Article 1 - Contract

1.1 These General Conditions apply to all sales of Products between Eur-Acciai Spa based in Usmate – Velate, Viale delle Industrie n. 1 ("Seller") and the Buyer.

1.2 Formation of the contract

1.2.1 The request for any order by the Purchaser constitutes full and unconditional acceptance of these General Conditions, which can only be waived in writing between the Parties and even in this last case, these General Conditions will continue to be effective and execution in the parts and conditions not derogated from.

1.2.2 The Purchaser undertakes to read, before proceeding with the confirmation of the Order, these General Conditions of Sale and to accept, by placing a tick (so-called Flag”) in the relative box.

1.2.3 Any general conditions of the Buyer will not be applied, not even partially, if not expressly accepted in writing by the Seller. The same provision applies in relation to any annexes to these General Conditions or to orders that come from the Purchaser and which contain provisions relating to guarantees, terms and responsibilities of the Seller and which in any case represent a modification and/or variation of the conditions and rights contemplated in these General Conditions.

Art. 2 – Definitions

2.1 Unless otherwise indicated, the following terms will have the meaning detailed below. Parties: intended as the Seller and the Buyer of goods and/or products and/or services.

Goods/s - Products: raw materials (by way of example: coils, plates, strips, strips, or portions of them, as well as the result of Processing Activities and any other semi-finished product).

Processing activity: flattening, cutting, stripping process, or processing process carried out on raw materials and/or semi-finished products, by way of example, any activity aimed at transforming the product into length, width, weight and quality.

Contract: indicates the Purchase Order Confirmation of the Seller's products with indication of the Technical Specification of the goods.

Technical Specification: indicates the technical, constructional and functional characteristics relating to the Product identified in the Order Confirmation with the wording: description of the goods, thickness, width, length, quality, number of sheets, quantity Kg.

Article 3 - Object

3.1 Order Confirmation

3.1.1 These General Conditions will govern the relations between the Seller and the Purchaser established from time to time through the Order Confirmation.

3.2 Technical specification

3.2.1 The Products are described in the Technical Specification indicated in the Purchase Order Confirmation.

The weights, dimensions and nominal quantities of the Product will be intended as indicative, assuming the usage tolerances envisaged by the sector regulations in force upon acceptance of the Order Confirmation.

3.3 Acceptance

3.3.1 The Order Confirmation is to be considered binding for the Purchaser upon receipt of the same by mail and/or fax to the address indicated by the Purchaser and/or different address agreed between the Parties at the request of the Seller.

Once 24 hours have elapsed from the Seller's sending of the Purchase Order Confirmation, without any dispute being raised by the Purchaser, the latter will be bound to purchase from the Seller the Products with the Technical Specifications indicated in the Purchase Order Confirmation. order and under the conditions indicated therein.

The Parties waive any dispute and objection regarding the validity of the Purchase Order Confirmation based on electronic transmission.

Art. 4 – Changes to Order Confirmation

4.1 After the Acceptance of the Order Confirmation, therefore after 24 hours from the sending of the same, the Purchaser will no longer be authorized to request modifications to the same or cancel it.

4.2 The Seller will consider itself free to accept, notwithstanding the preceding paragraph, any Modifications to the Purchase Order, by means of prior written communication in electronic form, charging the Purchaser for all costs relating to the requested modifications, in particular relating to Processing Activities of the material already performed in favor of the same.

Article 5 - Delivery

5.1 Packaging

5.1.1 The seller will arrange for the packaging according to the rules of use, taking into account the nature of the goods being shipped and the transport used.

5.1.2 The Seller may provide for an extra price for particular types of packaging which will be agreed and indicated in the Order Confirmation.

5.1.3 The seller is in any case exonerated from any liability for losses and damages which do not depend on the Seller's willful misconduct or gross negligence and are not a direct and immediate consequence of his behaviour.

5.2 Incoterms

5.2.1 Any reference to commercial terms (DAT, EXW, DAP…) is to be understood as a reference to the Incoterms of the International Chamber of Commerce.

