1. PARTS

1.1 The seller is Polypipe Italia S.r.l., with registered office in Cicagna (GE), Loc. Pianmercato 5C-D-H 16044, tax code and VAT number 00183810993 (“Polypipe”). Any changes in the name or registered office of Polypipe shall have no effect on the validity and effectiveness of the present general conditions.

1.2 “Customer” means anyone who requests Polypipe to supply the Products.

1.3 Polypipe and the Customer hereinafter referred to individually as the “Party” and jointly as the “Parties”.

2. SCOPE AND EFFECTIVENESS
2.1 These general conditions (the “General Conditions”) shall apply to all sales made by Polypipe and shall govern all future relations between Polypipe and the Customer, even in the absence of an express reference thereto. The placing of the Purchase Order (as defined below) and/or the collection of the Products, as defined below, by the Customer implies full and complete acceptance of the present General Conditions.
2.2 The relations governed by these General Conditions concern the sale of all products marketed by Polypipe (the “Products”).
2.3 By transmitting Purchase Orders to Polypipe, the Customer expressly waives the application of its general terms and conditions of purchase.
2.4 In the event of any discrepancy between the General Conditions and the Purchase Order and/or any document referred to by the latter, the provisions of the Purchase Order accepted by Polypipe shall prevail.
2.5 The Customer declares to know and accept these General Conditions, unless derogations expressly agreed in writing. The placing of the Purchase Order and/or the collection of the Products implies full knowledge of the General Conditions and their acceptance by the Customer. Any deviation from these General Conditions shall only be valid if expressly agreed in writing between the Parties.
2.6 The invalidity or ineffectiveness of one or more clauses of these General Conditions shall not affect the validity, effectiveness and enforceability of the other clauses.
3. ORDERS AND ORDER CONFIRMATION
3.1 “Purchase Orders” shall mean purchase orders for the Products issued by the Customer to Polypipe in the form and manner set out in this clause.
3.2 Purchase Orders shall comply with the offer sent by Polypipe, which shall be valid for a maximum duration of 30 (thirty) days, unless otherwise stated in the offer (the “Offer”).
3.3 Each Purchase Order must be sent in writing to Polypipe (e.g. by email). The Purchase Order shall be deemed to have been accepted by Polypipe and, consequently, the contract shall be deemed to have been concluded when Polypipe’s confirmation of the Purchase Order is received by the Customer (the “Order Confirmation”), or in the event that Polypipe commences the execution of the Purchase Order, at the time of beginning of the execution itself.
3.4 Purchase Orders expressly or tacitly accepted shall have full contractual effect between the Parties and, together with these General Conditions, shall constitute the contract (the “Contract”).
3.5 The Customer may modify or cancel the Purchase Order already transmitted to Polypipe, by means of a written notice containing the references of the Purchase Order to be cancelled or the data to be modified, only if the aforementioned notice of cancellation or modification of the Purchase Order is received by Polypipe prior to the conclusion of the Contract stipulated according to clause 3.4 above.
3.6 Any subsequent cancellation or change request must be expressly accepted by Polypipe. In any case, the Customer shall indemnify Polypipe for all expenses incurred and damages suffered as a result of such modification or cancellation. In the event of cancellation, any deposits or advances paid by the Customer shall be deemed to have been definitively acquired by Polypipe.
4. PRODUCT SPECIFICATIONS AND TECHNICAL DOCUMENTATION
4.1 The Customer, by sending the Purchase Order, acknowledges that it has carefully examined the technical, functional and aesthetic specifications of the Products contained in the offer transmitted by Polypipe, or the documentation of the Products supplied by Polypipe, and that it considers them suitable for the use to which it intends, directly or indirectly, to assign the Products. In any case, technical documentation such as drawings, brochures, presentations, technical catalogues, descriptions, illustrations and dimensional data, performance and weights as well as reference to standards are for information only and are not binding. Polypipe reserves the right to make any changes deemed necessary in the light of technical progress.
