General terms of sale

1. General terms

1.1. The present general terms of sale (the “GTS”), along with the economic and commercial offer if any, are integral, inseparable and fundamental part of any product (the “Product”) sale agreement between Elettronica Conduttori S.r.l. (“Elettronica Conduttori”) and its customers (the “Purchaser”), regardless the means of their execution (email, letter, telefax, telephone etc.).

1.2. In the event of any conflict between the GTS and the economic and commercial offer provided by Elettronica Conduttori, the latter will prevail.

1.3. The GTS are to be intended as accepted by the Purchaser upon their mere availability for consultation – even absent any expressed acceptance – and prevails over the Purchaser’s general terms, if any.

1.4. The Purchaser acknowledges that each order, if accepted by Elettronica Conduttori, is a separate and independent agreement

2. Orders – Prices – Payment terms

2.1. Order is accepted and the sale is executed in the moment and in the place where Elettronica Conduttori issues the related order confirmation through one of the mentioned means.

2.2. Should the price of any raw material, production costs, customs duties, or any other fiscal charges affecting the Products increase by at least 10% following the order confirmation and prior to the delivery of the Products – provided such increase is verifiable and not attributable to Elettronica Conduttori – the latter will be entitled to adjust the price of the Products in proportion to the increase in such costs, subject to providing written notice to the Buyer prior to the delivery date.

2.3. Sale prices of the Product are the ones expressed in the invoice.

2.4. Means and timing of the payments are the ones expressed in each economic and commercial offer or in each supply agreement, as the case may be, and expressed in the invoice issued by Elettronica Conduttori.

2.5. If the payment terms are not met, the Purchaser has the obligation to pay the price of the Product at delivery.

2.6. Payments made through bank cheques or bills of exchange are accepted by Elettronica Conduttori subject to clearance and the related amount is registered as balance or advance payment only after the actual collection.

2.7. Only persons granted with appropriate written authorisation are allowed to collect payments on behalf of Elettronica Conduttori.

2.8. The Purchaser waives the right to challenge the set-off according to art. 1246 of the Italian Civil Code.

3. Default in payment or late payment

3.1. In the event of total or partial default in payment or late payment as of the terms agreed upon and expressed in the invoice, provisions set forth in the Italian Legislative Decree n. 231 dated 9 October 2002 apply. In particular Arts. 4 and 5 of the mentioned decree apply with reference to the interest rate and the application timing.

4. Product’s delivery

4.1. The Product’s delivery terms and conditions are established in Elettronica Conduttori’s confirmation order.

4.2. The delivery term specified in the order confirmation is to be considered indicative and non-essential; therefore, a delay of less than 15 days from the term indicated in the order will not constitute a breach of contract and, consequently, may not serve as grounds for the Purchaser to terminate the order, nor will it entitle the Purchaser to claim any damages and/or compensation of any kind from Elettronica Conduttori, except in cases of willful misconduct or gross negligence on the part of Elettronica Conduttori.

4.3. Should force majeure events occur, Arts. 1256 and following of the Italian Civil Code apply, without prejudice to the fact that Elettronica Conduttori will try to perform an obligation as much as possible equivalent to the one became impossible or severely difficult within according to its own situation and the temporary circumstances.

5. Quality – Packaging – Allowance

5.1. Elettronica Conduttori warrants that the Product (i) has the quality as per the characteristics expressed in the technical documentation, (ii) is compliant with the applicable regulation, if any and including safety regulation, effective in Italy and (iii) is not affected by:
– defects which render the Product inadequate for the purpose it is manufactured and normally utilized for;
– characteristics which materially decrease the value, unless such characteristics have been expressly requested by the Purchaser and accepted by Elettronica Conduttori.

5.2. In the latter event, Elettronica Conduttori is not responsible for any consequences of the Product’s utilization.

5.3. Samples, if any, supplied by Elettronica Conduttori or by the Purchaser are not mandatory with reference to the Product’s features and are for testing purposes only.

5.4. The Product is sold and delivered in adequate packaging according to each product-type as per Elettronica Conduttori’s discretion or according to the arrangements with the Purchaser.

5.5. Product’s quantity is expressed in the confirmation order of Elettronica Conduttori. Partial deliveries are allowed. The total ordered quantity and each length declared as essential in written form by the Purchaser can be delivered with a higher or lower tolerance by 5% than the quantity expressed in the confirmation order. Without prejudice to the mentioned tolerance over the total ordered quantity, lengths which are not declared as essential in written form by the Purchaser can be delivered with a higher or lower tolerance higher than 5% than the quantity expressed in the confirmation order.

6. Warranty and Complaints

6.1. Elettronica Conduttori is not responsibile for the Product quality losses if it is altered or modified by the Purchaser without a priori consultation with Elettronica Conduttori concerning the possible consequences of an inappropriate use of the Product.

6.2. In case of subsequent sale of the Product from the Purchaser, the Purchaser has no right to alter or modify the original packaging of the Product. In such an event, any warranties over the Product will be no longer valid.

