1. ORDERS 

1.1) Orders sent to TPV Compound Srl are to be considered accepted and the sale is considered completed at the time and in the place in which TPV Compound Srl communicates its acceptance according to the terms of the acceptance itself. If, according to the practice, prior acceptance is not required, the sale is considered completed in the place where TPV Compound Srl receives the order and at the moment in which TPV Compound Srl proceeds with execution. In this case, the invoice issued by TPV Compound Srl will also authenticate the terms of the sale. 

1.2) Agents and intermediaries do not bind TPV Compound Srl. Orders are accepted by agents unless approved by TPV Compound Srl. 

1.3) All orders are accepted by TPV Compound Srl and sales are made exclusively in accordance with these general conditions, unless otherwise expressly agreed in writing between TPV Compound Srl and the buyer. 

2. TERMS OF DELIVERY 

2.1) The date agreed for delivery in the order or acceptance is intended as indicative. 

2.2) The cases of impossibility (force majeure) and in general any circumstance that prevents, reduces or delays the manufacture or delivery of TPV Compound Srl products will give TPV Compound Srl the right, depending on the case, to reduce its commitments, to suspend them or put an end to it. Cases of war, strikes, fires, transport interruptions, difficulties in the supply of raw materials or energy, restrictions or prohibitions imposed by public authorities, etc. are to be considered as such. 

2.3) Failure to collect the goods, not due to proven force majeure, will give TPV Compound Srl the right to request the agreed price burdened with all storage costs, custody and so on, without prejudice to the right of TPV Compound Srl to request the termination of the contract and compensation for damage. 

3. PLACE OF DELIVERY 

3.1) The goods are delivered by TPV Compound Srl and the related risks are always transferred to the buyer at the place (factory or warehouse) and at the time when the goods sold are delivered by TPV Compound Srl to the carrier. 

3.2) The clauses of the type “free of carriage”, “CIF” etc. they only have the scope of specifying any expenses charged to TPV Compound Srl and do not involve changes to the rule referred to in the previous paragraph. The sale takes place “free carrier” even if it is agreed that the shipment is handled by TPV Compound Srl, in which case it is intended that it performs a service in favor of the buyer without guaranteeing neither the means of transport nor the terms according to which the transport are carried out, it is understood that the transport will be carried out at the expense and risk of the buyer. If the buyer requests transport insurance and TPV Compound Srl agrees to provide it, it will be stipulated by TPV Compound Srl in the name, on behalf and at the expense of the buyer with insurance coverage under the minimum conditions, unless otherwise agreed. 

4. QUALITY 

TPV Compound Srl guarantees that the goods delivered are quality-wise compliant to the technical characteristics indicated in their technical sheets. In any case, the buyer is responsible to check whether the qualities provided for in the technical data sheets make the goods suitable for their production. No “sample” sales are made, and the samples supplied to TPV Compound Srl are purely indicative. 

5. PACKAGING-WEIGHT 

5.1) The goods are sold in packaging conforming to the practice for each product or in bulk. It is the buyer’s responsibility to request special packaging, if it deems it appropriate, which TPV Compound Srl will provide at the buyer’s expense. The weight is guaranteed upon delivery, without any liability of TPV Compound Srl for natural drops that occur further. 

5.2) In the event of resale, the buyer undertakes not to alter the product or the packaging and to communicate to third parties the technical characteristics and the use for which the goods are manufactured or to which they are normally intended, according to the technical data sheet of referred to in Article 4. 

6. COMPLAINTS 

6.1) The liability of TPV Compound Srl is limited to cases of any discrepancy of the delivered goods with respect to the provisions of Article 4 which must be communicated to TPV Compound Srl immediately, and in any case reported in writing (registered mail) within 8 days of receipt of the goods in the event of apparent defects or non-compliance with the technical characteristics of TPV Compound Srl. In all other cases, the aforementioned discrepancies must be reported by the buyer to TPV Compound Srl, under penalty of forfeiture, in the manner specified above, within 30 days from receipt of the goods, the buyer is obliged to check the goods within this period. TPV Compound Srl Via L. Da Vinci, 5 44011 Argenta (FE) ITALIA Tax Code, VAT and Commercial register of Venice n. 05081130964 Tel. (39) 0532 315 511 Centralino Fax (39) 0532 315 701

Head office in VENICE – MARGHERA Via dell’Elettricità, 26/b Share capital Euro 3.000.000 int. paid-in

6.2) In the event of a complaint, the buyer must take all measures that allow the control of the goods in contradiction with TPV Compound Srl and in particular must keep it in its packaging and postpone unloading in the case of products in bulk. 

