CONDITIONS OF SALE

General aspects and subject of the Contract

These general conditions of sale (“General Conditions” hereinafter) govern all business relations between the company GRUDEN PADOVA S.P.A. (“the Vendor” hereinafter), with registered office at Via Enrico Mattei 12, Maserà di Padova (Padua), TIN/VAT reg n° 04769590284, and the customer (“the Customer” hereinafter), having as its subject the sale of the Vendor’s products (“the Products” hereinafter) and concluded by acceptance of the Offer (also “the Contract” hereinafter).

The “Vendor” is a leading manufacturer of flexible plastic packaging.

The term “Customer” shall mean any natural person or legal entity acting in the capacity of an entrepreneur and/or in any event for purposes relating to their entrepreneurial, trade and/or professional activity.

The “Products” for sale are those identified singly in the Offer and in the attached Technical Data Sheet, and are customized on the basis of needs and/or requests expressed by the Customer.

Where a Declaration of Compliance of the Product for contact with food is issued by the Vendor, it shall be deemed to have been issued in accordance with national and EU legislation, unless agreed differently in writing.

The signing and in any event the acceptance of the Offer by the Customer, however expressed, entails unconditional acceptance of these General Conditions, without any need for an express reference to be made thereto, or for any specific agreement in this regard.

Any deviation from the selfsame conditions shall be effective only if agreed in writing by the Parties, and limited to specifically identified sales.

These General Conditions of Sale shall prevail over any General Conditions of Purchase incompatible with them, unless expressly indicated otherwise in writing.

Procedures for conclusion of the contract. Offer and Technical Data Sheet.

The contract proposal is made up of the Offer (also “Offer” hereinafter) and the Technical Data Sheet attached thereto.

The Offer indicates the price, terms and procedures for payment, and the terms and procedures for delivery and shipment of the Product.

The Technical Data Sheet is prepared by the Vendor on the basis of the information and needs provided and expressed by the Customer, and contains all the specifications of the Product such as, by way of example and implying no limitation, dimensions, colour, composition, weight and method of use.

To ensure that the Product identified in the Offer and the relative Technical Data Sheet responds to the needs of the Customer, the Customer shall provide the Vendor with the blueprint and/or at all events the technical drawings of the packaging machine(s) on which the Product will be used.

The validity of the Offer will be indicated in each case in the Offer itself, and acceptance of the Offer received after the validity date has passed will not be binding on the Vendor, unless agreed differently in writing.

Any changes to the Offer requested by the Customer and accepted by the Vendor shall constitute a new contract proposal, resulting in the issue of a new Offer.

The Contract is concluded at the moment of the Customer signing the Offer and/or expressing acceptance thereof in whatever form.

Once the Offer has been signed and/or accepted, the Vendor will send the Customer the Order Confirmation form which, in the event that the Offer has been accepted but not signed as yet by the Customer, will require the latter’s signature.

Once the Order Confirmation has been sent by the Vendor, the Customer can cancel and/or amend the order only with the prior written consent of the Vendor, in which case the Vendor will be entitled to charge the costs of graphics and print systems to the Customer (see article 3.2.).

Prices, methods and terms of payment

The prices of the Products are those indicated in the Offer and do not include VAT, which will be quantified at the time of raising the invoice. Unless stated differently in the Offer, all prices indicated in the selfsame Offer are quoted inclusive of shipping.

Indicated separately in the Offer, by the box denoted “total print systems”, is the cost of preparing graphics and print cylinders, if any; the amount in question includes the costs of compliance with industry regulations that require packaging products to be appropriately labelled in order to facilitate their collection, reuse, recovery and recycling, as well as ensuring that consumers are properly informed (Legislative Decree n° 116/2020).

Importantly, the useful life of print systems is limited, and when no longer viable the systems must be disposed of; accordingly, once 12 (twelve) months have elapsed from the date of the first shipment and/or delivery, if further deliveries are planned or are requested by the Customer, the Vendor is entitled to apply the “print systems” charge a second time.

The invoice is issued by the Vendor at the moment of shipping the Product and the relative payment shall be remitted in accordance with the terms and methods indicated in the individual Offer, established for the benefit of the Customer.

In the event of failure to remit payment of the amounts due in accordance with the terms indicated in the Offer, or if there is good reason to fear that the solvency of the Customer is in doubt (for example, and implying no limitation, on the basis of repeated late payments, failure by the selfsame Customer to honour other contracts concluded with the Vendor, seizures and/or distraints, notifications of non-payment, negative reports following specific investigations, etc.), the Vendor will be entitled to suspended supply services with immediate effect until overdue payments are made good by the Customer. In this situation, the Vendor is entitled to notify the Customer that the provision of Article 1186 of the Civil Code has been invoked and to demand that the Customer pay the full amount immediately in a single remittance.

Delivery and Shipping Terms

The Terms of Delivery and Shipping are stated in the Offer and are not contractually of the essence: accordingly, failure by the Vendor to comply with these terms does not of itself constitute a breach.

