1.Scope of Application

1.1. These General Conditions of Sale (hereinafter "GCS") shall govern all commercial relationships between the Supplier and the Purchaser concerning the supply of plastic Products for agriculture and/or of the ancillary services manufactured or provided by the Supplier.

1.2. The Purchaser's acceptance of the offer or the Supplier's confirmation of the Order implies the full and unconditional acceptance of these GCS, which shall prevail over any existing Purchaser's conditions of purchase or pre-existing agreement, save for an express waiver agreed upon in writing with the Supplier.

2.Formation and Acceptance of the Contract

2.1. The Supplier's offers and quotations shall not be considered binding on the Supplier and shall be valid for a limited period, as specified in the offer itself.

2.2. The Contract shall be deemed concluded exclusively when the Supplier sends the written confirmation of the Order to the Purchaser (by mail, fax, or e-mail) or, in the absence of written confirmation, upon the commencement of the supply's execution by the Supplier. The Purchaser expressly waives the right to contest the validity of the Contract if the Order Confirmation was not received but the Supplier commenced the execution of the supply.

2.3. Any amendments or additions to the Order subsequent to the acceptance shall be valid only if accepted by the Supplier in writing.

3.Technical Data, Documentation, and Compliance

3.1. The data, illustrations, weights, and dimensions contained in the Supplier's catalogues, price lists, technical sheets, and commercial documentation are for guidance only and are non-binding, unless expressly referenced in the Order and in the related confirmation.

3.2. The Supplier warrants that the Products comply with the Italian technical and legal regulations in force at the time of supply and with the technical specifications described in the Technical Annexes.

3.3. The Purchaser shall be responsible for the accuracy of the technical data and specifications supplied to the Supplier for the production or customization of the Products.

3.4. The Supplier represents and warrants that the Products ordered are fit for their intended purpose, and that the Purchaser has read and accepted the storage, use, and maintenance obligations set forth in the Technical Annexes of these GCS.

4.Industrial and Intellectual Property

4.1. All industrial and intellectual property rights related to the Products, designs, schemes, prototypes, know-how, and technical documentation shall remain the exclusive property of the Supplier, even if such elements have been created upon the Purchaser’s specific request.

4.2. Should the Supplier develop specific works upon the Purchaser's commission and the related consideration fully covers the development costs, the intellectual property rights to such works shall be assigned to the Purchaser upon final settlement of the consideration. The assignment of rights shall take place to the maximum extent permitted by Italian law and shall be limited to the specific work, without including the Supplier's reusable elements.

4.3. The Purchaser undertakes not to copy, reproduce, or disclose such information and documentation to third parties, in whole or in part, without the Supplier's prior written authorization.

4.4. The Supplier warrants that the Products comply with current patent legislation and do not infringe upon the rights of third parties. In the event of a dispute, the Supplier's liability shall be limited to the provisions set forth in Article 12.

4.5. The Supplier warrants to hold the Purchaser harmless from any liability arising from claims by third parties regarding counterfeiting or infringement of industrial property rights on the Products supplied. This indemnity is conditional upon the Purchaser's timely written notice to the Supplier of the claim, so that the latter may assume a suitable legal defense.

4.6. The warranty referred to in Article 4.5 is expressly excluded should the third-party claim arise from a product manufactured according to specifications, drawings, or instructions provided directly by the Purchaser. In such event, the Purchaser undertakes to indemnify and hold the Supplier harmless from any cost, expense, or damage.

5.Price and Invoicing

5.1. The Prices of the Products shall be those indicated in the Supplier's price list in force on the date of Order acceptance, unless otherwise agreed in writing.

5.2. The Supplier reserves the right to modify the agreed Price, even after the Order Confirmation, should the increase in the cost of raw materials, transport, or energy undergo a variation exceeding 10 (ten)% of the total Order Price, between the date of the Order Confirmation and the date of execution of the supply.

