Term and Conditions

PURCHASE ORDER

Fedrigoni SpA (hereinafter also called for the sake of brevity Supplier) may only accept orders completed in their entirety. In the event of temporary unavailability of the products, the Supplier undertakes to promptly inform the Customer.

CONCLUSION OF THE CONTRACT

The sales contract is considered concluded with the dispatch by the Supplier to the Customer of the order confirmation for the orders of specific fabrications; with the receipt (by telephone, telematics or by fax) of the order by the Supplier for the orders of list items. The order confirmation, when made, will be sent by e-mail or fax to the address and fax number indicated by the Customer in the order. In the case of sending by fax, the message confirming the successful sending of the fax provided by the sender's machine will be deemed valid. In the event of a dispute regarding the conclusion of the contract, only the documentary, electronic and IT results at the Supplier will prevail.

DELIVERY OF GOODS

Unless otherwise indicated by the Customer at the time of the order, the delivery of the goods will be made in the place indicated by the Customer himself in the order by means of a carrier chosen by the Supplier. The delivery of the ordered goods will take place, where possible, within the period specified by the Customer at the time of the order, or in the different term indicated by the Supplier. The Customer acknowledges that the delivery terms are to be considered merely indicative, they cannot in any way be considered essential and do not in any way engage the Supplier. The Customer cannot therefore object to anything regarding the actual terms of delivery of the purchased products, nor request the termination of the contract and / or compensation for damages due to delays, according to custom, in normal tolerance.

TRANSPORT AND INSURANCE

With regard to national commercial transactions and in the absence of different specific agreements, the Supplier fulfils its obligation, delivering the goods covered by the contract to the carrier. From the moment of delivery of the goods to the carrier, the risk of the loss of the goods passes to the exclusive charge of the Customer, who, on the other hand, also acknowledges that the goods travel not covered by any insurance guarantee. For international commercial transactions, instead, reference is made to the specific agreements concluded between Supplier and Customer regarding the delivery conditions and the related INCOTERMS 2000.

METHODS AND PAYMENT TERMS

The Customer must pay for the goods ordered and delivered to him in the manner and within the terms established in the order. The Supplier reserves the right to change the methods and terms of payment to be applied in its relations with the Customer at its own discretion, giving prompt notice to the latter. In any case, the terms and conditions of payment for contracts already concluded cannot be changed. Unless otherwise indicated by the Supplier, the price of the supplies must be paid at the administrative headquarters of Fedrigoni SpA in Verona, Viale Piave n. 3. Each order or delivery must be considered autonomous and independent of any other order or delivery. Any dispute arising between the Customer and the Supplier cannot under any circumstances allow the first to suspend the payment of other invoices or of the non-controversial part of the disputed invoice. In the event of late payment, the Supplier will be entitled to receive default interest due to late payment at the rate indicated by art. 5 of Legislative Decree 09.10.2002 n. 231. The default interest will start automatically, without the need for formal notice, from the expiry of the payment term indicated on the invoice and / or from the expiry of the individual bank receipts eventually issued pursuant to Legislative Decree no. 231/02. The Supplier will also be entitled to obtain reimbursement of the costs incurred by the Supplier also as legal fees for the recovery of sums not promptly paid to him in addition to the greater damage possibly suffered pursuant to art. 6 of Legislative Decree no. 231/02.

CHANGE OF CUSTOMER'S CAPITAL CONDITIONS - RIGHT OF WITHDRAWAL OF THE SUPPLIER

Fedrigoni SpA, pursuant to art. 1461 of the Civil Code, reserves the right to suspend performance of the service by the same, due by virtue of already concluded contracts, where it has received news, however learned, relating to changes in the customer's financial conditions such as to endanger the achievement of the consideration . In the event that the Supplier makes use of the aforementioned caution he will promptly notify the Customer by inviting him to provide explanations regarding the detrimental circumstances concerning him and, in any case, to provide a suitable real and / or personal guarantee Where the Customer should not to provide the guarantee required, the Supplier may withdraw from the contract with immediate effect upon simple written communication.

