GENERAL CONDITIONS OF SALE

1. General
 

1.1 These general conditions are applicable together with the special conditions subscribed by the parties. In case of a contradiction, the special conditions will prevail.
 

1.2 This contract of sales is governed by the United Nations Convention on the International Sale of Goods and, with respect to questions not covered by such Convention, by the laws of Italy.
 

1.3 Any reference made to trade terms (such as EXW, CIP, etc.) is deemed to be made to Incoterms published by the International Chamber of Commerce and current at the date of conclusion of this contract.
 

2. Characteristics of the Products – Modifications
 

2.1 Any information or data relating to technical features and/or specifications of the Products contained in brochures, price lists, catalogues, and similar documents shall be binding only to the extent they are expressly referred to in the Contract.
 

2.2 The Seller may make any change to the Products which, without altering their essential features, appear to be necessary or suitable.

3. Time of Delivery
 

3.1 The delivery of the Standard Products, unless otherwise agreed between the parties, may not take place within 90 days of the date of written acceptance by the Seller of the Order sent by the Buyer.
 

With regard to “Capital Equipment / Custom Products” that require the Buyer to approve the drawings, delivery of the same may not take place before 120 days from the date of approval of the drawings by the Buyer, to be sent in writing by e-mail.
 

If the Seller expects that they will be unable to deliver the Products at the date agreed for delivery, they must inform the Buyer within the shortest delay, in writing, of such occurrence, stating, as far as possible, the estimated date of delivery.
 

3.2 Any delay caused by force majeure (as defined in art. 9) or by acts or omissions of the Buyer (e.g., the lack of indications necessary for the supply of the Products), shall not be considered a delay for which the Seller is responsible.
 

3.3 In case of delay in delivery for which the Seller is responsible, the Buyer may request, after having summoned in writing the Seller by registered letter with return receipt or certified e-mail, compensation for the damages actually suffered, within the maximum amount of 2.5% of the price of the Products the delivery of which has been delayed.
 

3.4 Except in case of fraud or serious negligence, the payment of the amounts indicated in art. 3.3 excludes any further compensation for damages arising out of non-delivery or delayed delivery of the Products.
 

3.5 Buyer shall be responsible to pay the Seller a storage charge if the Buyer delays withdrawal of product more than 30 days from the date of delivery referred to in art. 3.1 above. The Seller has no obligation to verify that the job site conditions of the Buyer will support the delivery and installation of products without building changes.
 

4. Delivery and Shipment – Complaints
 

4.1 Except as otherwise agreed, the delivery of the Goods will be Ex Works, at the address indicated in each individual order, even if it is agreed that the Seller will take care, in whole or in part, of the shipment.

4.2 In any case, whatever the delivery term agreed between the parties, the risks will pass to the Buyer, at the latest, on delivery of the goods to the first carrier.
 

4.3 Any complaints relating to packing, quantity, number, or exterior features of the Products (apparent defects) must be notified to the Seller, by registered letter with return receipt or certified e-mail, within 7 days from receipt of the Products; failing such notification, the Purchaser’s right to claim the above defects will be forfeited.
 

Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the Seller, by registered letter with return receipt or certified e-mail, within 7 days from discovery of the defects and in any case not later than 12 months from delivery; failing such notification, the Purchaser’s right to claim the above defects will be forfeited.
 

4.4 It is agreed that any complaints or objections do not entitle the Buyer to suspend or delay payment of the Products or any other supplies.

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5. Prices

Unless otherwise agreed, prices are to be considered Ex Works, for Products packed according to the usages of the trade with respect to the agreed transport means. It is agreed that any other cost or charge shall be for the account of the Buyer.

6. Payment Conditions
 

6.1 If the parties have not specified the payment conditions at the time of signing the contract or in the single order, payment must be made as indicated under article

6.2 hereunder.
 

6.2 Payments by the Buyer to the Seller will be made by bank transfer to the current account of PATHTEK S.r.l. according to the following modes:
 

50% of the total price of the order will be paid in advance at the time of acceptance of the order by the Seller;

the remaining 50% will be paid upon notice by the Seller to the Buyer to make the Product available and ready for collection.
 