5.3. In the case indicated in Article 5.2, the Supplier shall promptly notify the Purchaser in writing. The Purchaser shall have the right to withdraw from the Contract by sending a written notice to the Supplier within 5 (five) working days from the receipt of the variation. After this period has elapsed without withdrawal, the Price variation shall be deemed accepted.

5.4. Unless otherwise stated, the Prices are understood to be EXW (Ex Works) at the Supplier's premises, exclusive of VAT, packaging costs, transport, duties, and any other taxes or charges.

5.5. The Supplier shall issue a regular invoice on the date the Products are shipped.

6.Terms and Methods of Payment

6.1. Payments shall be made by the Purchaser within the terms and using the methods indicated in the invoice.

6.2. In case of non-payment or late payment, the Purchaser shall be obliged to pay the Supplier, pursuant to Italian Legislative Decree No. 231/2002 and subsequent amendments, default interest from the payment due date until the effective settlement, in addition to compensation for any further damages.

6.3. Non-payment of even a single invoice, or failure to comply with the agreed terms, grants the Supplier the right to suspend the execution of further orders and/or to terminate ongoing contracts.

7.Reservation of Title

7.1. Title to the Products supplied shall remain vested in the Supplier, pursuant to art. 1523 of the Italian Civil Code, until the date on which the Purchaser has fully satisfied all payment obligations.

7.2. The Purchaser is obliged to safeguard the Products subject to the reservation of title with due diligence and to immediately inform the Supplier in the event of attachment, seizure, or any other enforcement or insolvency proceedings initiated by third parties against it.

8.Delivery and Transfer of Risk

8.1. Delivery shall be completed upon the Products being placed at the Purchaser’s disposal at the Supplier’s warehouse (EXW), or upon the delivery of the Products to the first carrier.

8.2. Should the Supplier undertake to arrange the transportation, it shall act merely as the Purchaser's agent. In the case of Orders with a value exceeding Euro 10,000.00 (ten thousand), all costs and risks related to transport, including loss or damage, shall pass to the Purchaser upon delivery to the first carrier.

8.3. Upon receipt of the goods, the Purchaser bears the burden of verifying the integrity of the packaging and the quantitative compliance, and, in the event of apparent defects, must place specific reservations on the transport document, failing which the right to claim shall be forfeited.

8.4. Should the Purchaser fail to be current with Payments relating to the current Order or to previous supplies, the Supplier shall have the right to suspend the execution of the Delivery terms and to withhold the Products until the full payment of the sums due, without the Purchaser being entitled to raise exceptions or claims for damages.

8.5. If, due to causes not attributable to the Supplier, the Purchaser or the designated carrier fails to collect the Products on the communicated date of goods availability, the Supplier shall have the right, after written notice, to proceed with storage. In such case:

a) The risk of loss or damage shall pass to the Purchaser as of the date of said notice;

b) Storage and insurance costs shall be entirely borne by and at the risk of the Purchaser;

c) The invoice shall be issued on the date of said notice, making the Price immediately due and payable.

9.Delivery Times and Justifiable Delays

9.1. The delivery times, even if indicated as mandatory or binding, shall be considered merely indicative and non-essential.

9.2. The Supplier shall not be liable for the non-fulfilment of its contractual obligations caused by Force Majeure events or by any other event beyond its reasonable control. In such cases, the Supplier undertakes to provide prompt written notice to the Purchaser and to make reasonable efforts to mitigate the effects of the event and resume performance as quickly as possible.

9.3. Upon the occurrence of a Force Majeure event, the delivery times shall be automatically extended for a period equal to the duration of the event itself.

10.Return of Products (Non-Defective)

10.1. The return of non-defective and correctly supplied Products shall only be accepted upon the Supplier's prior written authorization, and provided that the Products are intact, in their original packaging, and are not customized.

10.2. Any costs related to the transport of unauthorized returns shall be the sole responsibility of the Purchaser.

11.Export

11.1. In the event of sale and shipment to non-EU countries, the Purchaser shall be solely responsible for obtaining any necessary licenses or authorizations for the import, re-export, and use of the Products.

