DEATEX General terms and supply conditions

1. Application terms
1.1 This agreement regulates and governs the business relationships between DEATEX s.r.l. (VAT N. 06505510153) and its Customers.
1.2 These General Conditions, unless expressly waived by the parties in writing, will apply to all orders received and confirmed by DEATEX.
1.3 These General Conditions are an integral part of each offer or order confirmation and will prevail over any other non-standard clause reported in forms or other documents drawn up by the Parties or by the Customer. Therefore, any provisions that differ from or conflict with these General Conditions or any purchase conditions set by the Customer will be binding for DEATEX only if accepted in writing.

2. Products
2.1 DEATEX designs, searches, develops and markets non-woven fabric, as well as the related semi-finished and finished products, in the framework of various industrial applications, also based on the technical specifications required by the Customer.

3. Orders and order confirmations
3.1 Orders must always be sent to DEATEX in writing.
3.2 Telephone orders will be considered as finalized upon transmission of an order confirmation by Deatex.
3.3 The Customer, by sending the purchase/supply order, acknowledges that the aesthetic characteristics, the technical and functional specifications of the materials and/or items ordered have been carefully examined and meet specific requirements and, therefore, are suitable for the intended use, either directly or indirectly.
3.4 DEATEX will have the right to reduce or increase the quantities indicated in the Order Confirmation to meet its packaging standards, in agreement with the Customer.
3.5 Purchase orders, prices applied, delivery schedules, transport costs and packaging standards will be considered finalized at the time of transmission of the Order Confirmation by DEATEX.
3.6 Any additions and/or changes in orders and/or cancellations of orders and/or delivery requests must be communicated in writing, within five working days after the shipment date reported in the Order Confirmation. In the case of orders with urgent delivery, the additions and/or changes must be communicated in writing within 48 hours of receipt of the Order Confirmation. Any changes in the order received after the aforementioned terms will be processed with the timing of a new order. Any supplementary agreements made verbally will not be valid unless confirmed in writing by DEATEX.

4. Prices
4.1 Prices are shown in the Order Confirmation. Unless otherwise specified, prices are expressed in Euro, after VAT, and include the packaging suitable for shipment.
4.2 In any case, prices do not include customs duties, export fees or taxes.
4.3 Any rise in prices due to increases in the cost of raw materials or other charges will be communicated by DEATEX with recalculation of the price to be agreed upon with the Client in writing.

5. Payments
5.1 Payments will be made within 30 days of the invoice date, unless otherwise agreed upon between DEATEX and the Customer, as reported in the Order Confirmation.
5.2 In the event of late or missed payment with respect to the terms indicated in the Order Confirmation, the Customer, without the need of a specific formal notice, will be charged with default interest at the current rate established by Legislative Decree 231/2002.
5.3 In the event of delays or missed payments, either total or partial, by the Customer for the delivered goods, DEATEX will have the right to suspend, until full payment of the outstanding balance, without any prior notice to the Customer, any further shipment, even if referring to a purchase order other than the one involved in the late/missed payment.
5.4 No claim or dispute will give the Customer the right to delay or suspend payments.

6. Transport and delivery
6.1 Once the product has been approved, DEATEX will agree upon with the Customer the methods and the transport costs which will be reported in the Order Confirmation.
6.2 Delivery will be based on the schedule agreed upon between DEATEX and the Customer in writing.
6.3 The delivery note will include, in addition to the data referring to the Customer's order, the following information:
a. Deatex Product Code and description;
b. Product Code assigned by the Customer;
c. Lot number;
d. Name of the manager in charge of the Customer;
e. Place of destination.
6.4 Every single product roll will have an identification label positioned above the plastic casing which indicates: number, lot, quantity and reference order, as well as delivery and billing address.
6.5 For each lot, DEATEX will send a relevant certificate of conformity.
6.6 DEATEX is always able to guarantee full traceability of its products, lot by lot, roll by roll. The same obligation will apply to the Customer.

7. Stock
7.1 DEATEX, once the item has been approved, may agree with the Customer upon a stock of products, without prejudice to the Customer's commitment to withdraw all goods within the set timeframes.
7.2 In any case, the Customer will be required to use the entire stock of goods present in the DEATEX warehouses before replacing the material or making changes.

8. Invoices
8.1 Summary invoices may be issued for multiple delivery notes, unless otherwise agreed upon with the Customer in writing.
8.2 Invoices will report the references of the delivery note.