4.2 All technical documentation remains the intellectual property of Polypipe and may only be used for the purposes agreed with or intended by Polypipe.
5. EXISTING REQUIREMENTS AT THE PLACE OF DESTINATION
5.1 With the transmission of the Purchase Order, the Customer must inform Polypipe of the existence of legal and other prescriptions existing at the place of destination of the Products, which refer to the specifications of the Products, to the execution of the supply, to compliance with safety and/or type-approval standards. The Customer shall bear all the costs deriving from the breach of this clause, holding Polypipe harmless and fully indemnified from any damage, cost, expenses and/or claim of third parties of any kind, deriving from such breach.
6. PRICES
6.1 The prices of the Products are indicated in Polypipe’s price list, are intended as expressed in Euro, net of the VAT due by law and are subject to revision in the event of variations in the costs relating to the purchase of raw materials and labour. Prices expressed in currencies other than Euro may be subject to variations in relation to fluctuations in the relative exchange rate.
6.2 The prices shall be those in force at the time of the Purchase Order. If, due to circumstances beyond Polypipe’s control, the price is increased by up to 5% of the initial value, it shall be automatically adjusted, and the Customer undertakes as of now to accept such adjustment. In the event of price increases more than 5% Polypipe shall be entitled to withdraw from the Contract without any obligation to pay compensation.
6.3 Prices include standard packaging. The Customer may request special packaging from Polypipe and the cost thereof is not included in the price.
6.4 In any case, the prices of the Products do not include customs charges, permits, certifications, duties, export taxes and/or fees and similar incidental charges.
7. DELIVERY METHODS AND TERMS OF DELIVERY
7.1 Unless otherwise indicated, the sale of the Products is intended Ex Works (EXW Ex Works – Incoterms 2020) from Polypipe’s manufacturing plant located in Cicagna (GE), Loc. Pian Mercato n. 5c, 5d e 5h, 16044, Italy (the “Plant”) and therefore the risks relating to the sale shall pass to the Customer at the moment in which the Products are made available to him at the Plant. In the event that delivery is delayed due to elements beyond Polypipe’s control, the transfer of risks shall take place when Polypipe notifies the Customer of the delay.
7.2 Agreed delivery dates are not binding, but merely indicative.
7.3 Delivery periods shall in any case be deemed extended:
– if the Customer provides the necessary information late and/or incompletely, or subsequently modifies some of this information;
– if the performance is hindered or rendered impossible by any cause beyond Polypipe’s control, including but not limited to: unforeseeable events beyond Polypipe’s control, which make the delivery difficult or impossible, such as delays or defective deliveries by selected subcontractors, labour disputes, official measures, shortages of raw materials or energy, essential plant failures caused by the complete destruction of the Plant or important parts of it, or failure of essential equipment, serious transport hindrances such as strikes and roadblocks;
– if the Customer is in default with the fulfilment of contractual obligations, in particular if payment terms are not met.
7.4 Partial deliveries, followed by partial invoicing, are permitted.
7.5 In any case, deliveries may be suspended in the cases provided for in Articles 10 (non-payment or late payment) and 13 (force majeure).
8. PACKAGING
8.1 In order to improve delivery times and to make it easier for Customers to store the Products, we are entitled to reduce the quantities ordered to multiples of the standard packages, which are indicated in our price list next to each item.
9. MINIMUM PURCHASE ORDER
9.1 Only Purchase Orders for quantities equal to or greater than the values indicated below will be accepted:
– Italian market € 300.00;
– foreign market € 500.00.
10. TERMS OF PAYMENT
10.1 Payments must be made by the Customer within the terms agreed upon in the Offer and indicated in the Order Confirmation or, in the absence of a specific indication, within the term of 30 (thirty) days at the end of the month from the date of issuance of the invoice, by bank transfer to Polypipe’s current account whose IBAN code will be communicated to the Customer in the Order Confirmation or, in any case, in time to allow the Customer to make payment.
