GENERAL CONDITIONS OF SALES CONTRACTS FOR KOMPLET S.p.A. PRODUCTS AND SERVICES

1. VALIDITY

1.1 These General Conditions of Sale for Products and Services (hereinafter referred to as “General Conditions” for the sake of brevity) shall apply in full to any Order for all present and future sales, supplies and services (hereinafter referred to as “Products” for the sake of brevity) and form an integral part of any agreement or contract between Komplet S.p.A. and the Buyer, even when not expressly referred to in subsequent agreements between the parties.
1.2 The transmission of any Purchase Order by the Buyer to Komplet S.p.A. implies its full and unreserved acceptance of these General Conditions. Komplet S.p.A.’s General Conditions are published on the website (www.komplet-rubblerecycling.com/terms-and-conditions/) and attached to each Order Confirmation form. They are therefore considered to be known by every Buyer, without exception. The Buyer declares to know and understand the meaning of all the technical terms used in these General Conditions and in their possible integrations.
1.3 These Conditions shall apply to the exclusion of any other clause or condition. All additional clauses or special conditions of purchase (including general terms and conditions of purchase) incompatible with these General Conditions, even if set out in the Buyer’s Order, shall be deemed not to apply, unless otherwise agreed in writing.
1.4 Komplet S.p.A. reserves the unquestionable right to amend these General Conditions at any time.

2.QUOTATIONS, ORDERS, PRICES AND TAXES

2.1 Any Quotation and Price quoted by Komplet S.p.A., including those mentioned in Catalogs and Price Lists, is provided for information purposes only and is not binding in any way, unless expressly defined as such by Komplet S.p.A., which shall also indicate in such case the maximum period of validity of the offer.
2.2 Komplet S.p.A. reserves the right to change or modify Komplet’s Products and Price Lists without giving prior notice of the change or modification.
2.3 Each Order placed by the Buyer is binding for the same and must always specify the quantity, the technical specifications and all the elements required for the correct identification of the Products.
2.4 The transmission of the Order binds the Buyer, unless otherwise specified in writing, to Komplet S.p.A.’s prices, list conditions and General Conditions of Sale in force at the date of Order Confirmation.
2.5 Any Order placed by the Buyer is not binding for Komplet S.p.A. and is subject to written acceptance (c.d. Order Confirmation) by Komplet S.p.A. and implies the acceptance of Komplet’s General Conditions in force at the time of the order.
In no event shall the prices confirmed by Komplet S.p.A. for one order be binding for subsequent orders.
2.6 Prices include packaging costs (if any), but are net of all charges relating to taxes and transport costs, insurance, shipping, storage, VAT, import and export duties, etc., which shall be borne by the Buyer, unless otherwise agreed upon in writing. Any increases in such charges in effect after Order Confirmation shall be borne by Buyer. Should such charges be charged to Komplet S.p.A. or its auxiliary personnel, the Buyer shall reimburse them.

3. SALE AGREEMENT AND ORDER CONFIRMATION

3.1 The Sale Agreement shall be understood to be entered into, becoming binding for the parties, when Komplet S.p.A.’s Order Confirmation reaches the Buyer (by e-mail, fax, post, by hand).
3.2 The Order Confirmation sent by Komplet S.p.A. defines and reports all the final and binding conditions and contents of the Contract, fully replacing the Order sent by the Buyer. The Order Confirmation and these General Conditions shall prevail in any case over any general or particular purchase conditions prepared by the Buyer.
3.3 Any written or verbal condition sent by Komplet S.p.A.’s collaborators, employees or sales agents shall have no value unless reproduced in the text of the Order Confirmation or unless confirmed in writing by Komplet S.p.A..
3.4 Should the Order Confirmation contain additions, limitations or other variations with respect to the Order, the Buyer’s consent to such variations shall be deemed to be tacitly granted, unless the Buyer objects to such variations in writing to Komplet S.p.A. within 48 hours from the receipt of the Order Confirmation.
3.5 In the event of the occurrence of the hypothesis referred to in the previous point, within the same term of 48 hours from receipt of the modified Order Confirmation any requests for variations or amendments of the Order by the Buyer subject to approval by Komplet S.p.A. shall have to be received, in order to allow the implementation of the relevant variations also with regard to the organization and production by Komplet S.p.A.. In such a case Komplet S.p.A. reserves the right to delay the delivery times and to modify the price.