Payment is deemed to be made when the respective sum is at the Seller’s disposal at its bank in Italy. If it is agreed that payment must be backed by a bank guarantee, the Buyer must put at the Seller’s disposal, at least 30 days before the date of delivery, a first-demand bank guarantee, issued in accordance with the ICC Uniform Rules for Demand Guarantees by a primary Italian bank and payable against a simple declaration by the Seller that they have not received payment within the agreed term.
 

6.3 Unless otherwise agreed, any expenses or bank commissions due with respect to the payment shall be for the Buyer’s account.
 

7. Warranty for Defects
 

7.1 The Seller undertakes to remedy any defects, lack of quality, or non-conformity of the Products for which they are liable, except those defects that may arise due to transportation, improper installation, improper use, or inadequate maintenance of the Products in relation to the instructions provided by the Seller, occurring within twelve months from delivery of the Products, provided such defects have been timely notified in accordance with art. 4.3.
 

The Seller will have the choice between repairing or replacing the Products which have shown to be defective. The Products repaired or replaced under the warranty will be subject to the same guarantee for a period of six months starting from the date of repair or replacement.
 

7.2 The Seller does not warrant that the Products conform to special specifications or technical features or that they are suitable for particular usages except to the extent such characteristics have been expressly agreed upon in the Contract / single order or in documents referred to for that purpose in the Contract.
 

7.3 Except in case of fraud or serious negligence of the Seller, the Seller’s only obligation in case of defects, lack of quality, or non-conformity of the Products will be that of repairing or replacing the defective Products. It is agreed that the above-mentioned guarantee (i.e., the obligation to repair or replace the Products) is in lieu of any other legal guarantee or liability, with the exclusion of any other Seller’s liability (whether contractual or non-contractual) which may arise out of or in relation with the Products supplied (e.g., compensation of damages, loss of profit, recall campaigns, etc.).
 

8. Retention of Title
 

It is agreed that the Products delivered remain the Seller’s property until complete payment is received by the Seller. The reservation of title is extended to the Products sold by the Buyer to third parties and to the price of such sales.
 

9. Force Majeure
 

9.1 Either party shall have the right to suspend performance of their contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond their control, such as strikes, boycotts, lockouts, fires, war (declared or not), civil war, riots, revolutions, requisitions, embargo, energy blackouts, or delay in delivery of components or raw materials.
 

9.2 The party wishing to make use of the present clause must promptly communicate in writing by registered letter with return receipt or certified e-mail to the other party the occurrence and the end of such force majeure circumstances.
 

9.3 Should the suspension due to force majeure last more than 60 days, either party shall have the right to terminate the Contract by a 10-day written notice to the counterpart by registered letter with return receipt or certified e-mail.
 

10. Intellectual Property of the Seller
 

The Buyer expressly acknowledges that trademarks, trade names, or other distinctive signs on the merchandise are the exclusive property of the Seller and cannot be altered, modified, removed, or deleted in any way. The Buyer has the limited right to use trademarks, trade names, or other distinctive signs, as well as any other industrial property right or manufacturing and commercial know-how incorporated into the merchandise and which remains the Seller’s exclusive property, solely for reselling the goods to the public. Any other use of the Seller’s intellectual property by the Buyer, unless expressly granted by the Seller in writing, shall be deemed a breach by the Buyer of the Seller’s exclusive rights and pursued accordingly.
 

11. Seller’s Industrial Property

Documents, drawings, data, and information (both in paper form and on electronic media) delivered to the Buyer remain the exclusive property of the Seller and provide support for a better representation of the product and are indicative of product performance. The Buyer undertakes not to reproduce them in any format, not to divulge them to third parties, and to take appropriate precautions with their staff to guarantee protection.
 

12. Obligation of Secrecy and Non-Disclosure of the Buyer

See “Secrecy and Non-Disclosure Agreement” attached to these General Conditions.
 

13. Jurisdiction / Arbitration

The competent law courts of the place where the Seller has their registered office shall have exclusive jurisdiction in any action arising out of or in connection with this contract. However, as an exception, the Seller is entitled to bring their action before the competent court of the place where the Buyer has their registered office.

Should the Buyer have their seat outside the EU, all disputes arising out of or in connection with these General Conditions shall be finally settled under the Rules of Arbitration Chamber of Rome by one or more arbitrators appointed in accordance with said Rules.