5.3 Terms of Delivery

5.3.1 Unless otherwise agreed expressly indicated in the Order Confirmation, the delivery term indicated in each order starts from the latest of the following dates:

  1. from the date of Acceptance of the Order Confirmation indicated in art. 3.3 in particular, 24 hours after the Order is sent by electronic communication by the Seller.
  2. From the date of receipt by the Seller of the down payment and/or purchase price agreed between the Parties before delivery of the Products.

5.3.2 Upon expiry of the delivery term, the Seller has the right to a reasonable "grace period" starting from the end of the contractual term, without which the Seller cannot be held responsible for the delay, to be understood Free Departure 2 working days.

5.3.3 If delivery is delayed by a force majeure event, or by an act/behavior/omission of the Purchaser, an extension of the delivery term will be granted such as to reasonably take into account all the circumstances of the case.

5.3.4 In the event of a delay in Delivery after the expiry of the so-called Grace term provided for in art. 5.3.5, the Purchaser may request, after formal notice from the Seller, compensation for the actual damage demonstrated by the same, within the maximum limit of 10% of the price of the Products delivered late.

5.3.6 In the event of failure to collect the Products at the place and time established in the contract for any reason not attributable to the Seller, the Purchaser shall in any case carry out all the contractually envisaged payments as if the Products had been delivered.

5.3.7 In this case, the Seller will store the Products, at the Buyer's expense and risk. The Seller will also have the right to reimbursement of all justified expenses incurred in executing the contract, not covered by the payments received, without prejudice to any other action against the Purchaser for non-collection of the Products.

5.4 Shipping

5.4.1 Unless otherwise agreed between the parties, the Seller will establish the route and the means of transport as well as the choice of shippers and carriers.

5.4.2 Unless otherwise agreed, the shipping, delivery, packaging and transport documents will be prepared by the Seller on the basis of its own logistical procedures.

Art. 6 – Transfer of risk

6.1 Unless otherwise agreed between the Parties, the risks pass to the Purchaser upon arrival of the Products at the place agreed for delivery and from the moment in which the Purchaser is required to take delivery of the Products according to the applicable Incoterms.

6.2 The Seller is not liable in any case for the loss or damage to the Products which occurred under the transfer of risk. In no event shall the Purchaser be released from the obligation to pay the Price when the loss or damage to the Products occurs after the transfer of risk.

6.3 Transfer of Ownership

6.3.1 the Transfer of ownership of the Products to the purchaser will take place exclusively against full payment of the Products.

Art. 7 – Price and payment conditions

7.1 The Price will be that indicated on the Seller's Purchase Order Confirmation.

7.1.1 The prices indicated in the Purchase Order Confirmation may be subject to revision by the Seller in the event of a change in the Seller's costs, for example for the Processing and transport activity.

7.2 Payment Terms and Conditions

7.2.1 If the Parties have agreed to defer payment with respect to delivery, this must be done, no later than the terms indicated in the Order Confirmation by bank receipt, bank transfer or other agreed means. The payment is considered completed when the amount becomes available to the Seller at his bank.

If the Parties have agreed on the advance payment of the Price, unless otherwise specified, it is assumed that the payment refers to the entire Price.

7.2.2 If the Purchaser's credit insurance coverage has been reduced and/or revoked during the supply, the Seller will be authorized to modify the payment terms indicated in the Order Confirmation by means of written communication by e-mail to the Purchaser .

7.3 Default interest

In the event of late payment, even partial, within the agreed date, the Seller will have the right to ask the Purchaser for default interest for late payment at the rate established by EC Directive 2000/35/EC and 2011/7/EU "Fight against late payments in commercial transactions”. Interest runs from the due date until the date of actual payment.

7.4 Consequences of delay and non-payment

7.4.1 the delay or non-payment implies that: a) the Seller may suspend the execution of the Orders in progress and refuse to accept new Orders until the full payment of the outstanding invoices. b) the Seller, upon sending by means of payment notice, within the following 15 days, can demand immediate payment of the entire amount of all unpaid invoices,

not yet expired. c) The Seller will have the right to modify the terms and conditions of payment of further supplies.

7.5 Offsets

7.5.1 The Purchaser may not offset payments due to the Seller in relation to any claim, not even by way of compensation, unless otherwise authorized in writing by the Seller.

