its premises, the Supplier may replace the defective goods or declare the contract terminated in writing, offering a refund of the price paid for the defective goods. The Buyer forfeits the right to a warranty if they are not up to date with payments. No dispute or claim entitles the Buyer to suspend the agreed payments.

8. Confidentiality

The Buyer undertakes to keep confidential and not to disclose to third parties—unless strictly necessary for the legitimate use of the purchased goods—for the entire duration of the relationship and for three additional years from the delivery of the final supply of each product, any commercial information relating to the purchased products or this supply (price, payment terms, etc.).

9. Industrial and Intellectual Property

The Buyer expressly acknowledges that the items purchased are the result of the Supplier's inventive activity; that the purchase of the products and their use, direct or indirect, shall not give rise to the transfer to the Buyer of any industrial or intellectual property rights over the sold products, or exploitation rights, which shall remain with the Supplier; that, also pursuant to and for the purposes of Art. 623, paragraph II of the Italian Criminal Code, every item of technical and commercial information, directly or indirectly attributable to the works of genius and/or design and/or patents pertaining to the items subject to this contract, constitutes absolute industrial and commercial secrecy, also from the perspective of proprietary rights, such that even partial disclosure shall result in civil and criminal liability.

10. Competent Court

The Court of Trani shall have exclusive jurisdiction for any dispute arising from the contract.

11. Information on Personal Data Protection

Pursuant to and for the purposes of Regulation (EU) 2016/679 and Legislative Decree no. 196/2003, as subsequently amended by Legislative Decree 101/2018 which implemented the GDPR (General Data Protection Regulation), the Parties mutually provide consent to the processing of their respective personal data, within the limits necessary for the execution of this supply and for the fulfillment of related legal obligations, acknowledging that they have been adequately informed about the purposes, methods, and scope of such processing.