General Terms and Conditions of Sales

1. Validity of the General Terms and Conditions of Sales
   1. All sales and supplies of products (the “Products”) by Novartiplast Italia S.p.A. (the “Seller”) are understood to be undertaken based on the present General Terms and Conditions of Sales (the “Conditions”). Every order transmitted implies their complete and unconditional acceptance by the buyer (the “Buyer”).
   2. Exceptions to the Conditions are only valid if expressly approved in writing by the Seller. Unless otherwise agreed in writing, the present Conditions always prevail over the Buyer’s general terms of purchase, irrespective of the point in time they have been sent to the Buyer and/or the reception of the same by the Seller.
2. Orders and order confirmations
   1. The Seller, upon receipt of the Products order (“Order”), undertakes to send its order confirmation (“Order Confirmation”) containing all contractual agreements, requesting the return of a signed copy of the same by the Buyer in sign of acceptance.
   2. The Order Confirmation is understood to be a contract proposal, and the sale contract will be finalised either when i) Seller receives a copy of the Order Confirmation signed by the Buyer or ii) when one of the Parties begins executing the obligations of the Sale Contract.
   3. The Seller remains at liberty to accept or refuse any Orders. In case of non-acceptance of one or more orders, the Buyer cannot, for any reason, request the reimbursement of any damages.
   4. In case of revocation or cancellation of an order after Seller’s Order Confirmation, or after the start of execution of the sales contract by either party, Buyer shall be liable to pay a penalty of 30% of the price of the Products covered by the order in question.
3. Content of supply
   1. The supply includes only such Products and services as specified in the Order Confirmation. Any additional item of whatever nature will be subject to specific written agreement and will be charged separately.
   2. In the event that Products are manufactured on the basis of specific Buyer’s requests and/or for customized orders, the quantity delivered shall be understood with a margin of tolerance of plus or minus 15% with respect to the quantity indicated in the Order Confirmation.
   3. In case of orders for Products in stock, if it is not possible to deliver the exact quantity requested by Buyer in the Order, Seller will indicate in the Order Confirmation the different quantity available, as close as possible to the quantity requested, which shall be deemed accepted if Buyer does not cancel the Order within 48 hours of receipt of the Order Confirmation containing the different quantity.
4. Prices
   1. Except in special circumstances to be confirmed in writing, the sales prices are understood to be exworks Seller’s warehouse (“Ex Works” – Incoterms 2020), do not include packaging and are net of taxes and duties.
   2. Save other written agreements between the Parties, payment shall be made by bank transfer within the period specified in the Order Confirmation.
   3. In case of advanced payment or payment upon delivery of the Products, the payment may solely and exclusively be made to the Seller or to persons/entities expressly delegated in writing by the Seller.
5. Delivery and transport
   1. The delivery terms are intended to be indicative and in favour of the Seller and are never essential unless otherwise agreed in writing.
   2. The Buyer understands that any delay in the delivery of the Products with respect to the date indicated in the Order Confirmation shall never give any right to compensation.
   3. In any case, delivery is subject to the timely settlement of agreed payments that are due, also in relation to previous orders.
   4. The Seller reserves the right to accept the request for delivery of partial orders.
6. Payments and retention of title
   1. Until full payment of the price, the Products remain the property of the Seller, who can at any time request their return.
   2. In the case of – even partial – outstanding payments at the agreed deadlines, on the sole basis that an outstanding payment exists, and hence without the necessity of a formal notice:
      • interest on arrears will accrue in favour of the Seller, from the date foreseen for payment and until the effective full payment of the same, according to the interest rate set out in art.2, point 6) of the 2011/7 UE Directive dated 16.2.2011 regarding the “Fight against delayed payments in commercial transactions”, or to the interest rate fixed in transposition and implementation legislation applicable in the future.
      • The Seller may forthwith suspend every other supply even if regarding other sale contracts.
      • The payment terms shall be no longer valid, and the Seller shall have the right to request immediate payment of its entire credit towards the Buyer regarding all goods sold but not yet paid.
