CONDIZIONI GENERALI DI CONTRATTO | GENERAL CONTRACTUAL CONDITIONS

1.1 Definitions:

• “Act” means the Italian and U.E. Regulations concerning the technical standards

and safety rules of the products;

• “Seller” means Idral S.r.l., having its seat in Via Isei 8/10, 28010 Gargallo (NO),

Italy company who made and sell the products belonging to healthcare field as

well as the product made on request and following the models indicated by the

customers (hereinafter the “Products”);

• “Buyer” means any company which made the Order;

• “Conditions” means these terms and conditions;

• “Confidential Information” means any information which either party identifies

as confidential but does not include information which is available in the public

domain unless that information enters the public domain as a result of a breach

of confidence by the other party being regulated in the present Conditions;

• “Intellectual Property Rights” means all intellectual property rights including

current and future registered and unregistered rights in respect of copyright,

trademarks, trade secrets, know-how, confidential information;

• “Order” means the document sent by the Buyer indicating the technical speci-

fications of the Product requested to the Seller, the quantity, the price proposed

from the Buyer to the Seller for the supply of the Products;

• “Order Confirmation” means the document sent by the Seller answering to the

Buyer’s Order referring to the present Conditions, the technical specifications of

the Products requested by the Buyer, the quantity of Products requested in the

Order as well as the Price for the supply of the Products;

• “Technical Specifications” mean all the technical specifications relating to the

type and quality of Products set out in its Order if accepted by the Seller in its

Order Confirmation.

• “Delivery” means any shipment made by the Seller, during the year, in execution

of the Order Confirmation following EXW Via Isei 8/10, 28010 Gargallo (NO),

Italy, as defined by the Incoterms® ICC 2020 unless differently agreed in the

order Confirmation;

• “Quality Certification” means the analysis made by an Italian high ranked labo-

ratory in order to state that the Products is complying with the Technical Specifi-

cations agreed in the Order Confirmation in case of claim made by the Buyer;

• “Inspection” means any kind of inspection made by the Buyer in order to verify

the compliance of the Products with the Technical Specifications agreed in the

Order Confirmation.

2.

Supply of Products and Conditions

2.1 The Seller agrees to supply and the Buyer agrees to purchase the Products on

the terms and conditions set out in these Conditions.

2.2 These Conditions are regulating any Order made by the Buyer as accepted

and integrated by the Order Confirmation made by the Seller in writing.

3.

Orders

3.1 The Buyer shall submit an Order to the Seller for a definite quantity of Prod-

ucts indicating the price and the Technical Specifications required. All Orders

must be accepted by the Seller with the Order Confirmation in writing.

3.2 A Seller quotation is not an offer to supply the Products referred to in the

quotation. Unless the Seller has agreed to set price for specified periods of

time, all quotations lapse 3 business days after issue and may be withdrawn

or changed by the Seller at any time.

3.3 These Conditions will prevail to the extent of any legal inconsistency with any

Order.

4.

Price and payment

4.1 The price of Products will be as agreed in writing by the Seller in the Order

Confirmation.

4.2 Unless otherwise agreed in writing by the Seller, the Seller is not allowed to

change the price of Products agreed in the Order Confirmation unless it gives

evidence of the increase of the raw material price for more than 5% (five per

cent).

4.3 Subject to these Conditions, the Products supplied by the Seller must be paid

following the term indicated in the Order Confirmation.

4.4 Unless otherwise agreed, all payments are to be made by bank transfer in

Euros.

4.5 The Seller may can cancel the Order in case the Buyer does not respect the

terms of payment for more than 20 (twenty) days.

5.

Delivery and risk

5.1 The Products will be delivered by the Seller to the place and on the dates set

out in the Order Confirmation.

5.2 The Seller is not obliged to deliver Products unless the payment for the previ-

ous delivery of Products has been made.

5.3 The Seller shall not be liable for any losses, damages or expenses sustained

by the Buyer, or any other party, due to a delay in delivery or collection of the

Products.

6.

Title

6.1 The Seller will retain the title of the Products supplied to the Buyer until the

purchase price of the Products has been paid in full to the Seller.

6.2 Until the title passes to the Buyer: (a) the Buyer will hold the Products as

agent for the Seller only; (b) the Buyer will insure the Products against all

usual risks to full replacement value and hold any insurance monies received

by the Buyer for Products on trust for the Seller; (c) the Buyer will store the

Products separately, clearly identified as the Seller’s property and in a manner

to enable them to be identified and cross–referenced to particular invoices

where reasonably possible; and (d) the Buyer will not pledge or allow any lien,

charge or other encumbrance to arise over the Products.

7.

Warranties

8.

9.

