1. SCOPE OF APPLICATION

1.1 These General Terms and Conditions of Sale apply to all contracts (‘Contract’ or ‘Contracts’) between Eurotec Tecnopolimeri s.r.l. (‘Eurotec Tecnopolimeri’) and the Customer, concerning the products sold by Eurotec Tecnopolimeri (‘Products’).

1.2 These General Terms and Conditions of Sale form an essential and integral part of the Contract between Eurotec Tecnopolimeri and the Customer. Any order placed by the Customer, including but not limited to any commencement of performance, implies full and unconditional acceptance of these General Terms and Conditions of Sale.

1.3 Therefore, any order or Contract sent to or concluded with Eurotec Tecnopolimeri shall be exclusively governed by these General Terms and Conditions, which shall prevail in all cases over any general terms of sale or contractual forms issued or referenced by the Customer.
 

2. COMPLETION OF THE CONTRACT

2.1 Offers made by Eurotec Tecnopolimeri shall be deemed sales proposals and shall be considered accepted by the Customer upon any written expression of acceptance, whether express or implied. Even the mere commencement of supply execution constitutes acceptance.

2.2 Orders issued by the Customer shall be deemed accepted and binding on Eurotec Tecnopolimeri only upon issuance of an order confirmation to the Customer.

2.3 Any amendments or cancellations of the order must be communicated by the Customer, under penalty of forfeiture, within a strict period of two days from receipt of the order confirmation; otherwise, they shall have no effect.
 

3. DELIVERY TERMS

3.1 Delivery terms shall be those indicated in the order confirmation and shall prevail over those indicated by the Customer in the order. Any changes to the delivery date will be promptly communicated and agreed upon.

3.2 Eurotec Tecnopolimeri shall not be held liable for any delivery delays due to force majeure or acts or omissions of the Customer (e.g. failure to provide necessary instructions for the production and/or delivery of the Products; failure to collect goods after notice of readiness).

3.3 Any failure or delay in payment by the Customer, whether on the order or ongoing contract, or on previous supplies, entitles Eurotec Tecnopolimeri to suspend or delay all current deliveries, including those under previous or separate Contracts, until the Customer fully fulfils their obligations.
 

4. DELIVERY TERMS AND CONDITIONS

4.1 Delivery conditions are defined in the order confirmation.

4.2 Ex Works delivery implies transfer of ownership to the Customer, who shall then bear the risk of damage or loss of the goods during transport. The Customer shall be responsible for insuring the Product against transport risks.

4.3 Any reference to commercial terms (Ex Works, FCA, CIP, etc.) shall be interpreted in accordance with the Incoterms of the International Chamber of Commerce in force at the date of the Contract.
 

5. PRICES AND PAYMENTS

5.1 Product prices shall be those stated in the order confirmation issued by Eurotec Tecnopolimeri and are intended net of any applicable taxes and duties.

5.2 Payment must be made by the Customer in accordance with the terms and conditions stated in the order confirmation, the Contract, or as separately agreed by Eurotec Tecnopolimeri. In the event of non-payment or late payment, without prejudice to any other remedies, Eurotec Tecnopolimeri shall be entitled to interest for late payment as provided by Legislative Decree No. 231 of 9 October 2002, implementing EC Directive 2000/35, without the need for formal notice. If the delay exceeds 30 days, Eurotec Tecnopolimeri shall be entitled, at its discretion, to suspend deliveries or to terminate the Contract due to the Customer’s breach, without prejudice to its right to compensation.
 

6. WARRANTY FOR DEFECTS

6.1 Eurotec Tecnopolimeri guarantees that the distributed Products comply with the technical specifications provided by the Manufacturer. It is the Customer’s responsibility to ensure use of the product in accordance with these specifications. Eurotec Tecnopolimeri assumes no liability for the Customer’s use of the Products in the manufacture of items or components with specific safety, health, environmental, or toxicological requirements. The Customer is solely responsible for the use, processing, transformation or storage of the Product.

