GENERAL CONDITIONS OF PURCHASE

1. Scope of application
   1. These general conditions of purchase (hereinafter referred to as “General Conditions of Purchase“) apply to any contract of sale (“Contract“) concluded by Filtec s.r.l., with registered office in via del Laghetto, 140, 45021, Badia Polesine (RO), CF and VAT no. IT00982640294, as purchaser (“Filtec“), with any natural or legal person as supplier (“Supplier“). The Contract is understood to be concluded on receipt by the Supplier of Filtec’s Purchase Order (“Order“) unless the Supplier expressly declares not to accept it within 2 (two) days.
   2. The General Conditions of Purchase are understood to be received by the Supplier and therefore known and binding upon receipt of the Order that refers to them, even in the absence of a signature.
   3. The General Conditions of Purchase may be partially derogated only from what may be otherwise provided in the Order.
   4. The General Purchase Conditions shall in any case prevail over the Supplier’s terms and conditions of contract or other conditions.
   5. In the event of discrepancies between the General Conditions of Purchase in Italian and those translated into another language, the Italian version shall prevail.
2. Contract Execution
   1. The Supplier undertakes to supply Filtec with the goods and services as provided by the Order (the “Goods“) as well as all the relevant documentation indicated therein, when requested and/or required by law (the “Documentation“).
   2. The Supplier undertakes to produce the Goods according to the technical and quality specifications described in the Order and/or in the supply specifications referred to and/or attached to the Order itself or, in any case, in compliance with the best and most recent technical specifications and standard industrial procedures. If any change to the technical specifications and standard procedures is necessary, the Supplier must inform Filtec before delivery and Filtec may, at its sole discretion, confirm or cancel the Order, without charging costs or expenses to Filtec.
   3. The Supplier undertakes to supply the Goods in accordance with Italian and EU regulations and in accordance with the regulations of any other country which is indicated by Filtec in the Order.
   4. The Supplier undertakes to supply the Documentation as requested in the Order and to produce it in the language(s) requested by Filtec in the Order.
   5. The Supplier is aware that the Goods and Documentation are intended for Filtec’s final customers (“Final Customers“).
   6. The Supplier declares that it is not in a situation of economic dependence on Filtec and that it is autonomous and independent from Filtec.
3. Delivery Terms
   1. Unless otherwise described in the order, the delivery term in use is DDP Via del Laghetto, 140, 45021, Badia Polesine (RO); the Goods travel at the Supplier’s risk and expenses.
   2. All delivery terms indicated in the Order are essential. Partial deliveries can only be accepted with prior written consent.
   3. Delivery terms apply to both Goods and Documentation. Delivery shall be deemed to be completed with the delivery of both the Goods and the Documentation.
   4. The Supplier undertakes to promptly inform Filtec, in writing, if he expects a delay in the delivery of the Goods and/or Documentation, indicating: the expected extent of the delay, the reasons and the initiatives that will be adopted to limit the delay.
   5. In the event of non-delivery of the Goods, Filtec may, alternatively, decide to cancel the order or apply to the Supplier a penalty equal to 1% of the total value of the Order, for each week of delay, up to a maximum of 5% of the value of the Order, without prejudice to the right to compensate for greater damages.
   6. In the event of non-delivery of the Documentation, Filtec reserves the right to suspend its payment obligation within the terms set out in art. 4.2 below.
4. Price and payment of the price
   1. From the date of the Order until its total fulfilment or termination, all the prices indicated in the Order (“Purchase Price“) are to be understood as fixed and binding for the Supplier, and cannot be modified even in the event of an increase in the cost of raw materials or semi-finished products or of production costs, taxes and other charges, for whatever reason, including force majeure.
   2. The terms of payment are set out in the Order, without prejudice in any case, even if not expressly specified in the Order or in any other agreement, to Filtec’s right to retain 10% of the Purchase Price until delivery of the Documentation.
