General terms and conditions of sale and packaging

General terms and conditions of sale

1. General provisions

1.1 In addition to the terms defined below in these General Terms and Conditions of Sale, the terms and phrases listed below have the meanings conventionally attributed to them or referred to in Article 1.1:

  • “Buyer” or “Purchaser”: the legal entity from which the Seller (defined below) receives the purchase order;
  • “Contract”: the Buyer’s purchase order, accepted by the Seller, including the General Terms and Conditions of Sale (defined below);
  • “EXW”: the regulation of the rights and obligations of the Buyer and Seller (defined below) provided with reference to EX WORKS under Incoterms® 2020, established by the International Chamber of Commerce in Paris;
  • “Parties”: the Buyer and the Seller jointly;
  • “Products”: the Seller’s products as resulting from the price lists and catalogues in force from year to year; (THE VENDOR’S PRODUCTS AS INDICATED IN THE CURRENT ANNUAL PRICE LISTS AND CATALOGUES)
  • “Services”: services rendered by the Seller in favour of the Buyer, e.g., milling, painting, screen printing, welding, marking, oxidation, gluing, assembly of components, and assembly of touchscreens, using components supplied by the Customer, or with components supplied by the Customer;
  • “Seller”: GRAFOS STEEL S.r.l., with a registered office at 41043 Formigine (MO), Via Treves 19/21, Italy; NOXID, with a registered office at 41042 Fiorano Modenese (MO), Via Monte Bianco, 151, Italy; SKINTEC, with a registered office at 22066 Mariano Comense (CO), Via Sant’Agata, 58, Italy.

1.2 The terms and conditions set out below (the “General Terms and Conditions of Sale”) are an integral part of each Contract concluded between the Seller and the Buyer for the purchase and sale of the Products and Services and prevail over any conditions set by the Buyer unless expressly accepted in writing by the Seller.

1.3 The Seller reserves the right to modify, supplement, or vary the General Terms and Conditions of Sale, attaching such changes to the offers or any written communication to the Buyer. In the event of the Buyer’s failure to communicate acceptance of the aforementioned changes, additions, or variations within 15 days from the date of communication, these will be considered accepted.

 

2. Offers and Orders

2.1 The offer made to the Buyer by agents, brokers, or other intermediaries, and the order forwarded by them to the Seller, shall not be binding on the latter until the Buyer’s order is accepted by the Seller in accordance with the following Article 2.2.

2.2 The order placed by the Buyer shall not be deemed accepted until it has been confirmed in writing by the Seller. If the Seller does not confirm an order in writing, the issuance of the invoice or the execution of the order by the Seller shall be deemed to constitute acceptance.

2.3 These general terms and conditions are set out on the www.grafossteel.it website and form an integral part of any order confirmation to which they are expressly referred. An order placed in accordance with the confirmation sent to the Buyer by the Seller implies, even in the absence of a signature, knowledge and acceptance of these general conditions.

2.4 At the time of the offer, the Seller, upon the Buyer’s request, undertakes to provide the following documentation related to the sold product or the rendered service:

  • Declaration of compliance with the REACH regulation – Regulation 1907/2006;
  • Declaration of compliance with the RoHS regulation – EEC/EAEC/EC directive no. 65 of 8 June 2011, transposed by Legislative Decree no. 27 of 4 March 2014;
  • Non-preferential declaration of origin;
  • Product manual and CE declaration where applicable and expressly required.

2.5 Any further requests related to documentation or certification must be expressly made in writing at the time of the request for quotation. Any requests received from the Buyer after the order confirmation has been sent will be evaluated by the Seller for feasibility and, if deemed feasible, will be subject to a separate additional quotation.

2.6 The offer does not include: laboratory tests not expressly reported and mentioned therein; the drafting of additional declarations or certifications not expressly mentioned in point 2.4 of the general conditions of sale; special obligations or requests relating to the packaging or shipment of goods; post-offer project revisions; and reports including destructive tests.

2.7 The Seller also undertakes to supply the product and service with the characteristics expressly indicated in the offer and in the attachments provided with the offer itself, namely, “Technical Specifications.”

2.8 Any changes to the order by the Buyer must be specifically evaluated and accepted by the Seller as well as subject to any revision of the price and delivery terms.

 

3. Terms of Delivery of Goods and Performance of Services

3.1 The delivery term is only and exclusively that specified in the order confirmation by the Seller.

Seller makes delivery by making the products and services available to the Buyer on the terms and at the locations specified in the contract. At the time of delivery, the Seller assumes only the obligation to load the products onto the vehicle, excluding any further obligations.

All delivery and shipping terms – even if defined as mandatory by the Buyer – are to be considered indicative and assumed by the Seller with all tolerances of use.