11.2. The Purchaser undertakes to comply with all applicable laws and regulations concerning export control, particularly those relating to the origin and final destination of the Products.

12.Warranty for Defects and Conformity

12.1. The Supplier warrants that the Products are free from defects in material and workmanship for a period of 6 (six) months starting from the date of delivery.

12.2. The warranty is expressly excluded for:

a) Defects arising from improper use, negligence, or non-compliance with the instructions for use and the storage obligations specified in the Technical Annexes;

b) Normal wear and tear, tampering, or modifications made by the Purchaser or third parties.

12.3. Should, following technical verification, the defects or faults reported not be attributable to the Supplier's liability, but derive from external causes (e.g., improper use, poor storage), all verification, repair, and/or replacement costs shall be entirely charged to the Purchaser.

13.Claims and Notification of Defects

13.1. The Purchaser shall forfeit the warranty if it fails to notify the Supplier of apparent defects within 7 (seven) days of receiving the goods. For latent defects, the notice must be received within 7 (seven) days of their discovery, and in any case, within the 6 (six) month warranty period.

13.2. The claim must be submitted in writing, detailing the defect found, and must be accompanied by photographic documentation and evidence of non-compliance with storage requirements, if relevant.

14.Liability and Remedies

14.1. Following a valid claim recognized as founded by the Supplier, the Supplier's obligation shall be limited, at its sole discretion, to the replacement of the defective Product or to the issuance of a credit note for an amount equal to the Price of the non-conforming Product.

4.2. The Supplier's liability shall be strictly limited to the value of the defective Product and, in any case, excluded for indirect damages, loss of profit or opportunity, or any other consequential damage arising from the Purchaser's use or inability to use the Products.

15.Limitation of Liability

15.1. The compensation for damages owed by the Supplier to the Purchaser, for any reason whatsoever and save for liability arising from willful misconduct or gross negligence, shall in no event exceed a maximum amount equal to 100% of the selling price of the Product that gave rise to the damage.

16.Indemnity and Hold Harmless

16.1. The Purchaser undertakes to indemnify and hold harmless the Supplier against any claim, loss, liability, cost, or expense (including reasonable legal fees), raised by third parties, that arise directly or indirectly from:

a) Any breach by the Purchaser of the obligations and warranties set forth in these GCS;

b) Any infringement of intellectual property rights, trademarks, patents, trade secrets, or any other third-party rights, arising from the Purchaser's use;

c) Acts of negligence, willful misconduct, or detrimental conduct by the Purchaser in the use of the Products.

16.2. The Purchaser must promptly check any existing non-conformity and the suitability of the Products for its specific production process or application. The Purchaser undertakes to hold the Supplier harmless from any liability arising from the failure or incorrect observance of these obligations and the storage and maintenance instructions.

17.Non-Performance and Express Termination Clause

17.1. The Supplier shall have the right to terminate the Contract by law, pursuant to Article 1456 of the Italian Civil Code, by written notice to the Purchaser via Certified Electronic Mail to the address agroplast@pec.it or registered letter with return receipt, should the Purchaser fail to perform one of the following essential obligations:

a) Failure to make payment within the contractual terms (Article 6);

b) Breach of the obligations related to Industrial Property (Article 4);

c) Non-observance of the Reservation of Title (Article 7).

18.Confidentiality

18.1. Each Party undertakes to keep strictly confidential the Confidential Information exchanged electronically, by telephone, or in writing, using such information exclusively for the performance of this Contract. The Parties agree not to disclose, directly or indirectly, such information to third parties without the prior written consent of the other Party.

18.2. The confidentiality obligation shall extend to the employees, collaborators, consultants, and subcontractors of each Party, who must be informed of the obligation and bound to comply with it through an undertaking no less restrictive than that provided for in this Article.

18.3. The confidentiality obligation shall not apply to information that:

a) Is in the public domain at the time of disclosure or becomes so thereafter for reasons not attributable to the Parties;

b) Was already known to the Parties prior to the conclusion of this Contract;

c) Was obtained by the Parties through third parties who lawfully disclosed it;

d) Must be disclosed pursuant to provisions of law or by order of a judicial or administrative authority. In this event, the Party served by the Authority must promptly inform the other Party of the request, to the extent permitted by law.