   3. The date from which the Supplier shall be entitled to claim payment of the Purchase Price from Filtec in respect of any defects or non-conformities found by the purchaser in the Goods shall be deferred until the date on which the defects or non-conformities have been rectified. No further cost for the correction of defects and non-conformities shall be charged to Filtec without specific written acceptance of the quotation by Filtec.
   4. The Supplier is not permitted to assign claims to third parties without Filtec’s prior written consent.
5. Warranty and liability
   1. The Supplier warrants for a period of 18 (eighteen) months from the delivery of the Goods to Filtec (“Warranty Period“) that all Goods conform to the characteristics, standards and specifications required in the same Order; that they have been manufactured in a workmanlike manner, are free from defects, faults in design, workmanship or materials; that they have been manufactured according to the models and drawings eventually delivered by Filtec; that they have been manufactured with the best working practices and/or with the latest techniques and technologies known to the Supplier; finally, that they are suitable for the purpose and the uses for which they are intended and that they are provided with all instructions and warnings. The Warranty Period also exempt Filtec from the 8-day period for reporting defects provided for by the Civil Code, so that such report may be made at any time provided that it is within the 18 months specified.
   2. If, during the Warranty Period, the Goods are found to be faulty or otherwise not in accordance with the provisions of art. 5.1 above, Filtec may, at its sole discretion, within two (2) months from discovery
      a. request the Supplier to replace and/or repair the defective or otherwise non-conforming parts;
      b. ask the Supplier for a proportional reduction in the Price;
      c. after having informed the Supplier in writing, personally take all appropriate actions to remedy the defects and non-conformities of the Goods, charging to the Supplier all costs and expenses, including those for the purchase of materials and for the working hours employed
      d. return the defective Goods to the Supplier, resulting in termination of the Contract and refund of the Price paid.
   3. Replacement parts delivered by the Supplier shall have the same Warranty Period as the original parts.
   4. The Supplier warrants that the Documentation is accurate and complete and properly prepared to ensure the use of the Goods. If the final customer of the Goods (“Final Customer“), even if unknown to the Supplier, finds that the Documentation is not exhaustive, at Filtec’s request, the Supplier undertakes to supplement it.
   5. The Supplier shall indemnify and hold Filtec harmless from any prejudice that Filtec may suffer from the supply of the Goods and Documentation. By way of example, the Supplier agrees to hold Filtec harmless and indemnified from the marketing of the Goods, including requests for compensation for damages made by the Supplier. The Supplier also agrees to indemnify and hold Filtec harmless from any claim by third parties within the delivery terms. The Supplier also undertakes to indemnify and hold Filtec harmless from any claim by third parties within the delivery terms of the Documentation. The Supplier assures and guarantees to have the ownership of the Goods and not to have violated, in the realization of the Goods and Documentation, any rights of third parties.
6. Withdrawal
   1. Filtec has the right to revoke the Order at any time, giving the Supplier 7 (seven) days’ notice and negotiating with the Supplier for the reimbursement of any expenses incurred by the Supplier as a result of the revocation of the Order, which shall be considered as a settlement of any claim of the Supplier against Filtec. The quantification of such expenses shall be made in good faith, reasonably and on the basis of adequate supporting documents.
7. Termination
   1. The contract will be terminated, prior to written notice by Filtec of the intention to recall this express termination clause, and in particular, without any cost being charged to Filtec:
      a. in the event of failure by the Supplier to fulfil any of its obligations under the General Conditions of Purchase or the Order;
      b. if bankruptcy or insolvency proceedings are brought against the Supplier.
8. Prohibition of contract assignment and subcontracting
   1. The Supplier may not transfer the Order to third parties or delegate to third parties the production, in whole or in part, of the Goods, without the prior written consent of Filtec.