7.5.2 Any dispute raised by the Purchaser or should in any case arise between the Parties, cannot suspend or delay the Purchaser's obligation to pay the Price at the agreed deadlines, nor the other contractual obligations.

Art. 8 – Returns checks and Complaints

8.1 Immediately upon receipt of the Products, the Purchaser must check the packaging in order to ascertain the existence of any sign of damage and/or tampering with it.

8.2 In the event that you detect damage and/or tampering, or shortages of Products or errors in documentation, you must immediately notify the carrier and indicate it on the delivery note.

8.3 Conditional Acceptance of Products without justification or with unfounded justification is not effective.

8.4 the Purchaser must check the Products and the Transport Documents. Any flaws and defects in the Products must be reported within (8) days of Delivery of the Products to the Purchaser in the event of a defect that is evident and/or detectable at first sight (by way of example and not limited to, the Parties agree that the oxidation defects, flatness, surface defects, engravings, scratches, dents, cuts), or within (8) days from the discovery of the defect, if hidden, under penalty of forfeiture. After this period of time, the Products will be considered fully and unconditionally accepted by the Purchaser.

8.5 If said defects are promptly reported within the terms indicated in the previous paragraph, the term established by law of (12) months from delivery of the Products for the exercise of the action remains unaffected, under penalty of prescription of the Seller's warranty right.

8.6 In the event of defects promptly reported due to lack of quality or lack of conformity of the Products, the Seller may send a representative to examine the problems reported for the purpose of an appropriate assessment of the possibility of replacement.

8.7 In the event of prior and explicit consent from the Seller to return the damaged Products for replacement, the Purchaser shall bear the costs and risk of transport, unless otherwise agreed. The replacement of damaged Products will take place, unless otherwise agreed, at the expense and risk of the Seller.

8.8 Any flaws or defects in the Products delivered cannot be reported by the Purchaser, during the duration of the Seller's warranty, in the event that such Products have already been processed, even only partially, by the Purchaser, or incorporated into Products, machinery or equipment of the Purchaser or third parties commissioned by the same.

Article 9 - Warranty

9.1 The seller guarantees that the Products comply with the Technical Specifications and the certifications issued (with the Tolerances indicated in the Technical Specifications or contractually agreed or foreseen according to international standards) for the warranty period provided for by the delivery of the products. In any case, the seller assumes no responsibility for the applications and operations to which the product will be subjected at the buyer's or whoever's for him, nor assumes any guarantee regarding the marketability, quality and suitability of the product for specific purposes.

Art. 10 – Limitation of Liability

10.1 The Seller will not be responsible for any indirect or consequential arising from the Products, including, but not limited to, loss of profit (direct or indirect), loss of turnover.

10.2 If the Seller is required to compensate the Buyer for damages, such damages may not exceed the value of the damage which the Seller could reasonably have foreseen at the time of execution of the contract.

10.3 The buyer is obliged at all times to take all necessary measures to mitigate the loss that has occurred. If the Buyer neglects to do the above, the Seller can claim a reduction of the damages.

10.4 It is understood that the compensation for any damage due by the Seller to the Purchaser cannot exceed an amount equal to the value of the Price of the defective Product.

Art. 11 – Force Majeure

11.1 Each party may suspend the execution of its contractual obligations when such execution is made impossible or reasonably burdensome due to an unforeseeable impediment beyond its control, such as, by way of example, general or company strike, boycott, lockout, fire, war (declared or not), civil war, riots, revolutions, embargoes, power outages, natural disasters of all kinds, delays in the delivery of raw materials.

11.2 The Party that intends to make use of this clause must immediately notify the other in writing of the occurrence of the event and the cessation of the circumstances of force majeure.

11.3 if the suspension due to force majeure lasts more than 60 days, each party will have the right to terminate the contract, with 10 days' notice to be communicated to the other party in writing.

Art. 12 - Jurisdiction

12.1 All contracts and orders governed by these General Conditions are governed by Italian law, including, if the Purchaser is not of Italian nationality, the United Nations Convention on the International Sale of Goods (Vienna 1980).

12.2 Any dispute deriving from this Contract or in relation to it will be decided by the Court of Monza which the parties elect as the exclusive forum.