18.4. The confidentiality obligations referred to in this Article shall remain valid and binding throughout the term of the Contract and shall survive its termination (for any reason whatsoever) for a period of 2 (two) years.

18.5. Without prejudice to any other legal remedy, in the event of a breach of this clause, the Party whose information has been disclosed without its lawful consent shall be entitled to claim damages suffered, in addition to seeking urgent injunctive relief.

19.Privacy and Data Processing

19.1. The processing of the Parties' personal data is subject to Regulation (EU) 2016/679 (GDPR). The Parties acknowledge that, with reference to the acceptance of the offer or the Order confirmation, two distinct areas of processing are defined:

a) Contractual Data Processing: The Supplier processes the Purchaser's data (e.g., master data, contact details, payment information) as the Data Controller.

19.2. The Parties acknowledge that the processing of personal data by the Supplier is governed in detail by a separate binding document pursuant to Article 28 of the GDPR, named Data Processing Agreement (DPA), which is annexed to these GCS and forms an integral part thereof.

19.3. The Supplier undertakes to:

a) Process personal data exclusively on documented instructions from the Purchaser;

b) Ensure the confidentiality and commitment to confidentiality of all persons authorized to process the data;

c) Implement all appropriate technical and organizational security measures to ensure a level of security commensurate with the risk.

19.4. The Purchaser, informed of its rights under Articles 15 to 22 of the GDPR (right of access, rectification, erasure, restriction of processing, objection to processing), may exercise such rights at any time.

20.Clause for Consumer Purchasers

20.1. Should the Purchaser qualify as a "Consumer" pursuant to Italian Legislative Decree No. 206/2005 (Consumer Code), the potential nullity or ineffectiveness of any of these clauses shall not entail the nullity of the entire Contract, and the mandatory provisions of said Consumer Code concerning statutory warranty shall apply.

21.Governing Law and Jurisdiction

21.1. This Contract and all legal relationships arising therefrom shall be exclusively governed by the Laws of the Italian Republic.

21.2. For any dispute arising out of or otherwise connected to this Contract, including those relating to its interpretation, validity, execution, and termination, when the Purchaser acts in the exercise of its business, commercial, craft, or professional activity, the Parties agree to submit the exclusive jurisdiction to the Court of Verona.

21.3. For any dispute arising out of or otherwise connected to this Contract, including those relating to its interpretation, validity, execution, and termination, where the Purchaser is a consumer (natural person acting for purposes unrelated to his/her business or professional activity), the mandatory territorial jurisdiction shall be that of the Judge of the place of residence or elected domicile of the consumer, pursuant to Italian Legislative Decree No. 206/2005 (Consumer Code).

22.Miscellaneous Provisions

22.1. Should one or more provisions of these GCS be deemed invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions.

22.2. These GCS and the related Technical Annexes constitute the entire agreement between the Parties and supersede any other prior understanding or verbal agreement.

22.3. Any amendment, addition, or waiver to these GCS must be agreed upon by the Parties and must be set forth in a document signed by both Parties, or it shall be void.

22.4. Should one or more provisions of these GCS be deemed void or unenforceable under the applicable law, such nullity or unenforceability shall not affect the validity of the remaining provisions. In such a case, the Parties undertake to negotiate in good faith the replacement of the invalid clause with a legally valid provision that reflects, as closely as possible, the intent and economic purpose of the original clause.

22.5. The failure or delay by one of the Parties to exercise a right under these GCS shall not constitute a waiver of that right, nor shall it prejudice its subsequent exercise. No non-performance, tolerated by the non-defaulting Party, shall constitute a waiver of the right to claim for that non-performance or any other future default.

22.6. All communications relating to this Contract must be made in writing and shall be deemed validly executed if sent via Certified Electronic Mail (PEC), registered letter with return receipt (A/R), or express courier, to the addresses provided by the Parties.