9. Prohibition to directly contact Final Customers
   1. During the whole period of execution of the Contract and for 5 (five) years after the delivery, the Supplier will not be able to directly contact the Final Customers, nor will he be able to address directly to the Final Customers any kind of communication for any purpose, including advertising (for example: e-mail, newsletter, paper or digital leaflets, etc.).
10. Prohibition to offer or sell the Goods directly to End Customers
    1. Unless expressly agreed in writing by Filtec, during the whole period of execution of the Contract and for 5 (five) years after delivery of the Goods and Documentation, the Supplier cannot offer or sell the Goods or carry out any other activity directly to the Final Customer, either directly or through an intermediary.
11. Prohibition to offer or sell the Goods to Filtec’s competitors
    1. Unless expressly agreed in writing by Filtec, during the entire period of execution of the Contract and for 5 (five) years after delivery of the Goods and Documentation, the Supplier cannot offer or sell the Goods or carry out any other activity, on its own or through an intermediary, directly to Filtec’s competitors, to be intended as individuals or legal entities operating in the sector of design, production, installation, maintenance and repair of systems for the processing and cutting of plastic material.
12. Applicability in case of contracting
    1. The General Conditions of Purchase apply even when the service requested by Filtec to the Supplier is a contract of tender ex art. 1655 s.s.c. instead of a contract of sale ex art. 1470 s.s.c.. In particular, the prohibition as per art. 8 of the General Conditions of Purchase must be considered a prohibition of subcontracting also for the contract of tender.
13. Confidential Information
    • The Supplier undertakes to keep the following information received by Filtec (“Confidential Information“) private and confidential and therefore not to disclose it in any way until it becomes public knowledge and in any case for a period of not less than 2 (two) years from delivery of the Goods:
    • all information expressly defined by Filtec as confidential or proprietary;
    • all those relating to the terms of the Contract, such as, but not limited to, payment and delivery terms, any discounts, etc.; and
    • all those relating to the design of the Goods, such as, by way of example, technical drawings and operating parameters;
    • all those of a commercial nature related to Filtec’s activity, such as, for example, names of clients and other suppliers;
    • all those which, due to their nature and/or importance, must be considered confidential.
      1. Confidential Information does not include
      • those that are already in the public domain at the time of communication from Filtec to the Supplier or become public domain for reasons not attributable to the Supplier;
      • those that must be provided to third parties by law or by order of the Authority
14. Prohibition of use of images of the Goods
    1. It is forbidden for the Supplier to reproduce in its website, social accounts, inserts, newspaper articles, magazines and advertising material of any kind, the images of the Goods, if produced and/or supplied expressly for Filtec and on the basis of Filtec’s drawings, as well as the name of Filtec or that of the Final Costumer to whom the Goods are destined
15. Privacy Policy. Supplier’s Consent
    1. The Supplier expresses its consent to the processing of personal data, pursuant to Article 13 of Regulation (EU) 2016/679 (“GDPR”), having read the specific information available in an extended version on Filtec’s website. The processing, storage, transmission of personal data is carried out with the observance of every precautionary measure, which guarantees their security and confidentiality, in accordance with the provisions of the GDPR, in order to be able to effectively fulfil the obligations provided for by the legal, civil and fiscal regulations related to Filtec’s economic activity, including the management of collections and payments arising from the execution of contracts.
16. Applicable Law and Jurisdiction
    1. The Contract is governed by Italian law and any dispute in any way dependent on it or connected to it will be submitted to the exclusive jurisdiction of the Court of Rovigo, without prejudice to Filtec’s right to act at the court of the defendant.

In accordance with articles 1341 and 1342 of the Italian Civil Code, the terms and conditions of articles 3.5 (penalty for late delivery), 4.4 (prohibition of credit assignment), 5 (warranty and liability), 6 (withdrawal), 9 (prohibition of direct contact with end customers), 10 (prohibition of offering or selling the Goods to End Customers), 11 (prohibition of offering or selling the Goods to Filtec’s competitors), 16 (applicable law and competent court) are expressly accepted.