10.2 Any payments made to agents, representatives or commercial auxiliaries of Polypipe shall not be deemed to have been made, and therefore shall not release the Customer from his obligation, until the relevant sums are received by Polypipe.
10.3 In the event of non-payment or delay in payment with respect to the terms indicated to the Customer and/or with respect to the provisions of the present article, Polypipe may suspend the processing of the Purchase Orders in progress without any penalty and with waiver of the Customer in default of compensation for damages, until the invoices remaining unpaid have been paid in full. Should the delay continue for more than 7 (seven) days, Polypipe shall be entitled to charge the Customer, without need of any formal notice, moratory interest pursuant to Legislative Decree no. 231 of 9 October 2002 and subsequent amendments, up to the date of actual payment, without prejudice to any other remedy provided for in favour of Polypipe by the present General Conditions and/or by law.
10.4 It is in any case understood that the Customer is not authorised to suspend payments or to make deductions, reductions or offsets for any reason whatsoever, not even in the event of complaints or disputes, unless Polypipe has previously agreed this in writing.
10.5 The Customer shall not issue against Polypipe any claim, dispute or demand, either in action or by way of exception, unless the amounts invoiced by Polypipe have been settled in full.
11. RETENTION OF TITLE
11.1 The Products remain the property of Polypipe until receipt of full payment of the sums due. ln the event of conduct by the Customer that does not comply with the contractual agreements, in particular in the event of failure to comply with the terms of payment, Polypipe shall be entitled to request the return of the Products to the Customer, who shall be obliged to comply with said request immediately.
12. PRODUCTS INSPECTION, WARRANTY AND COMPLAINTS
12.1 The Products are subject to normal testing during the production phase. Additional tests may be requested by the Customer, who shall bear the costs thereof.
12.2 Polypipe warrants that the Products have the promised specifications and are free from defects in the state of the art at the time the Purchase Order is sent, both as regards the materials and the manufacturing; it does not, however, assume any guarantee that the Products correspond to the requirements of the Customer. The duration of the guarantee shall be 12 (twelve) months from receipt of the Products by the Customer, but no longer than 18 (eighteen) months from shipment from the Plant. If a defect is detected, the Customer shall immediately notify Polypipe in writing. Any complaints relating to the weight, quantity, external characteristics of the Products or, in any case, to defects that are immediately visible/noticeable by the Customer must be reported to Polypipe within and no later than 8 (eight) days from receipt of the Products, specifying in detail the defect found. Any complaints relating to defects in the Products delivered that are not immediately visible/noticeable by the Customer must be notified in writing to Polypipe, under penalty of forfeiture, within 8 (eight) days from the discovery of the defects themselves and, in any case, within one year from delivery.
12.3 It is understood that, even in the event of a validly proposed claim, the Customer is obliged to pay the amount of the invoice on the due date and before having made such payment he may not propose, even as an exception, any actions that he may have against Polypipe. Any complaints or disputes concerning a single delivery of Products shall not release the Customer from the obligation to collect the remaining quantity of Products.
12.4 Complaints, validly made, regarding all or part of the Products, do not entitle the Customer to cancel the order, since Polypipe’s liability is limited, in any case, to the repair or replacement, at its own discretion, of the Products that are the subject of the complaint, and any compensation for damages is excluded. The repair or replacement shall be understood as EXW Works. Replaced parts shall become the property of Polypipe. Any incidents involving the Products must be reported in writing to Polypipe immediately and in any case no later than 24 (twenty-four) hours after their occurrence.
12.5 It is understood that Polypipe reserves the right not to accept complaints if they are not reported within the time limits and in the manner provided for in this article.
