Thermoplastic Polyurethane Composites

GENERAL CONDITIONS OF SALE

1. Scope of application
   • These general conditions of sale (hereinafter referred to as “General Conditions of Sale“) are applied to every contract of sale (“Contract“) concluded by Filtec s.r.l., with registered office in Via del Laghetto, 140, 45021, Badia Polesine (RO), CF and VAT no. IT00982640294 (“Filtec“), as seller, with any purchaser acting in the exercise of his entrepreneurial, commercial, craft or professional activity (“Client“). The Contract is understood to be concluded upon receipt of the acceptance of the offer of sale formulated by Filtec (“Offer“) by the Client (“Acceptance“) or upon Filtec’s acceptance of the Client’s order (“Order“) through order confirmation (“Order Confirmation“).
   • If the Acceptance is different, even partially, from the Offer, it will be valid as a new proposal; any Order Confirmation which differs from the Order will be treated as an Offer to be considered accepted by the Client unless it is expressly refused within 2 (two) days from its date of dispatch..
   • The General Conditions of Sale are understood to have been received by the Client and therefore known, accepted and binding at the conclusion of the Contract, even if not signed.
   • The General Conditions of Sale may be partially derogated only by what may be provided for in the Offer and/or in the Order Confirmation.
   • The General Conditions of Sale prevail in any case over the Client’s terms and conditions or other conditions, even if contained in the Acceptance and/or the Order.
   • In case of discrepancies between the General Conditions of Sale in Italian and those translated into another language, the Italian version shall prevail.

2. Object of the Contract
   • The object of the Contract is the sale of the goods listed in the Offer and/or in the Order Confirmation referred to in Clause 1.1 (the “Plant“).

3. Delivery terms
   • The Plant shall be delivered to the Client within the term agreed in the Offer and/or in the Order Confirmation, and the terms are in any case to be considered purely indicative and not binding.
   • The delivery term is EXW – FILTEC s.r.l., Italy, Badia Polesine (RO), Via del Laghetto, 140.
   • In case the Contract foresees that the shipment of the Plant is at Filtec’s charge, the costs related to the unloading of the Plant from the means of transport and to the assembling and installation will be charged to the Client.

4. Price and Terms of Payment
   • The price of the Plant is the one indicated in the Offer and/or in the Order Confirmation.
   • The terms of payment shall be as stated in the Offer and/or the Order Confirmation.
   • All the conditions set forth in art. 7 below are subject to full payment of the price.

5. Testing of the Plant
   • The Plant shall be deemed to have been purchased by the Client as seen and liked (AS IS), subject to the provisions of the warranties set forth in art. 7, and no testing shall be required for its acceptance.
   • Only if the Parties have provided for a testing of the conformity of the Plant with the Contract and the technical specifications (“Testing“) the following provisions shall apply.
   • The Testing shall be carried out at the Client’s premises or at another location, including a third party’s location, where the Plant is installed.
   • The Client or third parties indicated by the Client will be responsible for all the costs of any nature necessary for the Testing, including the necessary materials, the costs of Filtec’s personnel according to Filtec’s tariff in force at the time (which will be communicated when requested by the Client), the costs related to utilities.
   • The purpose of the Testing is to verify the compliance of the Plant with the Contract and the technical specifications.
   • Acceptance of the Testing shall be implied if the Client does not object to the outcome of the Testing or if the Client, for reasons for which the Client is responsible, does not perform the Acceptance within 30 (thirty) days after Delivery, or if the Plant is put, even partially, into production.
   • Should the Client notice any discrepancies between the Plant and what is foreseen in the Contract, a list of non-conformities shall be drawn up and signed by both Filtec and the Client. Filtec commits itself to remedy the detected discrepancies within the agreed time, inviting the Client to a second Testing, with the same modalities described in points 5.2 and 5.3 and in the present 5.7.

6. Documentation
   • Upon delivery of the Plant, in accordance with the provisions of points 3.1. and 3.2., Filtec will also provide the Client with the following documentation (the “Documentation“):
     • 1 copy of the use and maintenance manual of the Plant in the language requested by the Client among Italian, English, French, Spanish and/or German including the spare parts list and the electrical diagrams.
     • 1 copy of the Declaration of Conformity or of the Declaration of partly completed machinery provided for by Directive 2006/42/EC, in the use and maintenance manual language.
   • Possible translations in other languages of the Documentation must be expressly requested to Filtec, which will provide a specific quotation for such further activity.

