General conditions of sale

1. General provisions.
(a) The following terms and conditions (“General Conditions of Sale”) govern the sale of MILESI s.r.l. Products (“The Products”). (“The Seller”) to their customers (“The Buyer”). These General Conditions of Sale take precedence over any prior agreements between the Seller and the Buyer in relation to the confirmed order. Terms in contrast or that differ from the present General Conditions of Sale shall not be effective unless and to the extent that the Seller has given their express written consent for each single case.
(b) The General Conditions of Sale are published on the website and are therefore considered known by the Buyer.

2. Offers and Orders
(a) The Buyer must communicate all the necessary information to the Seller to ensure the correct development of the technical specifications and all the information concerning the processing and final use of the product.
(b) The commercial offers made by MILESI SRL and received by the Buyer in any form shall not be binding for the Seller and shall only constitute an offer to the Buyer. The offers sent by the Seller to the Buyer are subject to a maximum validity of 3 (three) days. Once this period has elapsed without a confirmation in writing from the Buyer, the conditions of the offer in relation to the availability, quantity, prices and delivery terms shall no longer be guaranteed and must be renegotiated.
(c) All the offers sent by the Seller and confirmed by the Buyer must be considered validated by the customer Order issued by the Seller and forwarded to the Buyer, who must return it countersigned to accept it.
(d) The orders and/or the changes made by the Buyer, including verbally or by phone, must be confirmed in writing by them. Otherwise, the Seller shall not be liable for any mistake or possible misunderstanding. The orders made by the Buyer directly to the Seller or to their representatives or to third parties, without receiving an offer from the Seller, shall not be considered confirmed until he or she has received the order confirmation form called “Customer Order” issued by MILESI SRL.
(e) The request to issue certificates and certifications concerning the material requested by the Buyer must be specified during the order phase to enable the Seller to select and provide the availability of the material suitable to the issuing of the requested certificate/certification. The request thereof in a subsequent phase does not guarantee their issuing.

3. Prices, payments and invoicing.
(a) The prices of the Products do not include VAT.
(b) The offers are to be considered ex-warehouse of the Seller, unless otherwise agreed in writing between the parties.
(c) The failure to pay upon the deadline of a single invoice shall result in the Buyer’s immediate forfeiture of the benefit of any period of delay granted, rendering all claims of the Seller immediately due and payable. The failure to pay even just one invoice shall result in the Seller having the right to terminate every ongoing Contract with the Buyer in accordance with art. 1456 of the Italian Civil Code and to suspend the execution or delivery of every other supply in progress, unless there is a complete compensation of the damage caused by the non-compliance or delay of the Buyer. Any delays in the execution of the Orders or deliveries caused by previous production disruptions due to non-payments of the Buyer shall not constitute a breach of the Seller. In the event of a delay in the payments, the Seller shall charge interest on late payments at the rate provided for in Legislative Decree 231/2002 – or a rate equal to the ECB base rate plus 8% and any subsequent modifications that are more favourable to the Seller – on a yearly basis, as well as the penalties provided for by the law and by the Contract and the expenses for the collection of the overdue payments (including, without limitation, legal fees, expert fees, court fees and other expenses related to the dispute). Every delay shall result in the automatic formal notice of the Buyer.
(d) The Buyer shall have no right to make any set-off, retention or reduction unless their claim to do so has been finally upheld by the competent arbitration or judicial authority.
(e) MILESI SRL shall issue an invoice, for the consideration of each delivery, or at its discretion with a single invoice, also for multiple Orders of the Buyer delivered in the same month.
(f) MILESI SRL has the right to transfer to third parties its claims on the Buyer, as a mere example to debt collection companies, credit or financial institutions or factoring companies etc. Any conflicting terms shall not be valid.
(g) Any complaint about the formal regularity of the invoice shall be notified to the Seller within three (3) days of receipt of said invoice. Once said deadline has elapsed, the Buyer shall be considered to have accepted the invoice. If the invoice is not received, the Buyer must request it immediately to the Seller and may not invoke such circumstance to suspend or delay the payments at the agreed deadlines.
(h) The Buyer may not omit or delay the payment of the fee for the provision within the terms agreed by arguing the absence of the promised quality or any defects that make the object unsuitable for use and may not raise such objections or assert claims against the Seller unless and until the price of the supply has been paid in full and the conditions under the law and the Contract have been met.
(i) In the case of non-payment, incomplete or delayed payment of the price of the supply with respect to the terms agreed, the Seller may at any rate withhold as a penalty any advance payment or partial payments made by the Buyer.