6.3. The defects warranty period is 12 months starting from the delivery of the Product. The warranty is valid if the technical specifications and recommendations from Elettronica Conduttori are abided by the Purchaser. Moreover:
– the Product must be handled with care during movement and storing phases;
– the Product and the packaging must be intact and with no tears due to acts after the delivery;
– storage temperature: -20 +60 °C;
– the Product must be stored in an enclosed space, sheltered by bad weather and UV rays which might accelarate the usual ageing of the Product and oxidation of the copper in case of contact.

6.4. Elettronica Conduttori is responsible towards the Puchaser only if a non-conformity of the Product to the provisions of Art. 5.1 is confirmed.

6.5. In this event, the Purchaser will serve Elettronica Conduttori with a written non-conformity communication within eight (8) days as of the delivery of the Product or, in case of hidden defects, as of the day of discovery, without prejudice to the statute of limitation of twelve (12) months as of the delivery of the Product.

6.6. In the event of non-conformity communication, the Purchaser can not utilize the Product which must be adequately stored so that the parties can perform the required tests.

6.7. Should the non-conformity communication be grounded, Elettronica Conduttori will substitute the defective Product (or part of it) at its own cost or, if a timely substitution is not possible, Elettronica Conduttori will issue a credit note for an amount equal to the Product price as expressed in the invoice.

6.8. Even if the non-conformity communication is grounded, the Purchaser has no right to request to Elettronica Conduttori compensations, reimbursements or indemnities for direct or indirect damages, except in cases of willful misconduct or gross negligence on the part of Elettronica Conduttori.

6.9. A non-conformity communication does not allow the Purchaser to unilaterally terminate the agreement nor to suspend or omit, in whole or in part, payments of the Product.

7. Intellectual property rights

7.1. Elettronica Conduttori warrants that the Products are free from third party’s intellectual property rights in Italy.

7.2. The Purchaser acknowledges that, in the framework of the sale and purchase agreement, he may be made privy of confidential information, including know-how, concerning Elettronica Conduttori’s products. The Purchaser acknowledges that any intellectual property rights, including know-how and industrial secrets, over Elettronica Conduttori’s products are and will be in any given moment exclusive property of Elettronica Conduttori and that the Purchaser is not allowed to disclose or use them.

7.3. The Purchaser is liable towards Elettronica Conduttori of any improper disclosure or use of the confidential information and of the intellectual property rights, including know-how and industrial secrets, of Elettronica Conduttori made by the Purchaser, its employees and consultants.

7.4. Obligations of the present Clause remain valid for a period of 10 years from the signing even if the GTS ceases to have effect.

8. Export Control and Sanctions Compliance

8.1. The Purchaser undertakes to fully comply with all applicable laws and regulations concerning export controls, re-exports, embargos, and economic and trade sanctions, specifically including:
– Regulation (EU) 2021/821 (and its subsequent amendments) relating to dual-use items;
– Regulations and Decisions of the Council of the European Union concerning economic and trade sanctions (e.g., embargoes, asset freezes).

8.2. The Purchaser further undertakes to provide Elettronica Conduttori, upon request, with an End-User Certificate (EUC) or equivalent documentation prior to the delivery of the Products, as a condition precedent to the actual delivery thereof.

8.3. Specifically, the Purchaser undertakes not to export, re-export, transfer, or make available, directly or indirectly, the Products to any countries, territories, persons, or entities subject to sanctions or restrictions by the European Union, nor to use them for purposes prohibited by applicable law.

8.4. The Purchaser warrants that the Products will not be intended, in whole or in part, for prohibited uses, including – by way of example – applications related to unauthorized military activities or the proliferation of weapons.

8.5. The Purchaser undertakes to promptly notify Elettronica Conduttori should it become aware of any potential or actual violations of the regulations or obligations referred to in this clause.

8.6. The Purchaser undertakes to promptly inform Elettronica Conduttori of any intention to re-export the Products to countries, persons, or for uses that may require specific authorizations or be subject to restrictions.

8.7. The Purchaser will be solely responsible for the compliance of its own resale, integration, and re-export activities with applicable laws and will indemnify and hold Elettronica Conduttori harmless from any damages, costs, penalties, or liabilities arising from violations attributable to the Purchaser or its downstream customers.

8.8. The Purchaser assumes full liability in relation to any unauthorized export or re-export of the Products and undertakes to indemnify and hold Elettronica Conduttori harmless from any damage, cost, loss, penalty, or claim, including legal fees and costs incurred by Elettronica Conduttori for internal or external investigations, arising from breaches of applicable regulations, including those committed by third parties within its own supply chain.

8.9. Any breach, even partial, of the obligations set forth in this clause will constitute a material breach pursuant to Article 1456 of the Italian Civil Code, and will entitle Elettronica Conduttori to terminate the contract with immediate effect by simple written notice, without prejudice to any claim for damages.

9. Competent court and applicable law

9.1. Any disputes regarding the interpretation, validity, applicability or termination of the GTS is subject to the exclusive jurisdiction of the Court of Turin (Italy).

9.2. The GTS are exclusively governed by the Italian Law and, in the event of sale to a foreign party, the Vienna Convention on the international sale of goods dated 11 April 1980 is not applicable.