7.1 The Seller warrants to the Buyer that: (a) the Products are complying with

all Acts; (b) the Products comply with the Technical Specifications indicated

in the Order Confirmation; and (c) it has all necessary licenses, consents and

authorizations required to produce, package and supply the Products under

these Conditions.

7.2 The Buyer warrants that: (a) it has received adequate information regarding

the Products to ensure their safe use, handling and storage; and (b) it will

ensure that the Products are properly used and stored.

7.3 The Buyer must made an Inspection of the Products on delivery and/or at Sell-

er premises, indicating on the bill of lading and/or trough a specific written

claim to be sent by email to the Seller any defect of the product immediately

found at the arrival. In any case the Buyer shall communicate the claim within

10 (ten) days from the defect discovery.

7.4 In its claim, the Buyer must include the Order Confirmation number and date

as well as the pictures and descriptions of the defects. The parties concur that

in case of a disagreement regarding the claim, both of them may submit the

case to a specialized third party, to clarify the potential differences between

the Products to the Technical Specifications indicated in the Order Confir-

mation. The technical evaluation of the Laboratory shall be binding for both

parties.

7.5 The Buyer must comply with any request from the Seller in relation to the

return of Products that are alleged to be defective.

7.6 If the Products do not comply with clause 7.1(b), the Seller’s liability to the

Buyer is limited to replace the defective Products provided that it has been

stored and packaged by the Seller directly or by the Buyer following the in-

struction of the Seller.

7.7 Despite any other provision of these Conditions, the maximum liability of the

Seller to the Buyer for breach of contract, negligence or otherwise in connec-

tion with these Conditions of the Products is limited to the amount paid or

payable by the Buyer for the Products to be supplied under these Conditions.

7.8 Neither party will be liable to the other party or any other person for indirect

or consequential losses or damages and for any loss of profits, loss of busi-

ness opportunity, costs and damage to reputation.

7.9 As far as the packaging for the private label sale is concerned, the minimum

quantity of packaging and materials must be agreed in writing between the

Seller and the Buyer. If not, the Seller shall fix a maximum quantity of packag-

ing materials to be used. The Seller is not liable for the labels on the packag-

ing which shall be made following the Buyers guidelines.

7.10 In case the Buyer hold on or cancel the Order, the packaging costs shall be at

its own charge.

Confidential Information and Intellectual Property Rights

8.1 Neither party may, without the prior written consent of the other party: (a)

disclose Confidential Information to any other person; or (b) use Confidential

Information for any reason other than the furtherance of the business rela-

tionship between the Buyer and the Seller, (c) except where required by law

or the rules of a stock exchange or disclosure to that party’s legal, financial or

other advisers.

8.2 Neither the Seller nor the Buyer transfers any right, title or interest in any

Intellectual Property Rights of the respective party to the other. Each party is

prohibited from using the other party’s Intellectual Property Rights (including

but not limited to trademarks) unless authorized in writing by the owning

party.

Force Majeure

9.1

The Seller will not be liable if the Seller is delayed or prevented from delivering

Products, or otherwise performing any of its contractual obligations, due to

any cause or circumstance beyond its reasonable control including epidemic

and/or pandemic events, acts of God, floods, storms, natural disasters, acts

of war or terrorism, sabotage, acts of government or regulatory authority,

strikes or other industrial disputes, court orders, breakdown of equipment or

the failure by the Seller’s suppliers to deliver to the Seller. As a result of the

event, the affected Party shall have the right to a suspension or an extension

of the times within which he must fulfill his contract obligations, it remaining

nevertheless understood, that if the unforeseen event extends for more than

sixty (60) days, the Seller shall be entitled to cancel any order that is already

in progress.

10. General

10.1 These Conditions as well as the Order and the Order Confirmation made by

the Parties are governed by the Italian laws.

10.2 Any dispute arising out or related to these Conditions as well as the Order

and the Order Confirmation made by the Parties shall be settled by arbitra-

tion under the Rules of the Chamber of Arbitration of Milan (the Rules), by

a sole arbitrator, appointed in accordance with the Rules. Place of arbitration

shall be Milan, Italy. Language Arbitration shall be English. In case the Buyer

has its own seat in Italy, the Seller has the choice to made the claim to the

Italian Court of Torino for any dispute arising of the present Conditions as

well as the Order and the Order Confirmation made by the Parties.

10.3 Except as otherwise agreed in writing by the parties, any Agreement between

the parties, these Conditions, together with any Order accepted by the Seller

in the Order Confirmation, constitute all of the terms of the contract for the

sale of the Products by the Seller to the Buyer.

10.4 Neither party may assign all or any of its rights or obligations under these

Conditions without the prior written consent of the other party.

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