4. Delivery Terms.
(a) All deliveries will be EXW (Incoterms 2010) (ex-works of the Seller). This is without prejudice to different agreements on the delivery upon request and with the costs borne by the Buyer. For the purposes of these general conditions, delivery also indicates the making available at MILESI SRL or at the location or the third party subject agreed with the Buyer, if the delivery must not take place at the Buyer’s premises. Unless otherwise agreed in writing, any delivery term indicated is not binding for the Seller. Unless otherwise agreed between the parties, the indicative delivery time frame is the one indicated in the order confirmation.
(b) The Seller reserves the right to execute the provision of the goods in multiple partial deliveries divided to optimise the transport process, complying with the delivery date indicated in the Customer Order.
(c) Any responsibility for the delivery related to force majeure or other unpredictable events that are not due to the Seller, including, without limitation, strikes, lock-outs, provisions of the public administration, subsequent impossibility of exportation or importation, on the basis of their duration or capacity, relieve the Seller from the obligation to meet any delivery
term agreed.
(d) The Seller is not obliged to accept product returns, unless expressly agreed in writing. Any cost incurred to this end shall be borne by the Buyer.
(e) If the delivery of goods is agreed upon through call-offs or general provision orders (multiple deliveries), the purchaser, unless otherwise agreed, must request the collection/shipping by taking the delivery of the entire amount of goods agreed or a part and the rest thereof at the latest within three months of the termination of the Contract.
(f) MILESI SRL reserves the right, in the event of non-collection due to the Buyer, to deliver at any time, at the premises of the Buyer or in another place indicated in the Order, the goods that have not been collected, with the transport methods being at the discretion of MILESI SRL and the Buyer bearing the related costs.

5. Packaging/PALLETS
(a) If the delivery of the Products is carried out using reusable pallets/boxes owned by MILESI SRL, the Buyer shall keep these goods and keep them in a good state of preservation and use, keeping them in dedicated spaces and leaving them available for them to be collected by MILESI SRL, or on behalf of MILESI SRL, upon a simple request from the Seller, clean and intact. The Buyer is at any rate responsible for the losses and damage to the goods of the Seller or of those that they at any rate must return to the Seller.
(b) The packaging charged related to the goods given by MILESI SRL that have been delivered by the Seller must be returned within six months of the month of the delivery. The failure to return the packaging or – in the case of an equal exchange – the failure to provide an equal amount of packaging, or the goods excluded as they were not in a good state, shall result in the Buyer not being paid.

6. Second-rate and stock material supply
The Seller, with second-rate and stock products, exclusively guarantees the AISI type, thickness and quantity. For this material no certificates and/or certifications of any type are issued.