9. Disputes on supplies and claims
9.1 Upon receipt of the goods, the Customer will examine the product supplied by DEATEX as far as regards quantity, identity and any differences and/or damage and/or defects that can be detected externally. If a non-conformity is detected at this level, the Customer must report it in the carrier’s documents and immediately inform DEATEX in writing.
9.2 Any differences in the quantity of goods delivered with respect to the order will not give the right to terminate the contract or suspend payments.
9.3 In order to ensure an optimal management of the goods, as well as evaluate any claims, the Customer will be required to comply with the FIFO procedure (first in first out).
9.4 Should the product supplied by DEATEX, even if perfectly conforming at the time of delivery, subsequently, even during the manufacturing process carried out by the Customer, in any way, be affected by faults/defects, the Customer will be required to:
- notify DEATEX in writing within 48 hours, reporting and describing the non-conformity detected;
- immediately interrupt the manufacturing process;
- withdraw the piece deemed to be non-conforming and possibly any other piece that will be identified and communicated by DEATEX.
9.5 The Customer, together with a complete and clear description of the non-conformity detected, will also be required to:
- indicate the lot and roll number;
- enclose a picture which clearly shows the non-conformity;
- indicate the total quantity of the nonwoven fabric involved;
- indicate the quantity of the pieces and/or meters of non-conforming product processed by the Customer (without prejudice to the limits specified in paragraph 9.10);
- indicate the value of the claim.
9.6 The material deemed to be non-conforming, even in the case of finished products, must be kept and made available.
9.7 After receiving the above-mentioned information, DEATEX, will inform the Customer about the following options:
- inspect the material claimed at the Customer’s Factory;
- request to send an adequate sampling referring to the entire claim for analysis and/or verification purposes.
9.8 Should DEATEX not recognize the non-conformity, in order to completely settle the claim, the aforementioned may decide to withdraw the non-conforming goods or, alternatively:
- replace the non-conforming goods at its own expense;
- pay an amount to the customer equal to the value of the non-conforming goods.
9.9 Unless otherwise agreed upon with the Customer in writing, DEATEX will not accept any debit notes.
9.10 In any case, DEATEX will be responsible for any processing costs incurred by the Customer within the limits of a product quantity considered strictly necessary for identifying the non-conformity, which is conventionally fixed at the maximum measure of 50 linear meters of product and/or 10 pieces of finished product. Should the Customer, for any requirements, continue the processing of the Product beyond the aforementioned limits, the aforementioned will have to bear the relevant processing costs.
9.11 In any case, DEATEX will not pay any claim management costs, which will be charged to the Customer.
9.12 DEATEX will not be liable for any consequential damages.

10. Warranty
10.1 The warranty by DEATEX will be provided within the limits specified in the product data sheet which the Customer, by issuing the supply/purchase order, declares to know and approve.
10.2 DEATEX, within the aforementioned limits, guarantees that the products delivered are conforming to those ordered and are not suitable to meet special requirements of the Customer or third parties, unless specifically reported in the order, with written confirmation of acceptance by DEATEX.

11. Changes
11.1 Any changes or amendments to the present Conditions must be reported in a written agreement entered into between DEATEX and the Customer.

12. Confidentiality
12.1 The Customer undertakes to keep confidential and to not disclose to third parties, throughout the duration of the relationship and for a further period of three years after delivery of the last supply of each product, any commercial-technical information, any data concerning the organization and the production methods and, in general, any information, including deeds, documents and data of a technical, operational, administrative, economic, commercial nature, or that constitute intellectual property, of any kind (even if not specifically qualified as “confidential”) of which the aforementioned may have become aware in the course of the business relationship.
12.2 More specifically, drawings, models, samples and the like may not be delivered or however made accessible to third parties.
12.3 Reproduction of these products and the use of such information are not permitted, except within the purpose of the contractual agreements, operational requirements and provisions of the law.
12.4 In any case, purchase of the products and their use, either direct or indirect, will not imply the transfer to the Customer of any intellectual property rights on the products sold.

13. Applicable law and court of jurisdiction
13.1 The supply relationship between DEATEX and the Customer will be governed by Italian Law.
13.2 The Court of Milan will have exclusive jurisdiction over any dispute concerning the supply relationship.

Caleppio di Settala (MI), 3rd september 2019.

Adolfo Stolfi

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