General Terms and Conditions of Sales

GENERAL DEFINITIONS

These General Terms and Conditions govern the contract of sale between MEDFILM S.ar.l. (hereinafter the Seller) and the Customer (hereinafter the Buyer) and are to be considered as an integral and substantial part of each offer, order confirmation, and all sales documents. They are written in Italian and English. An Italian version is an official contract. Different conditions are not effective even if they are not explicitly contradicted: they apply only if they are recognized in writing by the Seller in each case. Telephone or verbal agreements require written confirmation to have legal effect. The applicability of the terms and conditions of purchase of the buyer is excluded.

ACCEPTANCE OF THE ORDER

THE SENDING OF THE PURCHASE ORDER IN WRITTEN FORM BY THE BUYER INDICATES THE FULL ACCEPTANCE OF THESE GENERAL CONDITIONS OF SALE. The contract of sale is concluded with the written confirmation by the Seller. The Seller may refuse or limit the quantities of the goods of his choice. The Buyer is obliged to return the order for confirmation and acceptance within 48 hours. If the Seller does not confirm, he reserves the right to suspend or cancel the production of the goods. Any changes or additions requested by the Buyer must be accepted in writing with stamp and signature by the Seller and must appear on all sales documents under penalty of nullity.

SCOPE OF DELIVERY

The products to be supplied are those described in the Seller’s order confirmation to the Buyer. The Seller reserves the right to make such changes to the products as it deems appropriate without giving notice to the Buyer. Any characteristics and data resulting from catalogs and any documentation relating to the products are indicative and not binding for the Seller.

QUANTITY OF GOODS

The number of products ordered may vary by 10%: in any case, the Buyer will be required to pay what is delivered in more or less. The quantity measured with the Seller’s weighing instruments at the place of commencement of transport of the Products shall be accepted by both (Seller and Buyer) as incontestably correct. In any case, any verification operations by the Purchaser must be carried out on public or equivalent scales, and the costs are to be borne entirely by the Purchaser.

TECHNICAL TOLERANCES ON PRODUCTION

Unless otherwise agreed in writing, the technical tolerances on production permitted for all finished products are as follows: a) for WEIGHT ±5%; b) for LENGTH ±5%; c) for BAND ±4%; d) for film THICKNESS ±10%; e) for spindle CENTRALITY ±3mm for each side.

PRICE AND CONDITIONS OF PAYMENT

The price of the goods is indicated on the invoice. The agreed prices are exclusive of any charge, tax, and tax that are exclusively borne by the Buyer. Payments must be made on time by crediting the Seller’s bank account in the manner and the currency indicated on the invoice. In the case of Pro-forma invoices, the prepayment must be made within 10 days from the date of receipt of the order confirmation, otherwise, the order will be canceled. Cheques and other securities are accepted subject to approval. Any complaints do not entitle you to suspend or delay payments of other goods already provided. The Buyer is not authorized to make any deduction from the agreed price (e.g. for prepayment or in cases of alleged defects of the goods) unless prior written agreement with the Seller.

INTEREST IN CASE OF LATE PAYMENT

Late payment is a breach of contractual obligations and involves the automatic application of statutory interest on the amount invoiced from the moment the payment is due until the moment of payment. Unless otherwise agreed, the interest rate shall increase by 4 percentage points above the Euroribor rate in force on the day of payment or the last publication.

DELIVERY AND PASSAGE OF RISK

The Seller pledges to respect the delivery dates indicated on the order confirmation, which remain indicative and non-binding. In case of force majeure the Seller cannot be held responsible for the delay of the delivery. In addition, the buyer waives any claim against the Seller for delays in the delivery of the goods even if such delay results in damage to the Buyer. Whatever the term of return (INCOTERMS edition in force on the date of conclusion of the contract) chosen by the parties, the risks pass in any case to the Buyer at the time of delivery of the goods to the first carrier, at the Seller’s factory.

VERIFICATION OF GOODS – COMPLAINTS AND PRESCRIPTION

The Buyer is obliged to check the goods upon delivery before they are used and/or resold. Any complaints relating to the state of the packaging, quantity, number or external characteristics of the goods (obvious defects) must be communicated in writing (including fax or e-mail) no later than 10 days from receipt of the same, under penalty of forfeiture. While for defects not evident one month after receipt of the goods, the Buyer forfeits any right of claim and action arising from the contract. The goods deemed to be non-conforming must be set aside in the same state in which they were delivered so that the Seller can examine the validity of the dispute through the inspection of the same. The Buyer’s decision to resell or use the contested material, without the Seller’s prior approval, does not entitle the Buyer to compensation. The Buyer’s complaint will be deemed inadmissible if caused by improper storage of the goods after delivery.