Under no circumstances will Grafos Steel S.r.l. be held responsible for any delays resulting from force majeure as defined in Article 6 below or fortuitous and extraordinary events (e.g. accidents, strikes, natural disasters, transportation disruptions, difficulties in obtaining raw materials, or the objective impossibility of production plants, etc.).

Unless otherwise agreed by the parties, the costs of transporting the goods shall always be borne by the Buyer, regardless of the methods of transport and payment. Even if the Seller provides, as a courtesy, to organise the transport directly on behalf of the Buyer, the related risk will be borne by the latter, with express exemption from any liability for Grafos Steel S.r.l., unless otherwise agreed in writing.

3.2 The Seller is not liable for any loss or damage to the Products after delivery; in no event shall the Buyer be exempt from the obligation to pay the price of the Products and Services once delivery has taken place.

3.3 Without prejudice to the remedies referred to in Article 9 below, delivery may be suspended in all cases of non-compliance by the Buyer with the obligation to pay the price.

3.4 The Buyer may cancel, modify, or supplement its order within a maximum period of seven days from the receipt of the order confirmation by the Seller. Relevant communications must be sent via certified email (PEC).

3.5 The Buyer may not cancel its order, nor withdraw from the Contract, except in the event of force majeure as referred to in the following Article 6.

3.6 If delivery does not take place due to a fault attributable to the Buyer, it shall be deemed completed for all purposes (including the commencement of the payment terms and the issuance of the invoice) upon simple notification to the Buyer that the products and services are available. After 15 days from the notification, storage fees will apply, and the Seller shall be exempt from any liability for loss, damage, or any loss of value of the products.

3.7 The Buyer undertakes to notify the Seller of the non-delivery at the place of destination indicated in the transport document, or of the delivery at a place other than that indicated in the transport document, within 120 hours of the scheduled delivery date to the destination by registered mail with return receipt, or via certified email (PEC), including a copy of the signed transport document.

Following receipt of the communication including the documentation, the Seller shall regularise the invoices issued with the application of VAT pursuant to Presidential Decree no. 600/1973. It is understood that the Buyer undertakes to indemnify the Seller for taxes, surcharges, interest, and penalties of any kind, in addition to legal costs, in the event of charges made by the Tax Administration against the Seller arising from such failure to communicate in writing or from the delivery of the Products to a place other than the destination indicated in the transport document. The Buyer, having taken note of the communication that the Seller requests to be signed by the carrier, also undertakes to notify the carrier of any change or modification of the destination of the Products. Failure to comply with these obligations will result in the Seller charging the Buyer for any taxes, surcharges, interest, and penalties of any kind, as well as legal charges, in the event of findings by the Tax Administration resulting from such failure to communicate.

3.8 Except in cases of intent or gross negligence, any Seller’s liability is excluded for damages resulting from delayed or non-delivery (total or partial).

3.9 Unless otherwise agreed, the products will be delivered adequately packaged in accordance with the provisions of Italian law; it is the responsibility of the Buyer to request different packaging in accordance with specific regulations, the costs and charges relating to changes in packaging are entirely borne by the Buyer.

3.10 In the case of shipments to Germany, the Seller declares that it has registered with the Lucid register on 27.7.2022 (registration number DE2244119273433), but that it is not subject to the participation system.

With reference to all current and future orders, the Buyer declares, in any case, to undertake to carry out all the formalities and communications required by the Verpackungsgesetz (Packaging Act) and undertakes, as of now, to indemnify and hold the Seller harmless from any liability that may arise from omitted or inaccurate declarations and/or communications.

4. Prices and Payment Terms

4.1 The prices of the Products and Services indicated in the price lists in force are EXW; it follows that any other charge or expense relating to the shipping, delivery, and/or transport of the Products and Services is the sole responsibility of the Buyer. The Seller reserves the right to modify the price lists at the time of sending the order confirmation or during the procurement of raw materials, provided that the Buyer is given prior written notice. The funds necessary to meet any charges and expenses to be borne by the Buyer shall, if any, be advanced by the latter to the Seller; by way of example but not limited to, fees and charges include the cost of additional packaging, transport costs, ancillary charges, taxes, stamps, customs duties, and any other additional charges not included in the prices. Prices may be subject to correction due to printing errors.

4.2 Prices are net of statutory VAT, which must be paid in accordance with the invoice.

4.3 If, between the date of the order and the date of delivery, there are extraordinary increases in the costs of raw materials, energy, labour, fuel, production costs, transport costs, etc., the Seller may increase the agreed price by giving written notice to the Buyer also by e-mail. However, if the price exceeds the agreed price by 30% at the time of the order, the Buyer may withdraw from the contract by notifying its intention via registered mail with return receipt within the peremptory term of 10 days from receipt of the notice of the price increase. Otherwise, the new price will be considered accepted.

