General Terms and Conditions of Sale

General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE “TPV Compound Srl”

1. ORDERS
1.1) Orders submitted to TPV Compound Srl are deemed accepted and the sale concluded at the time and place where TPV Compound Srl communicates its acceptance and as per the terms of such acceptance. In cases where, according to established practice, acceptance is not required, the sale is deemed concluded at the place where TPV Compound Srl receives the order and at the time when TPV Compound Srl proceeds with its execution. In such instance, the invoice issued by TPV Compound Srl shall also contain the applicable sales terms and condition.
1.2) Agents and intermediaries may not validly bind TPV Compound Srl. Any orders accepted by agents are conditional upon TPV Compound Srl approval.
1.3) All orders are accepted by TPV Compound Srl and the sales made exclusively in accordance with the general terms and conditions of sale thereof, with the only exception of any specific terms agreed in writing between TPV Compound Srl and the purchaser.

2. DELIVERY TERMS
2.1) Any date agreed for delivery of the ordered products or mentioned in the acceptance of the order is merely indicative.
2.2) Impossibility to perform (force majeure) and in general, any circumstance preventing, affecting or delaying the manufacture or delivery of the TPV Compound Srl products shall allow TPV Compound Srl to reduce, suspend or terminate its obligations. Qualifying events therefore include acts of war, strikes, fires, interruption of transportation, difficulty in the supply of raw materials or energy, restrictions or prohibitions imposed by a public authority, etc.
2.3) The failure to collect the goods, not proven by force majeure, shall give the seller the right to request the agreed price plus storage, safe-keeping and other charges, subject to TPV Compound Srl's right to require cancellation of the contract and compensation for damages.

3. PLACE OF DELIVERY
3.1) The products shall be delivered by TPV Compound Srl and the relevant risks always transferred to the purchaser at the place (establishment or warehouse) and at the time when the goods sold are delivered by TPV Compound Srl to the transporter.
3.2) Clauses such as “free delivered”, CIF, etc… are exclusively intended to determine the costs to be borne by TPV Compound Srl and do not entail any change to the rule of the preceding paragraph. The sales take place “franco carrier “even if it is agreed that the shipment is to be handled by TPV Compound Srl, in such case TPV Compound Srl shall be providing a service in favour of the purchaser, without guarantee as to the means of transportation nor about the terms and conditions of transportation, it being understood that the transportation shall be made exclusively on behalf and at the risk of the purchaser. If the purchaser requests transportation insurance coverage and TPV Compound Srl accepts the provision thereof, the policy shall be negotiated by TPV Compound Srl in TPV COMPOUND SRL’s name but for the account of the purchaser with coverage limited to the minimum applicable terms, unless otherwise agreed between the parties.

4. QUALITY
TPV Compound Srl guarantees that the quality of the delivered goods conforms to the technical specifications mentioned in its technical data sheet. It is always the responsibility of the purchaser to test the technical quality of the goods in order to ensure proper production. The samples provided by TPV Compound Srl are to be used as an example only and the product may vary from the samples.

5. PACKAGING – WEIGHT
5.1) The goods are delivered packed in conformity with the usual practice for each product concerned unless it is am usual product or “bulk” delivery is requested. The purchaser is responsible for ordering a specific packing method, if deemed necessary, and TPV Compound Srl shall proceed accordingly at purchaser’s expense. The weight of the goods is guaranteed at the time of delivery, without TPV Compound Srl incurring any responsibility for any natural losses which occurred thereafter.
5.2) In the case of re-sale, the purchaser undertakes to modify neither the product nor the packing and to communicate to the third party concerned the technical specifications and the use for which the goods are manufactured or for which they are normally intended, as per the technical data sheet referred to in Article 4.

