UNICOL S.R.L.

GENERAL TERMS AND CONDITIONS OF SALE

[01/09/2021]

  1. General terms conditions of sale – The purchase and sale of the products described in the purchase orders (the “Products”) is governed by these General Terms and Conditions of Sale (the “General Terms and Conditions”), which cancel and replace any previous general terms and conditions of sale and, in any case, any previous agreement, both written and verbal.

The Customer (the “Customer”) accepts all of the General Terms and Conditions herein and acknowledges their prevalence, waiving, if necessary, its own general terms and conditions of purchase taken as a whole or individually.

The General Terms and Conditions, known and approved by the Customer, will apply in any case if verbal contracts are executed with the same Customer, by letter, e-mail, or other printed or media otherwise, unless Unicol S.r.l. (“Unicol”) has not agreed or accepted in writing and in an explicit form derogations or amendments to the provisions contained herein. All orders given, including verbally, to Unicol, either directly, or through its agents or appointees, shall be understood, therefore and always, subject to the regulations of these General Terms and Conditions.

Any exceptions to these General Terms and Conditions may be valid between the parties only through different agreements accepted in writing by Unicol.

  1. Order – The purchase order (“Order”) constitutes an irrevocable proposal for the Customer for a term of 30 (thirty) days, unless a longer term is indicated in the Order, starting from the date of its receipt by Unicol.
  2. Acceptance of the Order – Contract – Transfer of ownership – The purchase and sale of the Products (the “Contract”) is governed by the Order and these General Terms and Conditions.

The Contract is considered executed when the Customer receives a formal Order Confirmation from Unicol, or, failing that, with the execution of the Order by Unicol by delivery of the Products to the Customer or to the carrier or freight forwarder.

The General Terms and Conditions prevail over the provisions of the Order, in the event of conflict, without prejudice to cases of express derogations pursuant to the provisions of articles 1 and 2 herein.

  1. Price – The price of the Products is that resulting from the price lists in force at the time the Order was sent by the Customer. Unless otherwise specified, all prices indicated in any document and correspondence issued by Unicol are to be understood as being expressed in Euro and exclusive of VAT.

Unicol may change the list prices, at any time, with 30 (thirty) days notice.

If, as a result of changes made to the price list prior to the Order, the Products ordered are no longer in series production, the price of the Products no longer in the price list shall be determined on a case-by-case basis in agreement with the Customer. In any case, it remains the responsibility of the Customer, before submitting the Order, to inquire about the Products that are part of the production from the price list at that time.

  1. Product Features – All Product features listed in the Unicol catalogue and website are for guidance only and can be changed by Unicol at any time, without notice. Any inaccuracies do not entitle the Customer to request the total or partial termination of the sale, nor the payment of compensation or indemnity of any kind.
  2. Delivery – The delivery terms are, as a rule, purely indicative, as they do not constitute an essential element of fulfilment; Unicol, in view of objective needs, is entitled to reasonably anticipate or postpone the delivery of all or part of the goods, notifying the customer at the time of the “goods ready for delivery” without this entitling the customer to request the total or partial termination of the supply, nor the payment of compensation or indemnity. For the purposes of delivery and the burdens borne by the parties, these refer to the specific Incoterms® 2020 ICC agreed for the specific supply and, therefore, resulting in the Order Confirmation. Changes to the place of destination communicated by the Customer after the transmission of the Order do not bind Unicol, unless accepted in writing.

The documents certifying the delivery, or other documentation in any way consequential or relevant to the Order, are validly signed on behalf of the Customer or by any person present or appearing to be in charge of its organisation, its commercial operation or a point of sale, even if not expressly provided with powers of representation.

  1. Refusal to receive delivery – If the Customer refuses to receive delivery of all or part of the Products at the place of destination, Unicol may, at its sole discretion, request the execution of the Contract, or declare the total or partial termination of the same. In either case, Unicol retains title to compensation for damages. Any liability of Unicol for risks arising from, or inherent to, the storage of the Products is expressly excluded.
  2. Suspension of execution. Termination – Unicol reserves the right to suspend the execution of the Order (even if expressly accepted) at any time and without prior notice, as well as to make the delivery of the Products subject to the full advance payment of the price and any other amount due, or to the immediate provision of adequate guarantees, whenever the Customer is in default or late in payments, even of previous supplies or amounts of money due for different reasons, whatever the reason. Unicol reserves the same right in the event of changes in the Customer, in its structure or corporate structure, in the composition of its executive or management bodies, in its financial situation, assets or commercial image, as well as in case of protests, pending liquidation, executive or precautionary proceedings, suspensions, difficulties or delays of no less importance in the fulfilment of the obligations undertaken, also towards third parties. Unicol reserves the right to request the termination of the Contract. Without prejudice, in any case, to the right of compensation for damages. Unicol also reserves the right to amend sales prices for reasons of Force Majeure or increases in the cost of raw material, which cannot be estimated and occurred between the issue of the Order and its execution, greater than 5%.
  3. Application and use – The Products must be applied and used in compliance with the technical specifications and instructions prepared by Unicol, also for the purposes of the warranties that accompany the same.

Unicol specifies that all Products are tested under standard internal conditions following a protocol; therefore, it does not guarantee that the same Products give the same results under different conditions.

The instructions for use are provided based on Unicol’s knowledge and with reference to the types and conditions of use indicated (in the Product Data Sheet and/or in the instructions for use), without guarantee that the same are correct in consideration of the application/use variables.

