GENERAL CONDITIONS OF SALE

Sale transactions are subject to the conditions defined in the agreement with the Customer. Alternatively, or if there is no agreement that covers these transactions, the following sale conditions shall apply.

1. Scope
1.1 These General Conditions apply to all sales and deliveries provided by Grafoplast Srl referred to hereinafter as the Seller, to the other part, hereinafter called the Purchaser.
1.2 General Conditions concerns all Grafoplast products and services listed in Grafoplast catalogues and web site.
1.3 Purchaser accepts these General Terms and Condition when sends the Order to Grafoplast.

2. Ordering procedure and delivery conditions
2.1. The Purchaser shall send the orders in writing to Seller and such orders shall be considered binding upon Grafoplast written acceptance of the terms and conditions and transmission of the Order Confirmation. The Minimum order value of each order shall be at least 250.00 Euro /Usd.
2.2 Delivery shall take place on FCA basis at the Grafoplast’s plant located in Predosa (AL), ref. Incoterms 2020 ICC. Transfer of risks shall take place accordingly. Purchaser shall send the forwarder to collect the goods upon Grafoplast notice that the goods are ready to be collected and not later than 10 working days from Grafoplast notice.
2.3 Seller shall provide, whenever possible, the total quantity agreed on the order. Purchaser declares its acceptance on receiving partial deliveries. The shipping date is written on the order confirmation and Seller commits to make its best effort to comply with the agreed shipping deadlines. In no case of delay in the shipping date of the Products shall Purchaser be entitled to terminate the Order.
2.4 Seller shall deliver goods in the quantity and quality complying with the order confirmation and packaging should be in accordance. Seller confirms that the products are suitable to be marked and free of charges and rights of third parties.
2.5 The damage to the Goods in transit or the missing packages must be recorded in the carrier’s delivery note.
2.6 Seller shall not be responsible for possible damages losses or theft of the Products occurred during the transport, even if transport risks were, in whole or in part, upon Seller.

3. Sale Conditions
3.1 Prices and discounts for the Products are set forth in Order Confirmation, determined in Euro/ USD on a basis FCA at Grafoplast’s plant. Prices exclude any tax or duty relative to the sale of the goods. These taxes and duties will be added to the price and will be paid by the Purchaser.
3.2 Purchaser shall pay the Products according to the payment terms stipulated in the order confirmation. Expenses related to payments, such as bank fees on the payment of invoices or expenses incurred by the submission of shipping documents, will be paid by Purchaser.
3.3 Packaging : 2%
3.4 Seller retains title to the goods until Purchaser pays the goods in full.
3.5 In case of late payment, interests shall be applied at the rate provided by the law and Seller shall be entitled to suspend the processing of the orders until all outstanding invoices are fully paid by the Purchaser
3.6 Complaints are accepted by Grafoplast only if received within 8 calendar days from the date of shipment. If a defect is found, the Goods will not be processed, and the Purchaser will store the Goods in their original packaging, making them available for reviewal by the Seller. Otherwise, the Purchaser loses his right to claim for the defect
3.6 Any kind of return of goods to Grafoplast shall be authorized in written by Grafoplast and not later than 12 months from invoice date. The returned goods will be checked in our warehouse and only after checking, the intact products will be credited at the purchasing price and charged of a minimum reimbursement f 15% of the amount. Return of customized products is not accepted by Seller.

4. Marketing of the Products
Purchaser shall market the Products with Grafoplast trademarks and logos. Purchaser acknowledges that Grafoplast and all Grafoplast’s logo and trademarks are of exclusive property of Grafoplast Srl. Purchaser shall obtain written authorization from the Seller to use Grafoplast’s trademarks and logos.
Therefore Purchaser shall not:
a. use the Grafoplast’s name and logos in any way except as provided herein without the prior written consent of Grafoplast;
b. take any action or engage in activity that might cause confusion to a third party as to who owns the name and Grafoplast logos and trademarks;
c. apply for trademark registration in the Territory or in other countries of the name, logo and any other trademarks belonging to Grafoplast Srl;
d. alter or modify the logos, labels, colors, boxes of the Products without the prior written approval of Grafoplast.