7. Obligation of Inspection and Product Acceptance
(a) Upon acceptance of the Products, the Buyer shall immediately:
(1) verify the quantities and packaging of the Products and record any objection in the shipping document;
(2) check the compliance of the Products with respect to what is indicated in the order confirmation record any discrepancy in the transport document.
(b) In the event that defects are reported, the Buyer shall follow the procedures and terms below:
(1) the communication must be made within 2 (two) working days starting from the acceptance of the Products by the Buyer. In the event that the complaint concerns a defect that, despite the initial inspection, has remained hidden, the complaint must be made as soon as possible, within the end of the working day in which the defect has been identified and, at any rate, no later than 8 (eight) working days of the acceptance of the Products and at any rate no later than 6 months of the delivery date.
(2) the detailed communication must be forwarded in writing to the Seller within the above-mentioned time frames. Any communication made by phone shall not be accepted;
(3) the communication must clearly specify the type and number of defects with photographs (as evidence of the damage) and shipping documents;
(4) The Buyer agrees to make available for free the defective Products, upon simple request of the Seller, for them to be inspected; said inspection will be carried out by the Seller or by an expert appointed by the Seller.
(c) A complaint concerning quantity, quality, type and packaging of the Products may only be made by means of the communication on the transport document, in compliance with the above-mentioned procedure.
(d) Any Product for which there has been no complaint in compliance with the procedures and the terms indicated above shall be considered to be approved and accepted by the Buyer.
(e) Tolerances caused by the production and nature of the materials, between the quantity provided and the quantity ordered of +/- 10% for the production related to an Order over 1,500 kg and +/- 20% for Orders under 1,500 kg are permitted. The quantity that is actually delivered shall be invoiced.

8. Warranty Terms.
(A) The Seller shall guarantee that the Products are compliant with the technical specifications of the manufacturer.
(b) the Seller, not acting on the goods it sells, delegates to the single manufacturers of the material the management of the product warranty as well as the management of non-compliances related to inherent problems of the product, related to the quality and safety of the product. The Seller is not liable for damages towards the Buyer unless this is required by the applicable law or appears in a written agreement. Generic, special or accidental damage, as well as damage deriving from use or the impossibility of using the Products are excluded.
(c) The Buyer acknowledges that the compliance obligations of the product provided are fulfilled when the technical specifications have been met upon delivery.
(d) Every technical piece of information/suggestion provided by the Seller verbally, in writing or through tests, before and/or during the use of the products, shall be given in good faith, but no guarantee obligation from the seller may arise. The suggestions of the Seller shall not exonerate the Buyer from their obligation to carry out tests on the products provided by the Seller to determine whether they are suitable for the processing and for the use for which they are intended.
(e) The material provided with the protective film must be kept in an environment that is sheltered from water and the sun (between 10 and 40°C) and excessively high temperatures and humidity must be avoided. The characteristics of the PVC are guaranteed if the use and removal take place within one year of delivery.

9. Limitation of Liability.
(a) Except for the cases of justified complaints made in accordance with what is provided for in article 7 above, the Buyer shall be entitled to no further right or remedy. In particular, the
Seller is not liable for any compensation requested owing to a violation or contractual breach, for any direct damage or profit loss sustained by the Buyer as a consequence of the use,
non-use, or installation of the Products in other products, except for the cases covered by the warranty indicated in article 8 or in cases of intent or gross negligence of the Seller
(b) The Seller shall do everything in their power to deliver the Products within any terms agreed, but may under no circumstance be held liable for damages either directly or indirectly
caused by the delayed execution of a contract or by the delayed delivery of the Products.

10. Retention of Title.
(A) The Buyer who holds the material on consignment at their premises or at those of third parties indicated by the Buyer must fulfil the conditions indicated in the Contract of consignment stipulated between the parties. The Buyer shall keep the goods adequately stored, protected and insured against fire, damage caused by water and theft.
(b) The Products provided in consignment to the Buyer shall remain of full ownership of the Seller until the date in which the Buyer communicates the collection/partial or total consumption of the goods in consignment and the Seller has issued the relevant sale invoice.
(c) If in the country in which the Buyer is domiciled for the validity of the retention of title in favour of the Seller the fulfilment of administrative or legal procedures is necessary, such as, without limitation, the recording of the Products in public registers, or putting a seal on them, the Buyer commits as of now to collaborating with the Seller to take all necessary actions for the Seller to obtain a valid right with respect to the retention of title.