4.4 In addition to other remedies provided by law and/or the Contract, the Seller applies interest on late payments in accordance with the provisions of Legislative Decree No. 231 of 2002.

 

5. Warranty Terms

5.1 The Seller guarantees that the Products are free from defects and flaws for a period of 12 months from delivery, provided that the same have been promptly notified in accordance with Article 5.2 below.

Any complaint does not entitle the Buyer to suspend or delay, in whole or in part, the payment.

The warranty operates within the limits set forth in Art. 1495 of the Italian Civil Code, without prejudice to any further limitations referred to in this article as well as the tolerances of use. Any information contained in the Seller’s catalogues, brochures and folders is merely indicative and is not binding.

5.2 The Seller will proceed with the collection of the defective products and their evaluation at the expense of the Buyer, after repairing where possible or replacing them.

In the presence of certain circumstances to be indicated from time to time by the Seller, the latter is entitled to collect the defective products and issue the relevant credit note.

Products repaired/replaced under warranty will be subject to the same warranty for an additional period of six months, starting from the date of replacement.

5.3 Nothing will be recognised by Grafos Steel S.r.l. for any direct damage to the Buyer’s systems or finished products. This warranty operates exclusively under the condition that:

  1. the Buyer denounces in writing and within the mandatory term of eight days from delivery the obvious defects of the products;
  2. the Buyer shall report in writing, within the peremptory term of thirty days from discovery, any hidden defects in the products, or in any case, those that are evident after their use, and no later than one year from delivery;
  3. the Buyer has provided suitable and sufficient “Technical Specifications” in respect of which the product does not conform, regardless of the final application of the product;
  4. the Buyer has used the product according to the correct indications and technical methods.

5.4 With the warranty obligation, the Seller undertakes to replace/repair the defective product within the limits of the Contract and in any case without any further obligation to compensate for direct and/or indirect and/or consequential damage deriving from defects in the Products to the Buyer and/or third parties, without prejudice to the mandatory provisions of law. In any event, the Parties acknowledge that the Seller’s aggregate liability to the Buyer is limited to the price paid by the Buyer for the Products giving rise to the Seller’s liability.

5.5 It is agreed that the above-mentioned guarantee (i.e. the obligation to repair or replace the Products) is in lieu of any other legal guarantee or liability, excluding any other Seller’s liability (whether contractual or non-contractual) that may arise out of or in relation to the Products supplied (e.g. compensation for damages, loss of profit, recall campaigns, etc.).

The Seller shall not be held liable for any defects in the Products sold:

  1. for the use of quality raw materials;
  2. the Seller does not assume any responsibility for the final destination of the product, for which the customer acts and chooses in full autonomy and awareness; i.e. the Seller shall not be held responsible for the suitability or otherwise of the product with respect to the ‘operating conditions’ for which the customer is solely responsible;
  3. the Seller shall not be liable for any defects and/or faults in the product resulting from abnormal deterioration, negligence in storage by the customer, incorrect application and/or installation, replacements, and/or maintenance carried out by third parties, or due to extraneous physical and/or chemical and/or mechanical and/or electrical causes of the product as sold.

 

6. Force Majeure

6.1 The Seller shall not be held liable for damages resulting from the breach of any provision of this Agreement, or from any delay or failure to perform, in whole or in part, the obligations under this Agreement, if such delay or default is attributable to circumstances beyond the reasonable control of the Party. Such events include – but are not limited to – natural disasters, public authority measures, fires, earthquakes, floods, epidemics, pandemics, embargoes, insurrections, riots and other civil unrest, wars, legal or governmental provisions, strikes, shortages of necessary supplies and/or lack of availability of means of transport or other contingencies, scarcity and/or difficulties in the supply of raw materials.

6.2 The event of force majeure will result in the suspension of the execution of the contract for the period during which the effects remain, with the consequent automatic extension of the terms for the performance of the obligations.

The Seller will do everything possible to minimise the consequences of such delays in accordance with the principles of good faith and contractual fairness.

6.3 Upon the occurrence of a force majeure event, the Seller shall immediately inform in writing, in any case no later than 30 (thirty) days from its commencement. The communication will contain a precise description of the force majeure event and the reasons for the delay or the inability to perform the contractual obligations.

6.4 If a force majeure event lasts for more than 1 (one) year, the Seller shall be entitled to terminate this Agreement by giving at least 30 (thirty) days’ notice by registered letter with acknowledgement of receipt.

In such a case, the consequences and the appropriate restitution of the respective contractual performances will be negotiated in good faith, considering the stage at which the execution of this Agreement has reached at the time of its termination.

 

7. Protection of Personal Data

7.1 The Seller processes the data as the Data Controller for the purposes and according to the methods indicated in the “Complete Customer Policy” available on the website www.grafossteel.it under the Privacy section, in compliance with the GDPR.