In particular, the Vendor shall not be answerable for any delays occasioned by the Vendor’s own suppliers or other causes of force majeure; causes of force majeure are understood to be any circumstance and/or event beyond the control of the Vendor, for example, but implying no limitation, difficulties in procuring raw materials and/or labour on the market, shortages of raw materials, fires, strikes, lockdowns, measures imposed by Authorities and/or other extraordinary events causing or liable to cause a break in production.

In the event of the Offer containing no indication of a definite term, shipment of the Products will be made, in the case of a first shipment, within 6 (six) months after the Order Confirmation was sent; in the case of further shipments subsequent to the first, within 6 (six) months following the date of the last shipment.

If delivery is indicated in the Offer as “carriage paid” or DAP (Incoterms 2020), shipment of the Product will be arranged and paid for by the Vendor and delivered to the place indicated by the Customer and stated in the Offer, and the obligation to deliver the Product regarded as fulfilled on receipt thereof by the Customer; the Vendor will notify the Customer of the shipment by e-mail before the Product is handed over to the carrier.

If, in the case envisaged in article 4.4., the Customer refuses to take delivery of the Products without justifiable reason, the Products will be held in storage by the Vendor, and the Vendor entitled to charge the Customer for the relevant costs calculated in accordance with article 4.6. below.

In the event that delivery is indicated in the Offers as “Ex Vendor” or EXW (Incoterms 2020) and the Customer should default or delay in making collection of the Products by the Delivery Date indicated, the Vendor will be entitled to charge the Customer storage costs, from a minimum of €5 (five euros) to a maximum of €10 (ten euros) per pallet for each day that the Products remain at the Vendor’s warehouse after the delivery date has passed, unless agreed differently.

In the cases envisaged by articles 4.5 and 4.6, once 3 (three) months have elapsed following the Delivery Date without the Customer accepting or collecting the Product, the Vendor will be entitled to cancel the contract: in this situation the Vendor will in any event be entitled to demand payment of the invoices issued, as penalty for breach of contract, as well as to demand payment of the storage costs accrued up to that moment, while retaining the right to claim compensation for further damage.

Where delivery is indicated as “ex vendor” or EXW, the Vendor is under no obligation to arrange for loading of the Products onto the transport vehicle and, in any event, the Vendor will not answer for damage resulting from incorrect and/or in any way unsuitable loading methods.

Any change to the Delivery and Shipping Terms must be agreed in writing.

Product Warranty. Reporting.

For all matters not expressly covered in the present General Conditions, the Product Warranty is governed by Articles 1490 et seq. of the Civil Code.

The Vendor guarantees solely that the Products respond to the specifications indicated in the Technical Data Sheet attached to the Offer, thus particularly excluding any guarantee in the event of the Customer putting the Products to uses other than those for which they were made and/or inconsistent with the indications provided in the Technical Data Sheet and/or in any event with the indications given by the Vendor.

The Customer is expected to verify the conformity of the Product with the Offer at the moment of delivery by the carrier or, in the case of delivery “Ex vendor”, at the moment when the Product is collected at the premises of the Vendor. Any discrepancy with regard to the quantity, nature or type of Products and/or in any event the outward characteristics of the selfsame products, for example, but implying no limitation, their colour, graphics, appearance, etc., must be reported in writing within 8 (eight) days of delivery. The date of the Transport Document shall be binding, even if not signed by the Customer.

In the case of hidden defects, the provisions of the Civil Code shall apply, with the reporting period of 8 (eight) days commencing on discovery of the defect and/or discrepancy.

As specified in article 1.4. of these General Conditions, Products sold by the Vendor are customized according to the needs and/or in any event to the specific requests of the Customer, not least according to the characteristics of the packaging machine in which the Product will be used and on the basis of the technical drawings and/or blueprints delivered to the Vendor by the Customer (article 2.4); consequently, it is the responsibility of the Customer to notify the Vendor promptly of any changes and/or technological innovations concerning the packaging procedure/s, being certain to supply the new technical drawings and/or blueprints, so that the Vendor will be able to make the necessary changes to the Products and, if need be, to present a new Offer. It is understood that the Vendor will not be answerable on any account in the event of the Product malfunctioning as a result of the aforementioned changes not being communicated.

In the event of any verifiable defect and/or inconsistency being detected in the Products, the Vendor will take back the defective items, bearing the relative expense, and replace them with others having the same specifications as indicated in the Offer and in the relevant Technical Data Sheet.

Only in the event of new defects and/or inconsistencies being discovered by the Customer in the replacement Products and/or in Products delivered thereafter will the Customer be entitled, while under obligation to report the defects or inconsistencies, either to request the cancellation of the contract or to ask for a price reduction in accordance with statutory regulations.

The reporting and/or in any event the existence of defects and/or inconsistencies in the Products shall not entitle the Customer to suspend payments.

At all events, compensation for any further damage is excluded: in particular, for example but implying no limitation, the Vendor cannot be held liable for any claim made against the Customer by third parties, nor similarly for damages relating to loss of income resulting from use or from non-use or from installation of the Product, unless wilful misconduct or gross negligence on the part of the Vendor can be demonstrated.

Applicable law and jurisdiction

All contracts to which these General Conditions apply shall be governed by the laws of Italy.

All disputes concerning the application, interpretation and/or execution of the present contract shall be submitted to the jurisdiction of the Padua Law Courts.