DEFECTS OF GOODS - COMPLAINT AND ASSESSMENT

Fedrigoni SpA guarantees the high quality of the special papers produced by it and excellent production standards. In particular, Fedrigoni SpA carries out strict quality controls both in the production phase and in the storage phase in order to guarantee a product as free as possible from manufacturing defects and / or defects. Nevertheless, the Customer is required to carefully examine, inspect and inspect the goods delivered to him. Any defect and / or defect and / or lack of the promised quality of the goods must be reported by the Customer, under penalty of forfeiture, within 8 days from delivery of the goods if the defect and / or defect is obvious or within 8 days from the finding if hidden and / or verifiable only when the delivered product is used. In any case, this last term cannot exceed 2 (two) months from delivery. The complaint must be made in writing, addressed to the administrative office of Fedrigoni SpA or to the branch in charge and must contain the detailed description of the nature and extent of the defect and / or defect complained of, the product identification label and the copy of the transport document or invoice. The communication without the characteristics and contents indicated above will not be considered a valid complaint and will therefore not be suitable to avoid the expiration of the above deadline. The Customer must keep the goods delivered to the Supplier in order to allow for the necessary checks. Following the receipt of a regular communication Fedrigoni SpA undertakes to carry out, in the shortest possible time, the technical and quality checks in its laboratories. The outcome of the checks will be promptly communicated in writing to the Customer. In the event that the conclusions of the verification procedure are disputed by the Customer, the parties agree that a further verification is referred exclusively and definitively to the Experimental Station for cellulose, paper and vegetable and artificial textile fibers in Milan. The outcome of the investigation carried out by the aforementioned institute will be binding for the parties as regards the existence of the alleged defect and the attributability of the defect to the Supplier or the Customer outcome of the checks will be promptly communicated to the Customer in writing. In the event that the conclusions of the verification procedure are disputed by the Customer, the parties agree that a further verification is referred exclusively and definitively to the Experimental Station for cellulose, paper and vegetable and artificial textile fibers in Milan. The outcome of the investigation carried out by the aforementioned institute will be binding for the parties as regards the existence of the alleged defect and the attributability of the defect to the Supplier or the Customer outcome of the checks will be promptly communicated to the Customer in writing. In the event that the conclusions of the verification procedure are disputed by the Customer, the parties agree that a further verification is referred exclusively and definitively to the Experimental Station for cellulose, paper and vegetable and artificial textile fibers in Milan. The outcome of the investigation carried out by the aforementioned institute will be binding for the parties as regards the existence of the alleged defect and the attributability of the defect to the Supplier or the Customer.

LIMITATION OF LIABILITY - DAMAGES REFUNDABLE

In the event of a defect recognized by Fedrigoni SpA or ascertained by the Experimental Station for cellulose, paper and vegetable and artificial textile fibers in Milan, the Supplier will be required exclusively to replace the goods. In any case, Fedrigoni SpA will respond exclusively within the limits of the value of the goods supplied and ascertained as defective.

WEIGHTS AND MEASURES

The weights can be expressed in number of sheets, number of reams, etc. ..; the quantities in kg / ton. The relationship between them is a consequence of the mathematical calculation (theoretical weight).

USES

For matters not covered by these general sales conditions, the uses and customs of the Milan Paper Industry and Trade and the General Sales Conditions for card and board manufacturers of the European Community (CEPAC) apply.

MAJOR FORCE

Each commitment is understood to be assumed except for impediments due to force majeure: these are considered, by way of example, to be full and thin in water courses, lack of electricity, road and rail interruptions, wars, fires, strikes, deficiencies of raw materials, etc. If a case of force majeure occurs, the Supplier may terminate the order or perform the service as soon as possible by agreement with the buyer.

JURISDICTION AND COMPETENCE

For any dispute concerning the interpretation, application and execution of this contract, the parties elect the Italian Jurisdiction and the exclusive jurisdiction of the Court of Verona, thereby intending the parties to exclude the alternative forums provided for in articles 18, 19 and 20 cpc.

TONGUE 

The present general sales conditions can be translated into the necessary languages. However, the Italian version will prevail in the event of any dispute.