5. Technical Modifications
Seller may make any engineering changes such as mechanical or electrical modifications to the Systems and Products. Seller shall guarantee that the products and systems comply to the technical specifications defined in Grafoplast Catalogue and operation manuals.

6.Warranty & Liability
6.1 Purchaser shall take care that Grafoplast Products and Systems sold to Customers are applied and used in the most proper way according to Grafoplast instructions as specified in catalogues, brochures, operation manuals and product information sent by mail or downloaded from Grafoplast web site.
6.2 With the exception of the thermal head unit that is not covered by any type of guarantee, Grafoplast warrants products for 12 months following the invoice date of the Products. It is fully understood and agreed by Purchaser that said warranty may be enforced solely by Purchaser, and that Purchaser shall upon selling the printer to a customer provide Purchaser’s own product warranty to such customer. No other warranty expressed or implied, are made by Grafoplast to Purchaser with respect to the defective products, nor any other obligations may arise to Grafoplast with respect to the defective products.
6.3 Purchaser’s remedy and Grafoplast liability for any defective product under this warranty shall be limited, at Grafoplast’s option, to (i) replace the product free of charge (ii) send a credit note corresponding to the price of the defective product already paid by the Purchaser, provided that the defective product is returned with technical report on the defect found in the printer and shipping
and handling charges prepaid by Purchaser. Purchaser shall obtain written authorization from Grafoplast to return the product.
6.4 If the defect does not fall within the warranty set forth in clause 6, Grafoplast shall return the defective product, without any repair made, to Purchaser at the Purchaser expenses or shall repair or replace the defective printer at Grafoplast’s service rate and returns to Purchaser at Purchaser’s expenses.
6.5 The warranties for the products set forth in clause 6 is excluded if under Grafoplast’s inspection it is proven (i) that the item is not defective (ii) that the defect has been caused by Purchaser or by third parties not employed by Grafoplast, or improper usage of the Products by the users.

7. Damages and Force majeure.
7.1 Seller in any case is not responsible for any damages resulting for improper use of the Products.
7.2 Neither Party shall be liable for damages caused by non performances and / or delays, short shipment of goods, and, in general, by the non compliance with the terms and condition of this General Conditions or indicated in Order Confirmation due to force majeure, it being understood that force majeure shall mean any event beyond the reasonable control of either Party, including, but not limited to, strikes, lockouts, labor disputes, government restrictions, subcontractor’s delays, etc.
If an event of force majeure occurs, the Parties undertake to meet each other, to define the measures to be taken to execute the Order Confirmation.

8. Severability
The invalidity or unenforceability of any provision, or portion thereof, of this General Conditions shall not affect the validity or enforceability of any other provision.

9. Privacy
In accordance with the General Data Protection Regulation (GRPD) (EU) 2016/679, Seller shall manage the information provided by the Purchaser according to Privacy Policy – Information Note that can be read on Grafoplast web site.

10. Confidentiality
Purchaser undertakes to treat with its utmost confindentiality all the information/data/designs/know-how/documentation transmitted by Seller or that it may come to know in connection with the execution of any Order, even if they are not marked or identified as secret or confidential (“Confidential Information”)

11. Non-assignment.
Neither Party shall be entitled, unless with the other Party’s prior written consent, to assign and / or transfer the agreement object of the Order Confirmation to a third party.
The breach of the above obligation shall entitle the non- defaulting Party to terminate the Agreement forthwith.

12. Governing law and jurisdiction. These General Conditions shall be governed by Italian law and be interpreted in accordance with the Italian law. The Courts of Genova shall be the exclusive jurisdiction on all claims and/or differences arising out and/or related to these General Conditions inside Europe. Outside Europe under the rules of the Milan Chamber of Arbitration by a solar Arbitrator appointed in accordance with the rules. The city of Arbitration will be Milan and the language shall be the English.