6.3) As a result of the above guarantees, in case of validity of the complaints promptly formulated, TPV Compound Srl is exclusively required to replace the defective goods (or part thereof) at its own expense, or to reimburse the price if it is unable to replace it promptly. 

6.4) In no case TPV Compound Srl is responsible for guarantees, compensation and liability other than those provided herein, in particular for direct, indirect or consequential damages or for loss of earnings, nor can the buyer, in the event of defects in the goods, unilaterally terminate the contract, suspend the payment or reduce the price. 

7. PRICE AND PAYMENT 

7.1) The price of the goods sold by TPV Compound Srl is intended for goods weighed on departure, net of tare. Any tax or freight, or relative increase, is responsibility of the buyer. 

7.2) In contracts relating to supplies over 6 months, the prices indicated refer to the market situation and the costs of raw materials, labor and energy in place at the date of the order confirmation. Should the quoted prices suffer a price increase, the seller reserves the right to change the prices and the acceptance of the new prices is prejudicial to even partial order fulfillment. 

7.3) The methods and timing of payments are those agreed with each sales contract and reported on the invoice issued by TPV Compound Srl. In the absence of an agreement in this regard, the buyer is required to pay the agreed price upon delivery. Each payment must be made on due date at the office indicated in the contract. 

In any case, checks and bills of exchange are received by TPV Compound Srl “subject to collection”, and their amount is recorded in the balance or as down payment subject to and only after the actual collection. Payments on behalf of TPV Compound Srl can only be received by those who have a specific and explicit mandate, except for specific and different agreements. 

7.4) Upon the occurrence of the conditions indicated in Article 2.2 (Terms of delivery), the price is to be fixed in the month of delivery of the goods. 

8. CONSEQUENCES OF NON-PAYMENT AT DEADLINE, RETENTION OF TITLE 

8.1) In case of non-payment or delayed payment, even partial, with respect to the agreed deadline and indicated on the invoice, the rules set forth in Legislative Decree n. 231/2002 will be applied. More specifically, as regards the starting date of the interest and the rate of the same, Articles 4 and 5 of the aforementioned Legislative Decree will be applied. In the event of delayed payment at the agreed deadlines, default interest will accrue in favor of the selling company to the extent provided for by Legislative Decree n. 231/2002, however, the obligation to pay such interest is not due if no written request is received from the seller prior to the late payment. 

8.2) Until the date in which TPV Compound Srl has not received payment of the full price of the products supplied, these products will belong to TPV Compound Srl. 

8.3) The risks from the delivery of the goods are borne by the buyer. 

9. TRANSFORMATION OR CHANGE OF THE BUYER 

In the event of transformation or change of a legal / economic nature of the purchasing company (sale, contribution, merger, etc.), buyer must immediately notify the seller who may consider the sale contract ipso jure terminated or accept the new situation continuing the obligation of the original purchaser. The buyer undertakes to immediately notify the seller of any change that may have started on the goods sold and not yet paid for. 

10. INFORMATION ON PERSONAL DATA PROCESSING 

With reference to Regulation (UE) n. 679 of 27 April 2016 (GDPR), TPV Compound Srl informs the buyer that the data and information provided by virtue of the contractual relationships with the buyer, or referable to the same and legitimately collected also from third-party sources, will be processed by TPV Compound Srl in compliance with the aforementioned Regulation. 

Visit the company website for more details: www.tpvcompound.com. 

11. JURISDICTION AND APPLICABLE LAW 

11.1) For any dispute between TPV Compound Srl and the buyer relating to the sales contract, the Judicial Authority of Ferrara is exclusively competent, without prejudice to the right of TPV Compound Srl to alternatively appeal to the purchaser’s court. 

11.2) Substantive Italian law applies to these general conditions and sales contracts, excluding the 1980 Vienna Convention on international sales as it is incompatible.