Article 1 Scope of Application
1.1 These General Terms and Conditions of Sale ("GTCS") shall apply to all supplies of products, components and/or spare parts ("Products"), which Tecno A S.r.l. ("Tecno A") will execute towards any purchaser ("Client"). In case of waivers agreed to in writing, these GTCS shall continue to apply for the parts not expressly waived.
1.2 Any general conditions of purchase of the Client shall not apply in the relationship between the parties unless expressly accepted in writing by Tecno A and in any case shall not affect the validity of these GTCS, with which they shall be coordinated.

Article 2 Conclusion of contract
2.1 Preliminary verbal or written estimates and quotations from Tecno A do not constitute contractual proposals.
2.2 The contract of sale ("Sale Contract") is concluded by:
a) the Client's acceptance of Tecno A's offer or Tecno A's confirmation of the Client's order, in whatever manner made including by conclusive facts; or
b) the receipt and acceptance by Tecno A of all or part of the price of the supply. These GTCS shall apply to each Sale Contract, even if not referred to and expressly accepted by the Client. Therefore, any contractual terms and conditions deviating from those set forth in these GTCS, even if reported in writing on documents from the Client, shall not be binding unless expressly accepted in writing by Tecno A. In no event shall the conduct of Tecno A be taken as evidence of acceptance of contractual terms and conditions other than those set forth in these GTCS.
2.3 Offers made by agents, representatives and collaborators of Tecno A shall not be binding on Tecno A until confirmed in writing by Tecno A.
2.4 Sales offers formulated by Tecno A shall be valid for 30 days commencing from their formulation and limited to the full supply of what is quoted therein. Upon expiry of the above deadline, the sale offer will no longer have any validity.
2.5 Sale offers do not include in any case: installation, training courses, start-up assistance and other similar services, unless such services are expressly included in the offer itself.

Article 3 Characteristics of the Products - Modifications
3.1 The representations and/or images of the Products, as well as the indications concerning the weight, dimensions, yields, colours, other technical data and characteristics relating to the Products and/or samples of the Products contained in internet sites, catalogues, brochures, price lists, circulars or other documents prepared by Tecno A, have merely illustrative and non-binding value, unless the same are expressly referred to and/or reported in the Sale Contract.
3.2 Tecno A declares that the Products comply with the the industrial sector rules applicable in Italy and in the European Union.
3.3 It is the responsibility of Client, before executing the Sale Contract, to make sure that the Products are suitable for their specific purpose and/or intended use and, in addition, that they also comply with the laws and regulations applicable in the place where Client will import, distribute, sell or use them in any way. The Client, without prejudice to the warranty for defects, shall indemnify Tecno A against any claims by its assignees for alleged unsuitability/non-conformity of the Products to their needs.
3.4 Tecno A, even after the conclusion of the Sale Contract, shall be entitled to make modifications and/or improvements to the Products should it deem it necessary and/or appropriate, subject to prior notice to the Client in the event of substantial changes.

