General Conditions

Recitals

These general conditions, unless derogated by a specific written agreement of the parties, shall apply to all orders received and accepted by Proxital and shall be an integral part thereof. The placement of orders to Proxital by the Purchaser shall amount to acceptance of these general sales conditions.

1. Object of the Sale
   • These general conditions shall only refer to the materials described in the order confirmations and technical records; any other product, material, activity or service is excluded unless expressly included in the order confirmation.
   • Records of materials are available on the website proxital.it and are constantly reviewed and updated by Proxital, based on the technical and scientific improvements of the manufacture of such materials.

Accordingly, Proxital shall be entitled to update and/or modify such technical sheets without informing the purchaser thereof.

• As regards the technical specifications agreed upon in writing with the Purchaser, they shall not be subjected to modifications, and the same shall apply to the materials that are the object of such agreement, with regard to their characteristics of function and performance.
• The supply concerns materials, with respect to which the Purchaser declares:

– that he accepts full and exclusive responsibility with regard to the conformity of the materials requested to be incorporated in his end product in terms of functionality, safety, and compliance of his own end product with all legal and/or technical rules, or with the best technical knowledge available at the time.

– that he has full knowledge of the materials bought, of their chemical composition and typology, of the raw materials used, of their characteristics in terms of functionality, performance, use and duration and, in general, of all elements related to their structure and use;

– that he has evaluated and thoroughly considered the technical/construction features of the materials bought from Proxital and has found and accepted them as perfectly fit for the use and/or application for which he intends them.

1. Orders and order confirmations

2.1 Save for long-established customers, orders shall be considered only when they are forwarded in writing by postal service, fax or email or through the Proxital ecommerce portal. In any event, orders shall be followed by our order confirmation, which shall constitute the formal contractual document.

2.2 An order shall be intended to have been confirmed in all its parts unless it is cancelled within 24 hours from receipt by a written communication from the Purchaser.

2.3 Should the Purchaser request particular purchase conditions regarding prices, technical features of the materials, time and methods of delivery of the goods, such conditions must be specified in the order and must be accepted by Proxital in writing in its order confirmation.

Proxital shall not accept conditions reported by hand, or in emails or other paper documents, unless they have been previously accepted in writing by Proxital in its own order confirmation, even though the document date is subsequent to the date of such confirmation.

2.4 If the conditions expressed by Proxital in its order confirmation or subsequent revisions thereof are not deemed acceptable, the Customer shall be entitled to cancel the order within 24 hours at the latest after the confirmation or subsequent revision thereof.

This shall not apply to urgent orders with delivery required within 48 hours.

1. Conformity of materials

3.1 In case of completion of orders already fulfilled in part, or in case of subsequent orders, the materials may present some differences as to their physical and technical requirements, which, however, fall within the tolerance expressed in the relevant technical record. Such differences shall not, therefore, give rise to complaints regarding the quality of the materials, and/or to a right to return the same.

1. Prices

4.1 The prices of the materials shall be indicated in the order confirmation and expressed in Euros, net of VAT.

4.2 Unless specified otherwise in a sales offer or an agreement signed between the parties, prices are quoted ex works of Proxital.

4.3 Sales prices do not include any charges/contributions/taxes as may be set out in the applicable laws (such as Conai, Polieco, VAT), which shall be charged in each invoice as separate items.

The amount indicated in each invoice shall be considered net of any fees or commissions charged by banks, which shall be exclusively borne by the Purchaser.

1. Transport and packaging

5.1 When the transport is carried out with vehicles of the Purchaser or through carriers chosen by this latter, the goods shall always travel at the risk of the same Purchaser.

5.2 Save for particular requests, the goods shall be packaged in accordance with standard internal criteria specified in the technical records.

5.3 If the Purchaser has particular requirements regarding packaging, the same must be previously indicated in writing and accepted by Proxital in its order confirmation.

5.4 Pallets and boxes are included in the sale price of the goods unless agreed otherwise in writing between the Purchaser and Proxital, or indicated in writing in the offer. Baskets, trapezes and other off-standard supports for packaging and handling expressly requested by the Purchaser shall be considered “returnable” at the cost of the same Purchaser; if they are not returned, the relevant cost shall be charged to the Purchaser by a specific invoice, which shall be issued on a monthly basis.