4. DELIVERY TERMS, DELIVERY AND SHIPMENTS

4.1 Delivery shall always be considered ex works (INCOTERMS 2010); all risks relating to the products shall be transferred to the Buyer at the manufacturer’s plant, prior to loading. If requested, Komplet S.p.A. will take care of the transport of the Products at the Buyer’s risk, cost and expense.
4.2 The Products travel at the Buyer’s risk and peril and the Buyer, in its own interest, must check the integrity of the Products before collecting them.
4.3 The estimated delivery date will be agreed upon after the order has been placed. Should the term, place or circumstances of delivery be changed at the Buyer’s request, or should the Buyer have provided incorrect information for the purpose of delivery, Komplet S.p.A. shall be entitled to the payment of the additional costs incurred.
4.4 Unless expressly agreed in writing to the contrary, the fulfilment of the Order beyond the foreseen delivery terms shall not entitle the Buyer to claim the termination of the Contract or the right to compensation. Possible delays in the delivery of the Products shall not imply any liability for Komplet S.p.A..
4.5 Komplet S.p.A. reserves the right to make partial deliveries.
The delivery of a smaller quantity of products than ordered shall not release the Buyer from the obligation to accept the delivery and to pay for the products delivered.
4.6 Komplet S.p.A. shall be released from its obligation to deliver if, due to force majeure or other events as defined in paragraph 9.4 below, production or supply is prevented.
Consequently, Komplet S.p.A. accepts orders without any commitment of the actual delivery of the products and without any liability for it.

5. PAYMENTS – CREDIT LIMITS – INTERESTS – LIQUIDATED DAMAGES

5.1 Payments shall be made in accordance with the terms and conditions indicated in the Order Confirmation and/or in the subsequent invoice form sent by Komplet S.p.A.. The terms and methods of payment indicated therein are essential. Following payment Komplet shall issue the relevant invoice.
5.2 After expiry of the payment term indicated, interest on arrears shall be charged, without any need of prior notice, at the rate provided for by art. 5 of Legislative Decree 321/2002, without prejudice to the compensation for greater damages.
5.3 In the event that, after 48 hours from the receipt of the Order Confirmation and/or Pro forma invoice, the Buyer renounces or refuses to accept the Products sold by Komplet S.p.A. according to the terms and conditions established therein, the Buyer shall pay Komplet S.p.A. compensation equal to 20% of the agreed price as penalty pursuant to art. 1382 of the Italian Civil Code. The sum calculated in this respect shall be covered, until its exhaustion, by the down-payment possibly paid, without prejudice to Komplet S.p.A.’s right to prove and claim higher damages or to demand the fulfilment of the agreement.
5.4 In case of non-payment, by the Buyer, of the terms and conditions of payment, Komplet S.p.A. may:
I. require the immediate payment of all receivables due to forfeiture of the benefit of the term;
II. suspend the execution of the contract and complete the execution only against advance payment;
III. withdraw from all further contracts entered into with the Purchaser and interrupt negotiations underway with the same;
IV. terminate the contract pursuant to art. 1456 of the Italian Civil Code and request the return of any products delivered at the Buyer’s expense. The following events constitute express termination clauses pursuant to art. 1456 of the Italian Civil Code:
a. failure to pay, in whole or in part, the amount due by the Buyer according to the time and manner provided;
b. the Buyer’s state of insolvency or its submission to bankruptcy proceedings;
c. the state of insolvency of the supplier of the raw material necessary to manufacture the products covered by the Order Confirmation.
However, this is without prejudice to Komplet S.p.A.’s right to request the fulfilment of the contract, with payment of the amount set out in the Order Confirmation and/or in the Pro Forma Invoice, subject to recalculation of the terms of the deliveries distributed, in addition to claim for damages.
5.5 Komplet S.p.A. reserves the right, at its sole discretion and at any time, to request guarantees or credit facilities from the Buyer (e.g. if there are indications of a negative financial situation of the Buyer). Such guarantees or credit facilities shall apply as a condition precedent to the performance or further continuation of the contract.

6. RETENTION OF TITLE

6.1 The products and goods delivered shall remain property of Komplet S.p.A. until the Buyer has made full payment of the price, i.e. until the complete settlement of any claim of Komplet S.p.A. against the Buyer concerning the commercial relations between the parties, and may be claimed by the same wherever they are located, even if combined or incorporated with assets owned by the Buyer or third parties, pursuant to and for the effects of art. 1523 et seq. of the Italian Civil Code.
During the aforesaid period the Buyer shall assume the obligations and responsibilities of custodian of the products and goods delivered and shall not be entitled to dispose of, give in use or pledge, move, let seize or attach such products without declaring Komplet S.p.A.’s ownership and without giving notice thereof by registered letter with return receipt.
6.2 The Purchaser warrants (if necessary on behalf of a third party purchaser or owner) that Komplet S.p.A. will be informed as soon as it requests of the location of the Products and that such Products will be made available again to Komplet S.p.A. at the expense and risk of the Purchaser should Komplet S.p.A. so request. To the extent necessary Komplet S.p.A. shall have an irrevocable mandate to take back possession and for this purpose shall have an authorization to access the place where they are located.
6.3 The Buyer shall take out adequate insurance on the Products delivered (including those delivered on consignment for demonstration purposes) with a leading insurance company against damage, loss, depreciation, vandalism and theft and shall provide evidence thereof to Komplet S.p.A. at its first request. Buyer hereby assigns its insurance indemnities against damage, loss, depreciation, vandalism and theft to Komplet S.p.A.. and Komplet S.p.A. hereby accepts such assignment.
6.4 Should this RETENTION OF TITLE clause conflict with any other clause agreed between the parties, this clause shall prevail.