6.2 The warranty does not cover defects or non-conformities arising after delivery, such as negligence, improper storage or misuse.

The warranty and transport risk are governed by the agreed delivery terms.

6.3 The obligations under this clause replace any other legal warranties or liabilities, except in cases of wilful misconduct or gross negligence. Eurotec Tecnopolimeri shall not be liable for indirect damages arising from the processing or integration of the product into other goods.

6.4 The warranty shall not apply if the Products supplied have been mixed, integrated, or incorporated with third-party products.

6.5 Technical datasheets for each Product can be accessed at www.eurotecsrl.info or provided upon request.
 

7. CLAIMS

7.1 Any claim relating to packaging, quantity, quality or visible characteristics of the Products (apparent defects) must be notified in writing to Eurotec Tecnopolimeri, under penalty of forfeiture, within 8 days of delivery.

7.2 Claims relating to hidden defects not detectable upon diligent inspection at delivery must be notified in writing within 15 days of discovery and in any event within 12 months from delivery.

7.3 Upon receipt of a timely and justified claim, Eurotec Tecnopolimeri reserves the right to request product samples for internal analysis. Failure to provide samples without justification shall result in loss of warranty rights. The Customer acknowledges that Eurotec Tecnopolimeri acts as distributor and not as manufacturer. Intrinsic defects not attributable to Eurotec Tecnopolimeri shall be managed directly between the Customer and the manufacturer, with Eurotec providing the necessary support.

7.4 Claims shall not entitle the Customer to suspend or delay payment for the disputed Products or for unrelated supplies.

7.5 The Customer may not withhold payment or apply deductions or offsets without prior agreement from Eurotec Tecnopolimeri.
 

8. LIMITATION OF LIABILITY

8.1 Eurotec Tecnopolimeri’s liability for damages is subject to the limitations set forth in this clause, regardless of the legal grounds.

8.2 Eurotec Tecnopolimeri shall not be liable for simple negligence, and in any case liability is limited to foreseeable damages only.

8.3 Where Eurotec Tecnopolimeri provides free advice or information without contractual obligation, such services shall be excluded from liability.

8.4 These exclusions and limitations apply equally to Eurotec Tecnopolimeri’s agents, legal representatives, employees, and collaborators.

8.5 Eurotec Tecnopolimeri’s liability for (i) injury to life, body or health; (ii) wilful misconduct or gross negligence; (iii) product liability under applicable laws, shall remain subject to statutory provisions.

8.6 In all cases, Eurotec Tecnopolimeri’s liability shall not exceed an amount equal to three times the value of the supply giving rise to the claim.
 

9. FORCE MAJEURE

9.1 Each party may suspend the performance of its obligations if such performance is rendered impossible or unreasonably burdensome by an unforeseeable event beyond its control, such as epidemics, pandemics, strikes, boycotts, lockouts, fire, flood, earthquake, other natural disasters, war (declared or undeclared), civil war, riots, revolutions, requisitions, embargoes, power outages, or shortages of raw materials or components.

9.2 The party invoking this clause must notify the other party in writing without delay of the beginning and end of the force majeure circumstances.

9.3 If the suspension lasts more than six (6) weeks, either party shall have the right to terminate the Contract upon 15 (fifteen) days’ written notice to the other party.
 

10. COMMUNICATIONS

10.1 All communications relating to contracts with Eurotec Tecnopolimeri must be made in writing by appropriate means (e-mail, fax, certified e-mail, registered mail, courier) capable of ensuring actual receipt.
 

11. EXCLUSIVE JURISDICTION AND VENUE

11.1 Orders and contracts concluded with Eurotec Tecnopolimeri, as well as these General Terms and Conditions of Sale, shall be governed exclusively by Italian law.

11.2 The provisions of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply.

11.3 For all disputes arising from orders, contracts, or these General Terms and Conditions, exclusive jurisdiction shall lie with the Italian courts, with the Court of Treviso being the sole competent forum.