Article 4 Prices - Payments
4.1 The prices of the Products are those indicated in Tecno A's price list in force at the time of the conclusion of the Sale Contract. Unless otherwise agreed between the parties, prices are in Euros, exclusive of VAT, and for deliveries made ex Tecno A factory (Incoterms® EXW ICC latest version) with standard packaging. Prices expressed in currencies other than Euro may vary in relation to fluctuations in the relevant exchange rate.
4.2 Tecno A reserves the right to change the current price list, upon written notice to the Client, whenever there is an increase in the cost of raw materials, labour or any other circumstance that causes a relevant increase in production costs.
4.3 Payments shall be made in accordance with the terms and conditions set forth in the Sale Contract. Payments shall be considered made by the Client only when the relevant amount has been credited to Tecno A's bank account. Payments made to agents, representatives or business collaborators of Tecno A shall not be deemed made, and therefore shall not release the Client from its obligation to Tecno A.
4.4 If Client is delinquent in its payment obligation, Tecno A shall be, alternatively or cumulatively, entitled to:
a) withhold ongoing supplies, even if not related to the relevant payment;
b) modify the terms of payment and discount for subsequent supplies, including requiring advance payment or the issuance of additional guarantees;
c) demand immediate payment of the entire outstanding amount owed to it, even under other existing contracts, considering any deferment payment granted has automatically revoked;
d) require, starting from the date of the due payment and without the need for formal warning notice, late payment interest on the amount still due, at the rate provided for by the laws in force (in particular Legislative Decree 231/2002 and subsequent modifications), without prejudice in any case to Tecno A's right to claim compensation for greater damages suffered.
4.5 After 90 (ninety) days from the expiration of the payment term, Tecno A shall be entitled to terminate the Sale Contract in question and definitively withhold any amount received in regard to such Sale Contract and/or other Sale Contract, by offsetting the Client’s outstanding debt against any and all sums already paid by Client.
4.6 The Client may not suspend or delay the payment of the Products even in the event that exceptions, disputes or claims arise which will be defined only after full payment of the amount due. The Client waives the right to request set-off against any credits, however originated, against Tecno A.

Article 5 Retention of Title
5.1 The Products shall remain the exclusive property of Tecno A until full payment of the price. The Client shall take all necessary steps required by the laws in force in the place where the Products are imported to make this retention of title clause valid and enforceable against any third party, including by enrolling in any appropriate register where required.
5.2 Until the price has been paid in full, the Client assumes the obligations and responsibilities of the depositary, and may not alienate, grant for use the Products or allow the Products to be seized or attached without declaring that the Products are property of Tecno A. If third parties request or obtain the issuance of precautionary measures or the initiation of enforcement proceedings on the Products, the Client shall give immediate written notice to Tecno A specifying the proceeding Authority.

Article 6 Testing and Packaging
6.1 Unless otherwise agreed in writing between the parties, testing of the Products shall be performed by Tecno A at its premises, before shipment to the Client. During testing, Tecno A reserves the right to make modifications and/or improvements to the Products in accordance with the provisions of par. 3.2. The Products are, therefore, shipped to the Client already tested and in working condition.
6.2 The Products are packed and prepared for shipment according to the protection systems generally adopted by Tecno A for the type of Products in question and in consideration of normal transport conditions. Should Client deem necessary special packaging or supplementary protection it shall expressly request the same to Tecno A, bearing all the additional costs involved.

Article 7 Delivery – Failure to Collect
7.1 Unless otherwise agreed in writing between the parties, the Products shall be delivered to Client in accordance with the Incoterms® ICC rule Ex Works (EXW) loaded, Tecno A's premises indicated in the Sale Contract, latest version.
7.2 All risks relating to the delivery shall pass to the Client at the time of delivery; therefore, Tecno A shall not be liable for any loss, damage, destruction, total or partial theft of the Products occurring during transportation. Transportation of the Products is always at the Client's expense and risk. In case of request by the Client, Tecno A may arrange transportation of the Products at the Client's risk, cost and expense.
7.3 Tecno A shall execute delivery of the Products within the term provided in the Sale Contract, including by means of partial deliveries. Delivery terms are to be considered merely indicative and, in any case, not essential. Except in the case of wilful misconduct or gross negligence, Tecno A shall not be liable to pay the Client any indemnity or compensation for any direct or indirect damages due to the delay in the delivery of the Products. In no case of delay in delivery of the Products shall the Client be entitled to terminate the Sale Contract.
7.4 Tecno A shall not be, in any way, responsible for delays in the fulfilment of its contractual obligations due to causes beyond its control such as, but not limited to: a) unforeseeable circumstances and force majeure events, difficulties in the procurement of raw materials; b) delayed or defective deliveries by Tecno A's suppliers; c) actions (or omissions) of the Client including failure to provide information necessary for Tecno A to proceed with the execution of the supply and/or failure to comply with payment terms.
7.5 If, for causes not attributable to Tecno A, the Client or the carrier designated by the Client fails to collect the Products within the agreed term, Tecno A, upon notice to the Client, will store the Products, even in places other than the place where delivery took place, charging the Client for any related costs incurred.
7.6 After a grace period of 30 (thirty) days from the agreed date of delivery, Tecno A shall have the right to: a) require the Client to pay a penalty, equal to 3% of the price of the Products, for each week that the Products remain in storage; b) terminate the Sale Contract, definitively withholding any sums received for any reason in connection with such Products, without prejudice to the right to compensation for any greater damage suffered.
7.7 Tecno A shall not, in any way, be liable for any damage or deterioration that may occur to the Products stored during the period of waiting for Client's collection of the same.

