General Terms and Conditions of Sale

1. Scope of Application and Formation of the Contract

1.1 Any contract entered into between ATR-NE S.r.l. (the "Seller") for the supply of its products (the "Products" or "Product") and a customer (the "Buyer") shall be governed, even if not expressly referenced, by these General Terms and Conditions of Sale. These conditions shall apply both to sales made at the Seller's retail outlets (over-the-counter or retail sales) and to sales concluded outside the Seller's commercial premises.Regarding the latter type of sales, the Seller, upon receiving the Buyer's order by any means, shall confirm acceptance in writing. The Buyer's acceptance of the Seller's order confirmation, even when done by mere performance of the contract through conclusive behavior (such as receiving the goods), results in the application of these General Terms and Conditions of Sale. These terms may only be waived in writing by the Parties, and even then, they shall continue to apply to the non-waived parts. Any general conditions of the Buyer shall not apply, even partially, unless expressly accepted in writing by the Seller.

1.2 Any acceptance by the Buyer that does not conform to the Seller's offer shall constitute a new proposal, which shall be deemed rejected by the Seller unless expressly accepted in writing.

1.3 The Seller reserves the right to amend and/or modify these General Terms and Conditions of Sale by attaching such amendments and modifications to offers or any written correspondence sent to the Buyer.

1.4 These General Terms and Conditions are posted at the Seller's business premises, printed on the back of individual order confirmations, and published on the Seller's website at the following link.

2. Seller's Liability for Provided Information

2.1 The Buyer declares that it has negotiated each contract directly with the Seller, receiving an adequate explanation of the technical and structural characteristics of the Product: therefore, the parties do not rely in any way on the weights, dimensions, capacities, prices, performances, or other data appearing in the Seller's catalogs, brochures, circulars, advertisements, illustrations, and price lists, which are purely for advertising purposes, except where the specific contract explicitly refers to them.

3. Price. Packaging.

Product prices are always exclusive of VAT and do not include packaging costs, unless otherwise specified in the offer.

4. Transfer of Risk

4.1 In contracts concluded at the Seller's business premises (over-the-counter sales), the transfer of risk always occurs upon the physical delivery of the goods to the Buyer or its delegate at those premises. In other cases, unless otherwise agreed, the Products are sold "EX WORKS" (Incoterms 2010).*
*The transportation costs applied by ATR-NORDEST SRL can be consulted at the following link.

4.2 The Seller shall not be liable for any loss or damage to the Products after the transfer of risk. The Buyer is not released from its obligation to pay the price if the loss or damage to the goods occurs after the transfer of risk.

5. Delivery

5.1 Delivery terms, unless expressly agreed otherwise by the Parties, are not essential and may be extended by the Seller. The Seller shall use its best efforts to deliver the Products within the agreed timeframes. Any unforeseen events, delays, and/or incidents cannot be attributed to the responsibility of ATR-Nordest S.r.l.

5.2 If the Buyer does not collect/accept the Products at the agreed place and time, it must still make all contractual payments as if the Products had been delivered. In such cases, the Seller shall store the goods at the Buyer's expense and risk. The Seller is also entitled to claim compensation for damages and reimbursement of all expenses incurred due to the failure to collect the goods.

5.3 The Seller may deliver all the Products covered by the order or only part of them in advance; in the case of early delivery, the Seller retains the right to deliver any missing parts by the agreed delivery date, to provide new goods replacing non-compliant ones already delivered, and to remedy any defects in the delivered goods.

6. Payment

6.1 Payment terms are essential for the creditor. Unless otherwise agreed, payment is due thirty days from the end of the invoice month.

6.2 If the Buyer is late in making any payment, the Seller may charge late payment interest from the due date at the rate determined by law, an unpaid invoice fee of €10, and extrajudicial collection costs fixed at €100, in addition to further damages. Acceptance of partial payment by the Seller does not imply a waiver of the right to claim accrued interest and costs, as partial payments shall always be applied first to interest, then to expenses, and finally to the principal amount. Failure to meet payment deadlines also results in the loss of any agreed payment extensions for other outstanding invoices, even for other sales.