7. INTELLECTUAL PROPERTY AND PRODUCT DOCUMENTATION

7.1 Komplet S.p.A. shall retain in full all intangible property rights to which it is entitled, in particular all patent rights, design rights, copyright, trademark rights, name and trade name rights, as well as the rights over the products, its knowhow and the technical and commercial documentation made available to the Buyer, such as drawings and diagrams. Subject to express contractual regulations, Komplet S.p.A. shall not grant the Buyer any right of use or transfer of the intangible property rights it is entitled to.
7.2 Upon written request, the Buyer will receive two copies of the documentation relating to the Products ordered. All Product specifications are confidential, remain the property of Komplet S.p.A. and may only be used by the Buyer to the extent necessary for the operation of the equipment. Reproduction and/or use of such information for other purposes are sanctioned by law and will be prosecuted.

8. COMPLAINTS

8.1 The Buyer is required to verify immediately upon receipt that the quantities delivered correspond to that ordered.
Claims relating to the condition and possible damage of the Products must be reported to the carrier.
8.2 Complaints relating to the non-conformity of the Products and to their defects must be received by Komplet S.p.A. at the latest within 8 days from the receipt of the Products (in case of apparent defects) or from their discovery (in case of hidden defects), by email to helpdesk@komplet.it or by registered letter with acknowledgment of receipt, specifying the reason and any relevant information, including the order number, the Order Confirmation and the invoice number. Komplet S.p.A. shall not be obliged to accept complaints received late. The use or sale of the products shall nullify any liability of Komplet S.p.A., except in case of hidden defects. The Buyer shall institute any legal proceedings against Komplet S.p.A. on the basis of the warranty for hidden defects within 8 days from their discovery or from when the defect should reasonably have been detected and in any event within one year from delivery (the shorter term prevales), under penalty of inadmissibility of the claim in court.
8.3 Complaints, disputes and/or controversies of any nature whatsoever shall never give the Buyer the right to suspend the performance of its obligations towards Komplet S.p.A. nor the right to entirely cancel the order or the delivery. Komplet S.p.A.’s maximum liability shall never exceed the price paid for the products in question, unless such liability can be limited or excluded under the applicable legislation.

9. WARRANTY, LIABILITY, FORCE MAJEURE

9.1 Komplet S.p.A.’s warranty is valid for a period of one year from the delivery of the Products and is limited to the repair or replacement free of charge of parts acknowledged as defective, due to defects in material or workmanship. Accordingly, any claim of the Buyer arising out of or relating to this Agreement shall in any event lapse upon the completion of one (1) year from the date of delivery of the Products.
9.2 Komplet S.p.A. warrants to the Buyer the compliance of the Products with the technical specifications contained in the Order Confirmation.
Save as provided for by mandatory provisions of law, Komplet S.p.A. shall not be liable towards the Buyer for:
a. the consequences of use, and any consequences for the user, on third parties or their property resulting from the Products delivered and/or transported;
b. any loss of profit, or any loss or damage of any nature whatsoever (including but not limited to: damage to property, financial loss, loss of profit, personnel expenses, damage to third parties, loss of income);
or c. any damage caused directly or indirectly by the Products if the Buyer has repaired, replaced or otherwise modified the Product by means of or with the aid of a component or spare part not marketed or manufactured by Komplet S.p.A. or a supplier authorized in writing by Komplet S.p.A, or has used the Product in combination with non-original components or spare parts, and the Buyer hereby waives its rights against Komplet S.p.A. and/or its authorized representatives and releases Komplet S.p.A. and/or its authorized representatives from the relevant liabilities.
9.3 Any cause of force majeure shall exonerate Komplet S.p.A. from its liability in case of non-performance of its obligations within the established period. In the event of force majeure, Komplet S.p.A. shall be entitled either to suspend a contract that has not been performed for the duration of the period of force majeure or to cancel it without any obligation of compensation.
9.4 For the purpose of the application of these General Conditions, force majeure shall mean any event beyond the reasonable control of Komplet S.p.A, such as strikes, lock-outs, delays or interruptions in transportation, sanitary emergencies, acts of war, riots, fires, ordinances, decrees or governmental or administrative regulations, impossibility to procure natural gas and/or other fuels, supply difficulties, scarcity of materials or shortage of raw materials for production, floods, earthquakes, nuclear disasters or accidents, weather conditions making the performance of the Contract temporarily difficult or impossible, machinery failures, errors or delays attributable to Komplet S.p.A.’s suppliers, acts of third parties, one or more substantial manufacturing errors by Komplet S.p.A.’s suppliers, etc., irrespective of the fact that Komplet S.p.A.’s suppliers are not responsible for the performance of the contract. etc., irrespective of the fact that such events occur at Komplet S.p.A. or at the supplier from which Komplet S.p.A. is supplied and without Komplet S.p.A. being obliged to prove the influence of such events.
9.5 Komplet S.p.A. shall not guarantee the quality of its products in case they are subject to misuse, bad maintenance, tampering and/or unauthorized repairs carried out by the Buyer or third parties.
9.6 In case of serious and verifiable hidden defect, Komplet S.p.A.’s liability shall be limited to the replacement of the defective part to the exclusion of any other form of compensation.