1. Terms and conditions of delivery

6.1 the terms of delivery shall be communicated to the Purchaser by Proxital through the order confirmation. However, terms of delivery are approximate and not binding; delays in the delivery shall not give rise to any right to indemnities and/or compensations of any nature whatsoever. Any delays shall be previously communicated by phone or through a new order confirmation.

6.2 For needs related to planning of the production cycle for the procurement of raw materials on the national and international market, as well as for logistic needs, Proxital reserves the right to make partial deliveries of goods and the Purchaser shall not be entitled to refuse supplies by staggered deliveries, even though not previously agreed.

6.3 If the Purchaser indicates a temporary impossibility to receive the requested goods, entirely or in part, the residual or the entirety of the goods shall be held in deposit at the warehouses of Proxital In any event, such goods shall be invoiced in the month of the delivery as originally planned and the period of stay must not exceed 15 days of the first fulfilment.

6.4 In deliveries ex works of Proxital, the collection of the goods must be planned with Proxital’s Customer Service at least 24 hours in advance and it shall take place within 15 days of the date on which the Purchaser has received the notice of goods ready for delivery. Once such period has lapsed, Proxital shall proceed, in all events, to issue the invoice for the goods.

6.5 Both in case of impossibility to receive the goods and in the case that the goods are not collected by the purchaser and remain in the warehouses of Proxital longer than indicated in point 6.4, Proxital shall be entitled to ship the goods on behalf and at the cost of the Purchaser with any available means deemed appropriate; as an alternative, Proxital reserves the right to consider the sale automatically terminated and to dispose of the goods for assignment to third parties or for any other use. Without prejudice to the right to claim compensation, Proxital shall be entitled to retain any amount already received from the Purchaser as an advance on the higher damages possibly deriving from the termination.

6.6 Moreover, in case of failure to collect or impossibility to deliver the goods to the Purchaser, if the same remain in its warehouses beyond the date indicated in point 6.4, Proxital shall charge the costs of deposit, set at an amount equal to 0.2% of the total consideration, net of the goods, per each day of delay not exceeding sixty days. After such period, the order shall in any event be intended as terminated due to fault or negligence of the Purchaser, who shall therefore be bound to compensate any consequent damages.

6.7 No insurance coverage shall apply to goods invoiced and not collected within the date indicated in point 6.4 and remained at the warehouses of Proxital for the case of deterioration due to weather conditions or other reasons or disasters.

1. Payments

7.1 Payments of supplies must take place in accordance with the methods, dates and terms expressly specified in the order confirmation, the transmission of the relevant amounts being always at the risk of the Customer, whatever the payment method chosen.

Unless otherwise agreed in writing in the order confirmation, the payment shall be made through settlement on delivery or bank bill at 30 days using the bank details as previously indicated in the invoice.

7.2 Payments made by bank transfer must necessarily report the reference to the number of the invoice of Proxital in the reason for payment, and the indication of the bank details.

Proxital reserves the right to request compensation for all damages suffered if the Purchaser does not use the bank details as indicated in the order confirmation.

7.3 Payments to the order are required for natural persons and in any event for payments of an amount lower than EUR 100.00 (before taxes).

7.4 The Client is not entitled for any reason and in any event whatsoever to delay payments beyond the agreed dates. Proxital reserves the right in case of late payments to discontinue the deliveries, if scattered over time, and to block any pending orders. In case of delays in the payment, interest on arrears shall be charged at the rate currently in force under D. Lgs. [Legislative Decree] No. 231/2002 as subsequently amended and supplemented. Moreover, the Supplier shall also be entitled to claim refund of any costs incurred for the recovery of any amounts not timely paid by the Purchaser, possibly limited to the lump-sum amount of EUR 40.00 indicated as compensation of damages in the provision of Art. 6, D.Lgs. 231/2002 as amended.

7.5 Any complaints on the materials bought shall not entitle the Purchaser to postpone or suspend payments, or to cancel orders that have already been confirmed.