7.2 For the purposes of the execution of the Contract, the Parties undertake to comply with all obligations provided for by the General Regulation (EU) 2016/679 concerning the “protection of natural persons with regard to the processing of personal data and the free movement of such data” (hereinafter “GDPR”), as well as, within the limits of its applicability, by Legislative Decree 196/2003 (“Privacy Code”),  as last amended by Legislative Decree 101/2018 and the provisions of the Guarantor Authority for the protection of personal data.

 

8. Termination of the Agreement

8.1 The Seller has the right to terminate each Contract with the Buyer, with immediate effect, pursuant to Article 1456 of the Italian Civil Code, by means of communication sent by registered mail with return receipt or by certified e-mail to the Buyer in the following cases:

  1. if the Purchaser does not fulfil the obligations referred to in Articles 3.9 and 4 of these General Terms and Conditions of Sale;
  2. if the Purchaser is responsible for a serious breach of contract.

8.2 The Seller has the right to withdraw from each Contract with immediate effect by means of a communication sent by registered mail with return receipt, or by certified e-mail to the Buyer:

  1. in the cases referred to in art. 1.3, 3.7, 6.1.;
  2. if the Buyer is subject to enforcement, insolvency or liquidation proceedings;
  3. if the Buyer’s capital, economic and financial conditions are such as to reasonably presume the Purchaser’s state of crisis;
  4. if the shares and/or the portion representing the majority or control of the share capital of the Buyer, if constituted in corporate form, are directly or indirectly transferred, sold or pledged as collateral.

 

9. Applicable law – Jurisdiction

9.1 These General Conditions of Sale, and each contract entered into by the Purchaser with the Seller, are governed by Italian law.

9.2 Any dispute arising between the parties regarding the interpretation, validity, or execution of these General Terms and Conditions of Sale and of each contract shall be subject to the exclusive jurisdiction of the Court of Modena.

9.3 It is agreed between the parties that only the Seller, at its sole discretion, has the right to waive the jurisdiction of the exclusive court referred to in Article 9.2 above and to take legal action against the Buyer at its domicile and before the competent court there.

9.4 In order to interpret the terms of delivery and other commercial or trade terms that may be used by the Parties, reference is made to Incoterms® 2020 of the International Chamber of Commerce of Paris (ICC).

 

10. Seller’s trademarks and distinctive signs and Intellectual Property – Confidentiality

10.1 The Buyer is obliged to use the trademarks, names, or other distinctive signs of the Seller, but solely for the purpose of identifying and promoting the Products and Services, it being understood that such use is made exclusively in the interest of the Seller. However, any use of the Seller’s trademarks, names, or other distinctive signs on the Buyer’s letterhead or advertising material intended for third parties must be agreed upon in advance in writing with the Seller.

10.2 The Buyer undertakes not to include trademarks, names, and distinctive signs of the Seller in its company, company name, or web domains. In any case, the Buyer commits not to register the Seller’s trademarks and/or distinctive signs, including web domains.

10.3 The Buyer’s right to use the Seller’s trademarks, names, or other distinguishing marks of the Seller, as provided for in Article 10.1 above, shall cease immediately with the expiry or termination, for any reason, of these General Terms and Conditions of Sale or any Contract entered into between the Parties.

10.4 The Buyer shall inform the Seller of any infringement or unauthorised use of the Seller’s trademarks, names, or other distinctive signs of which it becomes aware.

10.5 Any document provided by the Seller to the Buyer regarding the Products may contain know-how and other information of a confidential nature, such as, but not limited to, information relating to the design, manufacture, and development of the Products and Services; information necessary for the assembly, use, understanding of the operation, and exploitation of the possibilities and potential of the Products.

The know-how and other confidential information belong exclusively to Grafos Steel S.r.l. and shall be made available to the Buyer strictly on a confidential basis, for the sole purpose of the contract concluded on the basis of these General Terms and Conditions.

The Buyer therefore assumes the obligation to use the know-how and confidential information of the Seller only to the extent that it is strictly necessary for the execution of each sales contract and for the use of the relevant products and services.

The Buyer also undertakes not to disclose such confidential information to third parties unless expressly authorised to do so in writing by the Seller, and to ensure that its employees, agents, and representatives comply with the confidentiality obligations described above.

Any use or disclosure of confidential information and know-how in violation of the provisions described herein may also result in a violation of the Seller’s trade secrets, in accordance with the applicable legal provisions.

 

11. Final provisions

11.1 The invalidity, in whole or in part, of an individual provision of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions.

11.2 These General Terms and Conditions of Sale may be amended, supplemented, or varied exclusively in writing by the Seller.

 

March – 2025

Packaging