6. CLAIMS
6.1) The liability of TPV Compound Srl is limited to cases where the supplied goods do not conform with specifications as per Article 4, which must be immediately notified to TPV Compound Srl and anyhow reported in writing (by registered mail) to TPV Compound Srl within 8 days from the date of receipt of the goods as regards to open defects or failure of the goods to meet the technical specifications of TPV Compound Srl. In all other cases, such defects must be reported by the purchaser to TPV Compound Srl as per the above procedure within 30 days from date of receipt of the goods. The purchaser is responsible for inspecting the goods within such period of time.
6.2) In the case of a claim, the purchaser must take all necessary measures to enable a joint inspection with TPV Compound Srl and, specifically, to preserve the goods in their original packing and to postpone unpacking when shipped in bulk.
6.3) For the implementation of the above guarantee, in the case that a timely notified claim is considered as founded, TPV Compound Srl shall only be responsible for replacing at its own cost the goods (or the defective part thereof), or reimbursing their price, if it is unable to replace them within reasonable time.
6.4) Under no circumstance shall TPV Compound Srl be liable for guarantees, compensation, damages or other liabilities other than those provided for herein, specifically, for any direct or indirect or consequential damages or for loss of profit. Moreover, the purchaser shall not be entitled to cancel the contract unilaterally due to defective goods or to suspend payment or reduce the price on such grounds.

7. PRICE AND PAYMENT
7.1) The price of the goods sold by TPV Compound Srl is based on their weight at the point departure, at net tar. Any fee, toll, rental or any increase thereof is to be borne by the purchaser.
7.2) For the supply contracts of more than 6 months, the prices shown refer to the market situation, cost of the raw materials, manpower and energy sources applicable at the date of confirmation of the order. If the production cost increases, the seller shall reserve the right to change the prices and the acceptance of the new prices are a condition for the release of the order.
7.3) The terms and timing of payment are those respectively agreed with each individual sale contract and reproduced on the invoice issued by TPV Compound Srl. Failing any other agreement in this respect, the purchaser must pay the agreed price upon delivery. All payments shall be made promptly when due at the office mentioned in the contract. In all cases, cheques or notes shall be accepted by TPV Compound Srl as “subject to collection” and their amount registered in TPV Compound Srl ‘s receivables account only upon due collection in full. Only duly and expressly authorised persons may validly receive amounts due to TPV Compound Srl, unless otherwise specifically agreed.

8. CONSEQUENCES OF DEFAULT
8.1) In the case of failure to pay or delay in payment, even partial, not in compliance with the agreed deadline and as stated in the invoice, the regulations in Legislative Decree no. 231 of 09.10.2002 shall be enforced . Specifically Articles 4 and 5, of the aforesaid Legislative Decree shall be enforced beginning with the accrual of interest.
8.2) Until the date TPV Compound Srl has collected the full price of the delivered goods, such goods shall remain the property of TPV Compound Srl.
8.3) All risks are transferred to the purchaser at the time of delivery of the goods.

9. TRASFORMATION OR CHANGE OF PURCHASER
In the case of transformation or change of the legal/financial nature of the purchasing company (sale, company merger, capital transactions, etc.), they shall immediately notify the seller about the change. The seller shall either consider this as a breach of contract or it will accept the new situation as according to the old contractual obligation. The purchaser shall immediately notify the seller of any actions against the goods sold but unpaid.

10. INFORMATION ON THE PROCESSING OF PERSONAL DATA
With reference to Legislative Decree 196/2003, TPV Compound Srl informs the purchaser that data and information received as a result of the contractual relationship with the purchaser, or anyhow relating to the purchaser and legitimately received, including through third parties, shall be processed by TPV Compound Srl in accordance with the requirements of Article 4, a) and Article 11 of Legislative Decree 196/2003. Such data shall be incorporated within TPV Compound Srl’s data bank and shall be processed in conformity with the legal provisions concerning confidentiality and security requirements applicable to data banks.

11. JURISDICTION AND APPLICABLE LAW
11.1) Any dispute between TPV Compound Srl and the purchaser relating to sales contracts shall be subject to the exclusive jurisdiction of the Ferrara Court, without prejudice to the right of TPV Compound Srl to adopt as a venue, alternatively, the competent Court at the purchaser‘s place of business.
11.2) All terms and conditions contained herein are governed by Italian law, as if the contract was entirely concluded in Italy, with the exclusion of the Vienna Convention 1980 on international sales to the extent it is incompatible therewith.