7.6 The amounts owed by the Purchaser in consideration for materials bought and indicated in the order confirmation may not be offset, in any event, against credits of any nature whatsoever, which the Purchaser may have with Proxital for any reason whatsoever.

7.7 Invoices shall be drafted by Proxital within the end of each month and shall be immediately forwarded to the Purchaser by electronic mail within the 10th day of the following month at the latest. Invoices shall be intended to have been fully accepted if they are not rejected within 5 (five) days of receipt. Any delays  in the receipt of Invoices must be promptly reported by phone or electronic mail to Prixital – Ufficio Amministrazione. In view of what has been specified above, Proxital shall not accept extensions of the terms of payment justified with a delay in the receipt of the relevant Invoice by the Purchaser.

7.8 in case of an Invoice relevant to a payment made by bank bill for an amount lower than EUR 250.00 (before taxes), Proxital shall charge EUR 2.50 as costs for the collection and issuance of the bill.

1. Complaints relevant to the supply

8.1 any complaint relevant to a supply, in order to be valid, must be detailed and sent by registered letter with acknowledgement of receipt or certified electronic mail addressed to Proxital within the following time limits:

• when the transport and delivery of the materials are made at the cost of Proxital and the complaint concerns the number of packages with the goods received, or the packaging, the same must be made immediately; in such event, for the validity of the complaint, after unloading the goods, the Purchaser shall have an obligation to check and verify the number of packages and the packaging and to report, by means of an annotation in writing, any non-conformity in the transport document (copy for the carrier).
• If the complaint regards defects and qualities of the materials that can only be discovered by using them, the Purchaser shall immediately suspend the use of the materials allegedly defective and shall immediately notify Proxital, and any interested third parties, in writing. For the purposes of the validity of the complaint, the Purchaser must specify both the moment when the materials started to be used and the moment when the alleged defect or non-conformity were discovered. In any event, complaints regarding defects and qualities of materials cannot be submitted after 60 days of the delivery and/or receipt of such materials. Proxital shall not accept complaints relevant to materials that have been fully used.

8.2 If the complaints are not submitted in accordance with the time limits and formalities set out above, the goods delivered shall be considered to conform to the goods ordered by the Purchaser and shall be deemed to have been accepted to all intents and purposes.

8.3 in case a complaint is made in accordance with the time limits and formalities indicated above, Proxital shall immediately contact the Purchaser in order to carry out a joint verification of the non-conformities indicated in the complaint. If the parties agree on a joint solution, they undertake to sign a written document laying down the terms of the agreement.

In no event shall Proxital accept complaints on the prices and quantities of the goods, the technical specifications of the materials, the time of delivery and the packaging methods, which are as indicated in the order confirmation.

Moreover, Proxital shall not accept complaints:

• on the quality of the materials subsequent to use by the Purchaser;
• on the quality requirements of the materials which fall within the tolerance indicated on the product specifications, which can be consulted in the website proxital.it, or which have been agreed upon in writing.

8.4 Any complaints regarding the materials received shall not, in any event, entitle the Purchaser to postpone or suspend and/or to omit any payments.

1. Right to compensation of damages

Proxital shall not answer for damages of any nature whatsoever which could not be foreseen at the time of the signing of these general sales conditions, or for any damages caused by unauthorised and improper use of the materials bought by the Purchaser.

1. Suspension or cancellation of orders

In case any of the general supply conditions is not complied with, even only in part, as well as in case of proven difficulties in payments, or in the event that the solvency guarantees, or, more generally, the economic capacity of the Purchaser should no longer exist or should be reduced, Proxital reserves the right to suspend or cancel the pending orders, or to condition the delivery of the goods upon the provision of suitable guarantees for the payment and, however, upon the full payment of all prior supplies.

1. Returns of goods

11.1 Unless otherwise agreed, returns of goods shall be made with delivery ex works of Proxital No returns of goods shall be accepted without an express authorization in writing of Proxital.In any event, transport shall be on behalf, at the risk and under the responsibility of the Purchaser as well as at his cost.