7. Guarantees
   • Filtec warrants that the Plant is free from defects which make it unfit for use or which diminish its value for a period of 1 (one) year from delivery of the Plant (“Warranty Period“). In the event of failure to collect the Plant for reasons not attributable to Filtec, the Client’s right to the Warranty Period shall expire one (1) year after notification of the Plant ready for collection.
   • The warranty referred to in the previous point covers the manufacturing defects of the Plant and the deviations from the characteristics and technical qualities agreed with the Client in the Offer. It does not cover normal wear and tear of the Plant, electrical parts, Plants modified by the Client in any way, improper, negligent, or careless installation and/or use and/or maintenance or not in compliance with the provisions of the Use and Maintenance Manual of the Plant as per point 6.1.
   • During the Warranty Period, the Client shall report the defects and/or nonconformities of the Plant, as described in paragraph 7.2 above, within 8 (eight) days from discovery, by sending a specific complaint, in Italian, to the following address info@filtecsrl.eu indicating: the date of purchase of the Plant and the relevant invoice, the Client’s name, telephone number and e-mail address, the serial number of the Plant and a detailed description of the defect and/or nonconformity, accompanied by photographic documentation.
   • In the event that Filtec considers the fault and/or defect to be present and covered by the warranty, Filtec will repair the defective materials or components at their own expense and/or replace them. In the event that the repair is not possible or is excessively costly, Filtec may, at its sole discretion, replace the Plant with another Plant having the same characteristics and quality as those in the Offer.
   • The execution of repair, replacement and maintenance operations on the Plant, carried out by subjects other than Filtec, is subject to the following conditions automatically invalidates the Client’s warranty under this article.
   • The cost of the man-hour for the interventions mentioned in point 7.4 will be at Filtec’s charge, while the cost of the hours of travel, board and lodging will be at the Client’s charge according to Filtec’s tariff in force at the time, which will be communicated when requested by the Client.

8. Limitation of liability
   • The Client accepts that Filtec shall not be liable under any circumstances for any damages from production stoppages and/or replacements, loss of profit, inability to use, loss of contracts and/or for any other direct or indirect damages of any kind and that, should Filtec be found liable for damages arising out of or in connection with the Plant, such damages shall be limited in amount to the maximum of the Plant Price.

9. Confidential Information
   • The Client undertakes to keep the following information received from Filtec (“Confidential Information“) private and confidential and therefore not to disclose it in any way until it becomes public knowledge and in any case for a period of not less than 2 (two) years from the acceptance of the Plant:

• all information expressly defined by Filtec as private or confidential;
• all those related to the terms of the contract, such as, for example, payment and delivery terms, possible discounts, etc.;
• all those relating to the design of the Plant, such as, by way of example, technical drawings and operating parameters;
• all those of a commercial nature related to Filtec’s activity, such as, for example, names of clients and suppliers;
• all those which, due to their nature and/or importance, must be considered confidential.
  • Confidential Information does not include
• those that are already in the public domain at the moment of communication from Filtec to the Client or that become in the public domain for reasons not attributable to the Client;
• those that must be provided to third parties by law or by order of the Authority.

10. Prohibition to contact Filtec’s suppliers.
    • Unless expressly agreed in writing by Filtec, throughout the period of execution of the Contract and for 5 (five) years following delivery of the Plant, the Client will not be able to directly contact Filtec’s Suppliers.

11. Images of the Plant and trademarks of the Client
    • The Client expressly authorizes Filtec to capture images of the Plant, in photograph or video, both during the design and production activities and during assembly and installation, and to reproduce for information, advertising, promotional and marketing purposes such images, on any paper or digital support, by way of example but not limited to: website, social networks, brochures and catalogues.
    • The Client expressly authorizes Filtec to use and reproduce its trademark in association with the images of the Plant for the purposes mentioned in the previous point and/or to acknowledge the realization of the Plant.

12. Applicability in case of contract
    • The General Conditions of Sale will be applied even when the service requested by the Client to Filtec is a contract of tender according to art. 1655 s.s. c.c.. instead of a contract of sale according to art. 1470 s.s. c. c.

13. Applicable Law and Jurisdiction
    • The Contract is governed by Italian law and any dispute in any way connected to the Contract shall be referred to the competence of the Court of Rovigo, without prejudice to Filtec’s right to act at the defendant’s court.

14. Privacy Policy. Consent of the Client
    • The Client expresses consent to the processing of personal data, pursuant to Article 13 of Regulation (EU) 2016/679 (“GDPR”), having read the specific information available in an extended version (online on Filtec’s website at the link https://www.filtecsrl.eu/en/privacy-policy/. The processing, storage, transmission of personal data is carried out with the observance of all precautionary measures, which guarantee their security and confidentiality, in accordance with the provisions of the GDPR, in order to be able to effectively fulfil the obligations provided for by legal, civil and fiscal regulations related to the economic activity of Filtec, including the management of collections and payments arising from the execution of contracts. In accordance with articles 1341 and 1342, c.c., and having read them carefully, the conditions of articles: 7 (Guarantees and, in particular), 8 (Limitation of Liability), 12 (Applicable Law and Competent Court) are expressly accepted.