WARRANTY ON THE GOODS AND LIMITATION OF LIABILITY

The Seller guarantees that the goods delivered comply with the technical specifications published in the Products section of its website: www.nolanplastica.com. In the presence of defects or defects in conformity with the goods attributable to the Seller, This person is required to collect the unsuitable goods and replace them with suitable goods or to grant reimbursement of the price or an appropriate reduction provided that the same defects have been notified to him promptly by art. 8. 8. The Seller’s warranty is limited only to the above remedies and does not cover damage to the goods while they are in transit, or damage due to poor or improper storage of the goods by the Buyer. It is understood that the above guarantee is absorbing and substitutes for the guarantees or liabilities provided by law, and excludes any other liability of the Seller (both contractual and non-contractual) however originating from the goods supplied (for example compensation for direct and/or indirect damage suffered by the customer, etc.).

COMPLIANCE WITH RULES ON PROTECTION OF THE ENVIRONMENT, HEALTH AND SAFETY AT WORK

Information on the use of products is contained in safety data sheets (called MSDS) that the Seller sends to the Buyer who can/ must forward them to anyone who by law must have knowledge. In addition, the Buyer will take care to take all appropriate precautions to prevent the risks listed in the MSDS cards and to manage , dispose of or recycle in compliance with applicable laws and regulations all waste and processing residues related to the use of the products. Although the MSDS are sent in good faith, there is no guarantee of the accuracy or completeness of the data and statements contained therein. Such data and statements shall be provided to the Purchaser solely to enable the Purchaser and its users and consumers to examine them, analyze them and examine them.

RETENTION OF TITLE

The Seller retains ownership of the delivered goods until it receives the full payment of the same as per its invoice. The purchaser is obliged to keep the goods carefully until the passage of ownership, he remains solely responsible for any risk of loss, theft, and /or whatever may happen to the goods once they have been delivered. The retention of title does not affect the passage of risk that is regulated by Art. 7.

TERMINATION OF THE CONTRACT

The Seller reserves the right to withdraw from the contract in the event that, after confirmation of the order, commercial information is received on the name of the Buyer, at its sole discretion, advise against the execution or continuation of the contract; the exercise of this right does not give the Buyer any right to compensation for damages or other. The Seller reserves the right to terminate the contract, without any need for judicial judgment, even in case of default by the Buyer of the obligations under art. 5, being essential to the contract, or to the occurrence of events (e.g. bankruptcy of the buyer, etc.) that affect the Buyer’s ability to fulfill future obligations, without prejudice to the Seller’s right to take legal action for compensation for any damage suffered.

UNFORESEEABLE CIRCUMSTANCES AND FORCE MAJEURE

The Seller shall be exempted from any liability if the non-performance of his contractual obligations has been rendered totally or partially, temporarily or permanently, impossible or commercially invalid by accident, force majeure, or events beyond the reasonable control of the Seller. These include, but are not limited to, natural events, fires, floods, wars, accidents, explosions, machine failures, disputes between workers and employers, unavailability of energy, utilities, transport, or raw materials from which the product is obtained directly or indirectly, as well as strikes, even partial, local and national, or even the sole workers of the Seller and any interruption in production or commercial activity. If any of the above events delay the performance of the contract for more than 30 days, both the Buyer and the Seller shall have the right to unilaterally withdraw from the part of the contract that is not enforceable by a written declaration to the other party.

EXCESSIVE BURDENS

n the event of unforeseeable events occurring at the time of the order being placed by the Buyer and its acceptance by the Seller which cannot be attributed to any of the parties and which render the contract excessively burdensome for one of them, then the Parties will exercise due diligence to reach agreement on the measures to be taken about this extraordinary burden. If it is not possible to eliminate the cause, the Party suffering the excessive burden may terminate the Contract.

PARTIAL NULLITY

If one or more provisions of these «General Conditions of Sale» are found to be unlawful, void, invalid, or ineffective, this shall not affect the validity and effectiveness of the remaining provisions of the contract.

APPLICABLE LAW AND PLACE OF JURISDICTION

In case of disputes and/or disputes arising from the conclusion of this contract and which cannot be resolved amicably, the contract will be governed and interpreted in accordance with Italian laws if both parties (Seller and Buyer) have their headquarters in Italy. In the case of international sales this contract will be governed and interpreted by the Vienna Convention of 1980 and for anything not expressly regulated by this Convention will be governed by Italian law. For any dispute that arises from or is in connection with this contract will be the exclusive jurisdiction of the court of NOLA (Naples-ITALY). However, notwithstanding this, the Seller reserves the right to sue the Buyer before the competent judicial authority of the foreign country where the Buyer has its registered office. The language to be used in legal proceedings will be English for international sales and Italian for sales in Italy. In the event of a contradiction between the meaning or interpretation of one of the clauses of these Terms and Conditions of Sale, the Italian version of the text shall prevail over the English version.