11.2 The goods returned must however be entire, packaged (in the original packaging if at all possible) and accompanied by a goods return note

1. Force Majeure. Contract Termination.

12.1 Force Majeure shall be the occurrence of an event or circumstance beyond Proxital’s reasonable control, which could not reasonably be foreseen at the time of the conclusion of the contract and whose effects cannot reasonably be avoided or overcome, including the non-performance of a third party (supplier/sub-supplier).

12.2 By way of example but not limited to, the following constitute Force Majeure events

1. a) war (whether declared or not), hostilities, invasion, acts of a foreign enemy, extensive military mobilisation

(b) civil war, riot, rebellion, revolution, military force or usurpation of power, insurrection, acts of terrorism, sabotage or piracy;

(c) currency or trade restrictions, embargoes, sanctions, shortages of raw materials and shortages of supply due to causes pertaining to the global marketplace that have resulted in an increase in the price of raw materials and transportation of more than 20%;

(d) acts of authority, whether lawful or unlawful, compliance with laws or governmental orders, regulations, expropriation, confiscation of property, requisition, nationalisation;

(e) plague, epidemic, pandemic, natural disaster or extreme natural occurrence;

(f) explosion, fire, destruction of equipment, prolonged suspension of transport, telecommunications or energy;

1. g) general social conflicts, such as in particular boycotts, strikes and lockouts, white strikes, occupation of factories and buildings.

12.3 Proxital shall immediately and, in any event, without delay notify the Buyer of the occurrence of a Force Majeure event and shall be released from its obligation to fulfil its contractual obligations, as well as from any liability for damages or other contractual remedy for non-performance, from the moment that the event inhibits the fulfilment of the contractual obligations, provided that the same has been notified without delay.

12.4 If notice of the event is not given promptly, the release shall take effect from the time when the notice reaches the Purchaser, who may suspend performance of his obligations, if any, from the date of the notice.

12.5 If the effect of the impediment or event invoked is temporary, the consequences referred to in 12.3 and 12.4 shall only occur to the extent and for as long as the impediment or event invoked prevents Proxital from fulfilling its contractual obligations. Proxital shall inform the Buyer as soon as the impediment ceases to prevent the fulfilment of its contractual obligations.

12.6 In any event, Proxital shall take all reasonable measures to limit the effects of the invoked event on the fulfilment of its obligations under this contract.

• If the duration of the invoked impediment has the effect of materially depriving one or both contracting parties of what they could reasonably expect under the contract, either party shall have the right to terminate the contract by giving notice to the other party within a reasonable period. The parties agree that, unless otherwise agreed, the contract may nevertheless be terminated by either party if the duration of the impediment exceeds 120 days.

1. Warranties

13.1 In the event that any laws or regulations in force should require the provision of particular warranties on the part of Proxital with regard to the characteristics of the materials during their use, the Purchaser shall be bound to submit a specific request in advance to that effect and to provide, in writing, all indications regarding the future use of the materials. Failing such request, Proxital shall not be held liable for any damages that may be incurred by the Purchaser in consequence of the lack of the warranty.

13.2 The provision of any warranty by Proxital shall be the object of a specific, separate agreement in writing with the Purchaser.

1. Industrial and intellectual property

The purchase of materials and their use, either direct or indirect, shall not give rise for the Purchaser to any right of industrial or intellectual property on the goods sold by Proxital.

1. Confidentiality and privacy

15.1 The parties mutually acknowledge that all personal data transmitted and/or exchanged, even during pre-contractual negotiations, have been and will be the object of processing in the meaning and to all intents and purposes of Regulation 2016/679 (GDPR).

15.2 The parties agree to maintain strict confidentiality with regard to all information concerning the construction and application, as well as all business information, in connection with the products of the Purchaser, with which they may become acquainted in relation to this agreement.

1. Place of jurisdiction and Italian language.

16.1 The supply relationship shall be exclusively governed by the Italian laws.

16.2 The Courts of Treviso, where Proxital has its registered office, shall have exclusive jurisdiction over any dispute as may arise, including in the case of actions for debt collection brought by Proxital, and including the case of deliveries of goods abroad.

16.3 These general conditions may be translated into one or more languages. Should the different versions in the various languages be divergent in any way, the Italian version shall prevail.