Article 8 Warranty
8.1 Tecno A warrants that the Products will conform to the Sale Contract and will be free from manufacturing defects, for a period of 36 (thirtysix) months from the date of delivery. This warranty does not cover components and parts of the Products subject to normal wear and tear, as well as electrical parts, refractory tops, glass, caps, bulbs and spare parts.
8.2 No warranty shall apply in case of:
a) failure to comply with the instructions contained in the instruction manual and data sheets provided by Tecno A about the proper use, operation, maintenance and storage of the Products;
b) inappropriate storage, preservation, and/or transportation of the Products. Appropriate storage, preservation, and transportation means, unless otherwise indicated on the packaging of the Products or in the Sale Contract, that the Products must be stored, preserved, and transported in closed rooms (and therefore not outdoors), clean, dry, and having a temperature between - 5°C and + 65°C;
c) negligence, abnormal use, overloading, tampering or modifications of the Products by the Client or third parties not authorized by Tecno A;
d) repairs, modifications or alterations of the Products made without the prior written authorization of Tecno A;
e) removal of Tecno A's original labels or trademarks;
f) non-compliance with payment terms by the Client.
8.3 The Client shall check the conformity of the Products with the Sale Contract and the absence of any defects within 3 (three) days from the date of delivery of the Products and, in any case, before any use of the same. The Client, failing to do so will result in the lapse of the warranty and in the unenforceability of the warranty rights, shall notify: a) any patent non-conformities or defects, no later than 3 (three) days from the date of delivery of the Products; b) any hidden non-conformities or defects and/or operating defects (detectable only after use of the Products), within and not later than 3 (three) days from the discovery of the non-conformity and/or defect and, in any case, within the warranty period.
8.4 The claims must be submitted in writing to Tecno A in accordance with the instructions and procedures indicated by the same, with detailed illustration of the alleged defects and/or non- conformities found, along with appropriate photographic or video documentation. Following the regular submission of the claim, the Client shall forfeit its warranty rights if it does not allow any inspection requested by Tecno A or if it does not return in accordance with the Incoterms® ICC rule DAP, Tecno A's premises, latest version, the components and/or parts of the Products reported as defective within 30 (thirty) days from the relevant request in writing by Tecno A.
8.5 Further the Client's proper submission of the claim, Tecno A will ship in accordance with Incoterms® ICC rule Ex Works (EXW) loaded, Tecno A's premises, latest version, the replacement components and/or parts of the Products for the defective and/or non-compliant ones. Components and/or parts of the Products supplied as replacements will be invoiced by Tecno A to the Client. Upon receipt of the components and/or parts of the Products allegedly defective, Tecno A will inspect such components and/or parts and, if it ascertained them as actually defective or non- compliant and therefore covered by the warranty, will issue a credit note in favour of the Client with respect to the components and/or parts of the Products supplied as replacements. Otherwise, Tecno A will notify the Client and make the Products available to the Client for collection at Tecno A's premises. The Client shall be obliged to proceed with the collection, bearing the all the related costs, within 5 (days) from the date of receipt of the aforesaid notice.
8.6 Unless otherwise agreed between the Parties, the warranty does not include the complete replacement of the Product, labour for the replacement of components and/or parts of the Products supplied as replacements, nor any other ancillary services or expenses.
8.7 Tecno a does not grant any warranty as to the conformity of the products with the regulations in force in countries outside the european union. No other warranties, express or implied, such as, without limitation, warranties of satisfactory performance or Fitness for a particular purpose, are granted with respect to the products.
8.8 The warranty referred to in this article is in substitution for any other warranty, set forth by the law or otherwise, for defects and/or non-conformity, and excludes any other possible liability of tecno a however originating from the supply of the products; in particular, the client shall not be entitled to make any claims or enforce any rights against tecno a other than those set forth in this warranty in the event of supply of not-compliant and/or defective products, expressly waiving the right of recourse exercisable by the client in the event that the products are resold by the latter to a person qualifying as a consumer.