11. Express Termination Clause
The Seller shall be entitled to terminate with immediate effect, as per art. 1456 of the Italian Civil Code, the contract/order, by means of a simple communication in writing, in the case of:
(a) delay of the Buyer in paying the goods, exceeding 7 (seven) days; or
(b) violation of the obligations provided for in art. 7;
(c) deterioration of the financial conditions of the Buyer, so much so that it undermines the regular guarantee of the credit; or
(d) liquidation, cessation of activity or state of insolvency of the Buyer, or being subject to insolvency proceedings of any kind (including debt restructuring agreements with creditors).

12. Processing of Personal Data.
(a) The personal data of the Buyer shall be processed in accordance with the provisions of the EU regulations and Italian regulations concerning the processing of personal data (Reg. EU 679/2016; Legislative Decree 196/2003 and subsequent modifications and integrations). The Seller shall inform the Buyer that the Seller is the data controller and that the personal
data of the Buyer are collected and processed exclusively for the execution of the present agreement and of the obligations provided for by law, by an EU regulation or by other applicable regulations. The Buyer shall declare that they have received from the Seller, prior to the collection of personal data by the Seller, the information referred to in Article 13 of EU Regulation 679/2016 intended for customers.
(b) Any information, document, drawing, technical specification, calculation and other data that is exchanged between MILESI SRL and the Buyer upon the execution of the Order shall be deemed confidential. Therefore, the Buyer is obliged to maintain the strictest confidentiality on the afore-mentioned information, as disclosure to third parties is not allowed unless authorised in advance in writing. Commercial conditions (prices, terms of payment and any discounts) granted or proposed by the Seller to the Buyer shall be kept confidential between the parties.

13. Applicable Law.
(a) If the Buyer is a subject under Italian law, these General \Conditions of Sale and all the contracts stipulated by the Buyer with the Seller shall be understood as regulated by the Italian law.
(b) If instead the Buyer is a subject of a nationality other than Italian, the present General Conditions of Sale and all the contracts stipulated with the Seller shall be understood as
regulated by the Vienna Convention of 1980 on Contracts for the International Sale of Goods, and, for matters not covered therein, by the UNIDROIT principles for International Contracts, as well as, for matters not covered therein, by the Italian regulations excluding the rules of private international law.

14. Arbitration. Competent Court.
(a) Any dispute arising between the parties as a result of the interpretation, validity or execution of these General Conditions of Sale and of the relative contracts entered into shall be settled by ritual arbitration, in accordance with the Rules of the Arbitration Chamber of the Chamber of Commerce of Brescia, which the parties expressly declare they know and accept, by 1 arbitrator appointed in accordance with said Rules. The arbitrator shall decide based on the law. The place of arbitration will be Brescia, Italy. The language of the arbitration will be Italian.
(b) In the event of a dispute that cannot be settled by arbitration, the Court of Brescia shall have exclusive jurisdiction.
(c) It is also understood that only the Seller, at their own discretion, shall have the right to waive the jurisdiction of the arbitration body referred to in paragraph (a) above or the exclusive jurisdiction referred to in paragraph (b) above to sue the Buyer, at their domicile and before the competent court there.

15. Final Provisions.
(a) The invalidity in whole or in part of individual provisions of these General Conditions of Sale shall not affect the validity of the remaining provisions.
(b) These General Conditions of Sale have been written in Italian.

BRESCIA, ITALY, 1st March 2023 (Rev.01)


Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Buyer approves specifically the provisions indicated below: Art. 1 -General Provisions; Art. 2.-Offers and Orders; Art. 3 – Prices, payments and invoicing; Art. 4 – Terms of delivery; 5. Packaging/PALLETS; Art. 6. Supply of second-rate and stock material; Art. 7 – Obligation of Inspection and Acceptance of products; Art. 8 – Warranty Terms; Art. 9 – Limitation of Liability; Art. 10 – Retention of Title; Art. 11. Express Termination Clause; Art. 12 – Processing of Personal Data; Art. 13 – Applicable Law; Art. 14 – Arbitration. Competent Court; Art. 15 Final Provisions.