12.6 Damages due to natural wear and tear, improper storage or maintenance, non-compliance with the instructions for use, excessive stress, inappropriate intervention by the customer or third parties, the use of non-original parts or other causes for which Polypipe is not responsible are excluded from the guarantee.
13. FORCE MAJEURE
13.1 Non-performance of a Party’s obligations which is prevented by objective circumstances beyond its control, such as, but not limited to, pandemics, epidemics, wars, fires, floods, general strikes, lockouts, embargoes, orders of public authorities, shall not constitute a breach of these General Conditions or of the Contracts.
13.2 Upon the occurrence of an event of force majeure, the Party suffering such event shall give written notice to the other Party, which (the latter) may, at its sole discretion, withdraw from the Contract or agree upon new terms and conditions of performance of the supply.
14. RETURNS
14.1 All returns of Products must be authorised by Polypipe. The returned Products must be intact, saleable and returned in their original packaging. On returns of material wrongly ordered by the Customer, an excess of 25% (twenty-five) shall be applied to cover handling costs.
15. LIMITATIONS OF LIABILITY
15.1 Except in case of wilful misconduct or gross negligence, Polypipe shall, in the event of defects, lack of quality or lack of conformity of the Products, only be obliged to repair them or to supply replacement Products. It is understood that the aforesaid warranty (consisting in the obligation to repair or replace the Products) is absorbent and substitutive of any warranty or liability provided for by law and excludes any other liability of Polypipe (whether contractual or non-contractual) however arising from the Products supplied (e.g. compensation for damages, loss of profit, recall campaigns etc.).
16. RIGHT OF WITHDRAWAL
16.1 Polypipe shall also have the right to terminate the Contract without any charge if protests are levied against the Customer, injunctive, executive or precautionary action is taken, or bankruptcy proceedings are instituted.
17. CONFIDENTIALITY
17.1 The Customer agrees to treat information/data/know-how/documentation received and/or learned by Polypipe as confidential, and to restrict the use of and access to such confidential information/documentation for purposes relating to the performance of the Contracts. Confidential information/documentation shall not be reproduced without the prior written consent of Polypipe, and all copies thereof shall be returned immediately upon request by Polypipe.
17.2 The above provisions shall not apply to information that is public or becomes public other than by disclosure by the Customer, its employees or collaborators, as well as information that was in the possession of the Customer before it was received by Polypipe, that was disclosed by sources that are not subject to the restrictions to which the Customer is subject with regard to its use, and that may be disclosed to third parties on the basis of written authorisation by Polypipe.
18. PRIVACY
18.1 Each Party undertakes to process the personal data collected and/or processed in connection with the negotiation, signing and performance of the Contracts (the “Personal Data”) in accordance with the provisions contained in Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data – “GDPR”, as well as in compliance with the Personal Data Protection Code (Legislative Decree 196/2003 and ss.mm.ii) and the provisions of the Italian Data Protection Authority (the “Applicable Privacy Law”).
18.2 Each Party shall process the Personal Data collected under the preceding paragraph as an independent data controller in accordance with Applicable Privacy Law. Personal Data shall be processed in accordance with the principles of lawfulness, fairness, transparency and confidentiality and shall be used and/or transmitted solely for the purpose of executing the relevant Contracts and to comply with the legal obligations arising therefrom.
19. ASSIGNMENT
19.1 Any assignment by the Customer of rights or obligations arising from the Contract, without the prior written consent of Polypipe, shall be deemed void. Polypipe shall be entitled to assign the credits arising from the Contract to third parties at any time, after notifying the Customer in writing.
20. DISPUTES
20.1 These General Conditions and any other contractual relationship between Polypipe and the Customer shall be governed solely by Italian law. For any dispute relating to the Purchase Orders, to the Contracts and to these General Conditions, the Court of Genoa shall have exclusive jurisdiction.
21. TECHNICAL SUPPORT
21.1 Polypipe’s technical and commercial services are at the Customer’s disposal to provide any information on the characteristics and fields of application of the Products.