Article 9 compensation for damages
9.1 Tecno a's liability, whether arising from the performance or breach of the sale contract, from warranty, tort or whether arising from strict liability, shall in no event exceed the price paid by the client for the relevant products.
9.2 In no event shall tecno a be held liable for loss of earnings or profit, or for failure to use or technical stoppage of the products or for any activity for which the same are functional, for claims of the client and/or third parties relating to the above damages or for any other damage, including indirect or consequential damages.

Article 10 Trademarks and Distinctive Signs of Tecno A
10.1 The Client is entitled to use Tecno A's trademarks and other distinctive signs ("Distinctive Signs") for the sole purpose of identifying and promoting the Products purchased under the Sale Contract. This right of the Client, in any event, shall cease after 30 (thirty) days from the date on which the last Sale Contract was duly executed by the parties.
10.2 Notwithstanding the above, the Client may not use the Distinctive Signs on its own advertising material without Tecno A's prior written authorization.
10.3 The Client undertakes to inform Tecno A in relation to any violation of the Distinctive Signs of which it may become aware.

Article 11 Confidentiality
11.1. The Client undertakes to: (i) treat all information/data/drawings/know-how/trade secrets/documentation received and/or learned from Tecno A ("Confidential Information") as confidential; (ii) limit the use of and access to the Confidential Information exclusively to purposes related to the performance of the Sale Contract; (iii) not copy and/or reproduce the Confidential Information without Tecno A's prior written authorization; (iv) immediately return all Confidential Information and copies thereof, in whatever medium they may be, upon Tecno A's request.
11.2. The confidentiality obligations shall be valid for the entire duration of the relationship between the parties and shall last for 6 (six) months from the date of execution of the last Sale Contract between the parties. Failure to comply with the obligation of confidentiality shall entitle to compensation for all damages arising therefrom.

Article 12 Miscellaneous
12.1 Assignment by the Client of rights or obligations under the Sale Contract, without the prior written consent of Tecno A, shall be deemed null and void against Tecno A.
12.2 The total or partial invalidity of one or more clauses of these GTCS shall have no effect on the validity of the remaining clauses.
12.3 Any tolerance of violations of these GTCS shall in no way be construed as a waiver of the rights and/or faculties connected with or consequent to them.
12.4 At any time following the conclusion of the Sale Contract, and in any event before the Client has fully paid the price, Tecno A shall have the right to suspend the performance of its obligations under the Sale Contract pursuant to Article 1461 of the Italian Civil Code, where the financial condition of the Client has become such as to jeopardize the performance of its obligations.

Article 13 Applicable Law - Jurisdiction
13.1 These GTCS and the related Sale Contracts shall be governed by Italian law.
13.2 Any dispute relating to or in any case connected with these GTCS and/or the Sale Contracts that will be concluded the basis of the same, shall be subjected to the jurisdiction of the Italian courts and shall be exclusively referred for its resolution to the Court of Urbino. Irrespective of the provision above, it is hereby granted exclusively to Tecno A the right to initiate legal proceedings under the jurisdiction of Client before the competent court.

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