7. Warranty and claims
   1. Seller warrants only that the Products conform to the provisions of (i) the Order Confirmation and (ii) the Product Technical Specifications set forth in the Product Sheet and, in the case of sample sales, (iii) the sample provided and accepted by Buyer. The Products can be subject to breakage or damage; therefore, Buyer shall use, handle and store the Products in accordance with the instructions and recommendations provided by Seller.
   2. The warranty does not include any issues related to slight differences in the Products’ printed effects or color homogeneity, nor the Products’ wear and tear over time.
   3. The Buyer is required to verify the correspondence of the Products delivered with those ordered and also to verify that the same are by the agreed characteristics and undertakes to communicate in writing the existence of any defects by sending an e-mail at sales@novartiplastitalia.it, attaching proof of the defect and a copy of the delivery note of the Products, within and no later than 15 working days from delivery of the Products (in the case of apparent defect) or from discovery (in the case of a hidden defect), the right to which will otherwise be forfeited.
   4. Notice of defects will be considered late and therefore not accepted if it occurs after the Buyer has cut or processed the Products.
   5. In any case the responsibility of the Seller regarding the existence of defects or a lack of quality is limited to the price of sale of the defective Products; the Seller shall have an obligation to substitute in a reasonable timeframe the Products that are effectively defective or lack the prescribed qualities or alternatively, at the sole discretion of the Seller, to refund the price. The reimbursement of the costs of transformation, disassembly, and disposal of the defective Products, as well as manpower and any indirect damages, loss of profit, and any additional item of damage, is expressly excluded.
   6. At the same time that the claim is reported, the defective material must be made available for verification immediately, along with a clear indication of where it may be inspected.
   7. Warranty is provided on the condition that the Products are utilised and stored in accordance with the instructions and technical information provided by the Seller with the Product Sheet and, unless otherwise agreed in writing for specific products, will have a duration of 24 months starting from the date of the delivery of the Products.
8. Returns
   1. The Seller will not accept, for whatever reason or title, the return of Products.
   2. The Seller reserves the right to request the return of defective Products, as long as the claim was received in a timely fashion and in accordance with the requirements indicated in article 7.
9. Applicable law and jurisdiction
   1. Italian Law will regulate sales and supply contracts. The Court of Milan (Italy) is the sole court of competent jurisdiction regarding any dispute between the Parties regarding the conclusion of the contract, its interpretation, execution, or resolution with the express exclusion of every other potentially competent jurisdiction. Only the Seller will have the right to take action against the Buyer in the court of the place where the Buyer is located, or the place where the Products were (or should have been) delivered.
10. Processing and protection of personal data
    1. Pursuant to and in accordance with Article 13 of the EU Regulation no. 679/ 2016 (“General Data Protection Regulation – GDPR”), the Seller and the Buyer declare that they have mutually informed each other about: the identity and contact details of the Data Controller; the legal basis, purposes and methods of the processing of their respective data; communication and dissemination of personal data to third parties; the period of data retention; mandatory or optional nature of the provision of data and consequences of any refusal to answer or communicate them; the rights of the Data Subject and in particular the right to object to the processing of data concerning them and/or to obtain the cancellation, transformation, updating, rectification and integration of the same.
    2. By signing this contract, the parties mutually give their consent, where necessary pursuant to Article 7 of EU Regulation No. 679/ 2016, to the processing of their data in the aforementioned terms and limits. The Buyer also acknowledges that he/she has fully read the aforementioned policy at https://novartiplastitalia.it/privacy-cookie-policy/

In accordance with article 1341 and subsequent articles of the Italian Civil Code, the following articles are expressly approved: 2.4 Penalty for orders’ cancellation; 7.3 Time limits for reporting defects; 9. Applicable Law and Jurisdiction.

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