Preamble:

1.1 The present General Conditions of Sale, having as subject all kind of products supplied by Proteco S.r.l., shall regulate all present and future contracts of sale between Proteco S.r.l. and the Purchaser. Any modification or deviation from the present general conditions of sale shall be made in writing.

Orders:

2.1 The purchase orders collected by Proteco S.r.l. or by his agents and/or commercial intermediaries became binding only at the moment when the Purchaser receives the written order confirmation of Proteco S.r.l..

2.2 The forwarding of an order by the Purchaser as well as his acceptance of an offer, however effected, shall involve his adhesion to the present General Conditions of Sale.

Conformity of the Products:

3.1 Proteco S.r.l. represents that the products are in compliance with EU Directives, Regulations and Italian technical rules applicable to the products including those regarding safety and pollution. Proteco S.r.l. does not guarantee the compliance of the products with the laws and technical rules in force in the Purchaser's country.

3.2 Any other data or parameter indicated in Proteco’s advertising, commercial documents or other Proteco’s documents of sale or deducible from the samples delivered by the Proteco S.r.l. will constitute only an approximate guide and they do not represent, in any case, a parameter for an evaluation of the compliance of the products.

Prices and payment:

4.1 The prices are those indicated in the Proteco’s price list as in force from time to time. They are expressed in Euro and they are intended excluded from any national and foreign taxes and duties. Any special characteristics, options, modifications required by the Purchaser shall be charged separately and added to the price list.

4.2 Unless differently agreed payments shall be made by means of bank transfer in advance, before delivery date, into the bank account indicated by the Proteco S.r.l. or by means of an irrevocable letter of credit to be confirmed by an Italian leading bank, cashable at sight against shipping documents, according to the text and characteristics required by the Proteco S.r.l..

4.3 In case of late payment Proteco S.r.l. may, after having notified the Purchaser in writing, suspend his performance of the contract until he receives payment or adequate banking guarantees covering the whole outstanding debt.

Reservation of title:

5.1 The Products shall remain the property of Proteco S.r.l. until paid for in full.

Delivery:

6.1 Unless differently agreed the delivery of the products shall be made FCA Proteco warehouse in accordance with International Chamber of Commerce Incoterms Revision 2020 which shall be deemed incorporated by reference into these General Conditions of Sale.

6.2 In case it is agreed that the shipment (or part of it) will be effected by Proteco S.r.l., this latter shall act as agent of the Purchaser being agreed that the shipment shall be done at the whole risk and charge of the Purchaser. Partial deliveries are allowed.

6.3 The delivery date shall be indicated under the Proteco's order confirmation. In any case, Proteco S.r.l. is entitled a period of grace of 30 working days as of the expiry of the delivery date provided for in the order confirmation. Expired the aforesaid term of grace the Proteco S.r.l. shall pay Purchaser a lump sum of 0,2% of the price of the Products delayed for each full week of delay as compensation for the damages caused by the delay up to the maximum limit of 2% of the price of the products subject of delayed delivery. Any further compensation for damages suffered by the Purchaser in consequence of the delayed delivery is excluded.

Guarantee:

7.1 Subject to conditions hereinafter set out, Proteco S.r.l. shall remedy any defect of the products resulting from faulty design, materials or workmanship. The present undertaking is limited to those defects which appear within a period of 36 months for the mechanical components or 24 months for the electronic components from the date of production printed on each product. All the guarantees provided for hereinafter are conditional on compliance with the operating and maintenance instructions supplied by Proteco S.r.l.. The Purchaser shall notify in writing, by means of registered mail, of any defect within 10 working days from its discovery. Lacking this the purchaser will loose its right to have the defect remedied according to this guarantee. Upon receipt of such notice, the obligation of Proteco S.r.l. under this guarantee is limited to, at Proteco's choice, and subject to prior examination of the defective products to be sent at Purchaser’s risk and expenses: i) Replace the defective products, ii) repair them or iii) issue a statement of credit for the amount corresponding to the products found defective. Proteco S.r.l. is not liable for defects caused by faulty assembling or maintenance of the products by the Purchaser or due to non compliance to the instructions for assembling, nor for defects caused by alterations carried out without Proteco’s written consent. The present guarantee provided hereinabove absorbs and supersedes any other legal, statutory or contractual guarantee. The Purchaser, in particular, shall have no right to claim damages, included loss of production, loss of profit, loss of use, loss of contracts or for any consequential, economic or indirect loss whatsoever, reduction of price or resolution of the contracts.

Product’s liability:

8.1 If Proteco S.r.l. incurs liability towards any third parties for product’s liability he will be responsible only within the limit of amount and within the terms and conditions of his Product’s liability insurance coverage.

Governing law:

9.1 All the sale contracts concluded by parties shall be governed by the present general sale conditions and, to the extent that such questions are not covered by the present general sale conditions, by Italian law.

Disputes resolution:

10.1 For any disputes arising out of or in connection with this contract the courts of Asti (AT), Italy, shall have exclusive jurisdiction.