7. Acceptance. Buyer's Right to Reject Goods.

7.1. Upon receipt of the Products, the Buyer must promptly verify their conformity with the relevant shipping documents. The Buyer must report any quantity and/or quality defects in writing by registered letter, specifying the defects (or missing Products) within the legal deadlines set by Article 1495 of the Italian Civil Code.

7.2 If the Buyer becomes aware of or has reasonable grounds to suspect defects before or during the use of the Products, it must immediately stop using them and take all necessary precautions to minimize or prevent further defects and damage.

8. Product Quality Warranty.

8.1. The Seller guarantees the Buyer the product within the legal limits set by Article 1495 of the Italian Civil Code or, if the Buyer qualifies as a "consumer," according to applicable consumer protection laws.

8.2 This Warranty does not apply, and the Seller shall not be held responsible for any costs if (i) the Products are not used under normal operating conditions and/or in compliance with the Seller's instructions, (ii) defects arise from incorrect installation, maintenance, repair, or modifications made without the Seller's written consent, or (iii) defects result from normal wear and tear.

9. Limitation of Liability and Exclusion of Other Warranties

9.1 The Seller is not responsible for any warranties given by the Buyer to third parties, including guarantees concerning the useful life and durability of the Products.

9.2 The Seller shall not be liable for damages arising from the Buyer's choice of a particular use and/or application of the Product or for events occurring within the Buyer's exclusive sphere beyond the Seller's control.

10. Warranty for Compliance of Products with EU Regulations Only

10.1 The Seller guarantees that the Products will comply with the applicable European Union (EU) regulations.

10.2 The Seller makes no warranty regarding the compliance of such Products with the laws and regulations in force in the Buyer's country if the Buyer resides outside the EU, including but not limited to safety and accident prevention regulations.

11. Other Invoicing Matters

11.1 Any defect claims as per Articles 7.1 and 8.3 must be sent, along with a description of the defects and photos documenting the issue, to: ATR-NE S.r.l., 37036 - San Martino Buon Albergo (VR), Via della Concordia no. 8 (Italy).

11.2 Sellers, agents, or similar figures do not have the authority to provide additional warranties beyond those established herein, extend the Warranty Period, or alter, modify, or amend the terms of this Warranty unless expressly authorized in writing by the Seller's legal representative. This Warranty applies to all Products sold by the Seller to the Buyer from the date of acceptance of these General Terms and Conditions until the Buyer receives a new Warranty signed by the Seller's legal representative.

12. Intellectual Property Rights

In general, the Contract does not entail any transfer of intellectual property rights related to the Products to the Buyer. The Buyer expressly acknowledges that the catalogs constitute databases protected by copyright and sui generis rights and are the exclusive property of the Company. The Buyer shall refrain from violating, in any way, directly or indirectly through third parties associated with them, the intellectual property rights related to the Company's databases, under penalty of criminal proceedings for counterfeiting. In particular, the Buyer is prohibited from making copies of the databases and/or extracting their content in whole or in part in any way. The Buyer undertakes to ensure that its employees comply with this obligation. In case of use of the Company's databases by the Buyer, the latter undertakes to strictly comply with their terms of use. Likewise, all technical documents delivered to the Buyer remain the exclusive property of the Company and may be protected by intellectual property rights, which the Buyer undertakes not to infringe. The documents and images included in the catalogs are not contractually binding. The mentioned trademarks are the property of their respective owners and are used solely for product identification purposes. The Company reserves the right to modify the external appearance of its products at any time, depending on the availability of its supplies.

13. Confidential Information and Confidentiality

13.1 Any data, drawings, machinery, or other materials and information transmitted by the Seller shall be considered confidential and proprietary information of the Seller.

13.2 The Buyer undertakes to maintain strict confidentiality regarding all materials and information referred to in the previous Article 13.1, as well as any other confidential materials or information owned by the Seller, received for purposes related to the order. The Buyer also undertakes not to disclose or release such materials and information to third parties in any way without the Seller's prior written consent.

14. Governing Law

Contracts signed between the Seller and the Buyer for the supply of Products, as well as the warranty and rights and obligations deriving therefrom, shall be exclusively governed by Italian law.