Unicol does not assume any liability in the event of bad or incorrect application or use of the Product, whether of its own manufacture or of third parties.

  1. Warranty – Limits – Unicol warrants that the Products are free from manufacturing defects. This warranty is provided until the expiry date of use of the Products, as indicated in the Product Technical Data Sheet prepared by Unicol.

The conformity of the Products to samples, illustrations contained in price lists, catalogues or similar documents must not be understood as exhaustive; in particular, the colours of the Products may differ with respect to samples, productions subject to previous supplies and/or images present in the aforementioned documentation, without the Customer being able to raise disputes in this regard or reserving the right to request the termination of the Contract and/or the recognition of compensation, indemnities or a reduction of the sales price.

Unicol’s warranty service is expressly limited to the delivery of the Products ascertained to be missing and to the replacement of the Products returned and ascertained to be defective or, in either case, at Unicol’s sole discretion, to a corresponding reduction of the price. Various warranties and remedies, express or implied, including, without limitation, any warranty of merchantability or fitness of the Products for a particular purpose and any further indemnity or compensation, are expressly excluded.

  1. Returns – We do not accept returns of goods unless authorised in writing by Unicol. Shipping will be at the expense of the Customer, who must attach the duly completed authorisation form. Returns accepted by Unicol are credited at the invoice price paid at the time of the purchase, minus depreciation for age, wear or damage, attributable to the Customer.

In the case of Products returned and found to be defective, the provisions of Article 10 (Warranty) above shall apply, if the conditions are met.

Returns shall not be accepted with reference to Products no longer included in the production price list.

  1. Claims – Any claims for shortages, damage, tampering or apparent transport damage from the external examination of the packages containing the Products must be raised, under penalty of forfeiture, upon receipt of the Products by the Customer, by means of a detailed annotation signed by the Customer and affixed to the transport and delivery documentation.

Any claims for defects, damage, shortages and damages not apparent only to the external examination of the packages, must be raised, under penalty of forfeiture, by means of a registered letter with acknowledgement of receipt or sent by PEC (certified e-mail) to Unicol within 8 (eight) days from the receipt of the Products in the event of obvious defects, and within 8 (eight) days from the discovery in the event of non-visible defects.

The pending claims or the allegation of claims as a guarantee does not constitute a justified reason for the Customer to delay or suspend the payment of the Price, including partially. The Customer expressly has no right to oppose Unicol in compensation for any reason of credit in any case arising from the warranty referred to in clause 10.

  1. Payments – The place of performance of the obligation to pay the price must always be considered to be Unicol’s registered office; this place is not changed by the issue of direct bills of exchange or drafts, or bank receipts. Only payments made directly to Unicol or to one of its authorised agents are recognised as valid.

Payments must be made within the terms indicated in the order confirmation.

Without prejudice to the provisions of art. 8 (suspension of execution) above, in the event of non-payment and/or non-compliance with the agreed due dates, Unicol shall be entitled to interest at the rate set forth in art. 5 of Italian Legislative Decree 231 of 2002, without prejudice to the right to compensation for greater damages. Unicol may also declare the forfeiture of the Customer from the benefit of the term, and request the immediate payment of any amount due for any reason.

  1. Force Majeure – Unicol and/or the Customer shall not be held liable for the non-fulfilment, including partial, of one of their obligations if it is proven that the non-fulfilment is due to an impediment beyond their control; that could not have reasonably foreseen, at the time of execution of the order, the presence of such an impediment and its effects on the ability to perform their obligations; and that they could not have reasonably avoided or overcome such an impediment or its effects.

The party invoking the exemption from liability is required to inform the other party as soon as possible, and immediately after becoming aware of the impediment and its effects on its ability to perform its obligations, the existence of the impediment, as well as the effects of the same on its ability to meet its commitments. A similar communication must be given as soon as the cause for exemption from liability ceases to exist. Anyone who omits one or the other communication will be liable for damages that could otherwise have been avoided.

  1. Trademarks – It is expressly forbidden for the Customer to remove, delete or, in any case, alter the trademarks or distinctive signs affixed to the Products, as well as to affix new trademarks or distinctive signs of any kind, unless otherwise agreed in writing between the parties. Unless otherwise expressly authorised by Unicol in writing, any form of reproduction or use by the Customer of the trademarks and other distinctive signs affixed to the Products is prohibited.
  2. Applicable law and jurisdiction – Jurisdiction – All contracts with Unicol are governed by Italian law, with the express exclusion of the United Nations Convention on the international sale of movable property adopted in Vienna on 11/4/1980, and subject to Italian jurisdiction. The Court of Treviso has exclusive jurisdiction for any dispute arising from the purchase and sale contracts.

Verona, 08/09/2021

The conditions referred to in articles 1341 and 1342 of the Italian Civil Code are expressly accepted, pursuant to and for the effects of articles: 1 – value and effectiveness of the General Terms and Conditions of Sale; 2 – irrevocable order; 4 – amendment of price lists; 5 – indicative character of the characteristics of the Products; 6 – non-exhaustive nature of the terms of delivery; 7 – refusal to receive the delivery, termination and exemption for Unicol from liability for storage; 8 – suspension of the execution and termination of the Contract; 9 – exemption for Unicol from liability for misuse or incorrect use/installation of the Products; 10 – Warranty. limits; 12 – claims; prohibition of compensation; 13 – delay in payment, forfeiture of the benefit of the term; 14 – force majeure; 16 – applicable law and jurisdiction – jurisdiction.

Verona, 08/09/2021