10. DATA PROCESSING

The Buyer hereby expresses its consent to the processing of personal data, pursuant to Article 13 GDPR – Regulation (EU) 2016/679. The processing, storage, transmission of personal data takes place with the observance of all precautionary measures, which guarantees their security and confidentiality, in accordance with the provisions of the GDPR, for the sole purpose of being able to effectively fulfill the obligations provided for by the legal, civil and tax regulations related to the activity of Komplet S.p.A., including the management of collections and payments arising from the execution of contracts. The data controller is Komplet S.p.A., in the person of its pro tempore legal representative.

11. EXPORTS

11.1 The Products have been designated to remain in the destination country agreed with the Buyer.
The Buyer may not export the Products that are subject to embargo provisions and administrative limitations.
11.2 In particular, the Products are subject to Italian, European Union (EU), export controls and embargo provisions. It is at the Buyer’s responsibility to obtain information regarding the relevant export and/or import provisions or restrictions and to obtain the corresponding approvals where necessary.
11.3 Notwithstanding anything to the contrary in these General Conditions or any special agreements, Komplet S.p.A. shall in no event be obliged to deliver any Products or perform any of its obligations under these General Conditions or special agreements until the required approvals relating to the export regulations have been properly obtained by the Buyer. Each party agrees to provide the other party with all such information and assistance as may be reasonably required by the other party in connection with securing such authorizations or licenses, and to take timely action to obtain all required supporting documentation. Komplet S.p.A. shall be entitled to terminate any Contract or agreed purchase order or any part thereof, if the respective necessary approval(s) according to the applicable export regulations cannot be obtained within a reasonable time period.

12. JURISDICTION AND APPLICABLE LAW

12.1 All disputes that may arise in connection with the existence, validity, interpretation, execution and termination of the agreement between Komplet S.p.A. and the Buyer shall be subject to the exclusive jurisdiction of the Court of Ancona.
However, notwithstanding the foregoing, Komplet S.p.A. shall nevertheless have the right to bring the dispute before the competent Court at the registered office of the Buyer.
12.2 For all matters not expressly provided for by these general conditions, Italian law shall apply, with the exclusion of the respective applicable conflict of laws rules, the United Nations Convention on the International Sale of Goods adopted in Vienna on 11 April 1980, the Convention on the Limitation Period in the International Sale of Goods adopted in New York in 1974, unless otherwise agreed in writing.
12.3 Where legally binding rules apply, such rules shall prevail over these General Terms and Conditions as far as their scope is concerned.

13. FINAL PROVISIONS

13.1 The invalidity in whole or in part of individual provisions of these General Terms and Conditions of Sale does not affect the validity of the remaining provisions.
13.2 These General Conditions are drawn up in two languages, Italian and English. In the event of any doubts as to interpretation, the Italian version shall prevail.

The Buyer declares to have examined and approved, pursuant to and for the purposes of Article 1341 of the Italian Civil Code, the conditions set forth above and specifically those relating to A. the irrevocability of the proposal as per articles 2 and 3; B. the essentiality of the terms of payment, the right to withdraw from the contract or suspend its execution, the express termination clause and the penalty clause as per article 5; C. the limitations of liability in favour of the Seller and the terms of forfeiture as per articles 3, 4, 8, 9 and 11; D. the non-essentiality of the delivery term and the updating of the price as per article D. the non-essentiality of the delivery term and the updating of the price as per art. 4; the limitations on the Buyer’s right to raise objections as per arts. 4, 5, 8 and 9; E. the restrictions on contractual freedom in relations with third parties as per arts. 4, 5, 6 and 7; F. the sale with retention of title as per art. 6; G. the consent as per art. 10; H. the waiver of jurisdiction as per art. 12.