SUPPLY GENERAL CONDITIONS

1. Supply general condition validity and effectiveness

These general supply conditions, unless derogated by a specific written agreement between the parties, apply to all orders received and accepted by BAULIVES SRL (hereinafter also only "Baulives") with registered office in Via Palermo 8, C.F./P.I. 11755240964 - PEC address: baulives@pec.it and form an integral part thereof.

All the Baulives products supply relations with the buyers-customers are regulated by these general conditions, which form an integral and substantial part of every proposal, order and order confirmation of the products themselves. The buyer-customer cannot invoke or object to conditions other than those contained in these general conditions and/or in the order confirmation. Therefore, any conditions specified in writing on the order by the buyer-customer, or in any case indicated in its brochures, catalogues, websites, publications, drawings or invoices or anything else, shall have no validity.

Any particular conditions and/or derogations or amendments to these supply  general conditions must be specifically authorised in writing by Baulives. Therefore, any clause added by the buyer-customer to the supply order in contrast with what is indicated or referred to in these general conditions shall be considered invalid.

These general conditions are valid for an indefinite period of time and are in any case understood by the buyer-customer by virtue of his/her signature and/or conclusion of the supply contract as specified below.

Any agreements, minutes, declarations or commitments by Baulives agents, employees and officers occurring before, at the same time or after the signing of these conditions shall not be binding on Baulives unless confirmed in writing by the latter.

2. Modalities for ordering and supplying products

When the buyer-customer intends to purchase a certain product from Baulives or to commission a certain work to Baulives, he must send to the latter, also by fax and/or e-mail, a document called "order" in writing. In the event that the order is preceded by a quotation-offer from Baulives, the quotation-offer shall be considered valid for a maximum of thirty days, unless otherwise indicated.

The order shall contain at least the following requirements:

- number and date of the order as well as any reference to the offer/quotation;

- description of the product

- quantity required;

- unit price of the product;

- delivery terms and conditions;

- costs of transport;

- terms and conditions of payment

Once Baulives receives the order from the buyer-customer, it sends to the latter in writing, also by fax and/or e-mail, a document called "order confirmation" in which the general conditions governing the supply of Baulives products are attached and/or referred to, as well as the following prescriptions:

- buyer-customer order number;

- description of the product;

- quantity required;

- unit price of the product;

- delivery terms and conditions;

- costs of transport;

- terms and conditions of payment;

- reference to the aforementioned general terms and conditions of supply.

If the buyer-customer does not inform Baulives in writing, also by fax and/or e-mail, within three working days from the order confirmation receipt of his intention not to accept the supply general conditions and therefore no longer wish to carry out the order sent, these conditions shall in any case be deemed accepted and the contract shall be concluded and binding on both parties.

3. Delivery of products

The methods and terms of delivery of the products are specified in the order confirmation. In any case, the delivery terms, unless expressly indicated as essential, are always intended as indicative.

Force majeure, unforeseeable circumstances and all exceptional events that may jeopardise the regular execution of the order, such as delays in delivery by Baulives's suppliers, transport disruptions and manufacturing mishaps, labour disputes, material and energy shortages, measures taken by state authorities as well as restrictions on imports and exports, shall allow Baulives to extend the delivery terms to an appropriate extent.

Baulives shall in any case have the right not to process the order, even if confirmed, if the buyer-customer has become insolvent, also with reference to other supplies or with respect to other suppliers, as well as if the buyer's financial guarantees have decreased.

Baulives is not obliged to accept returns of products, unless this has been expressly agreed in writing. Any costs for this purpose shall be borne exclusively by the buyer-customer.

4. Checks and testing.

When the goods are delivered, it is the responsibility of the purchaser-customer to check that the products comply with the technical specifications and with what was agreed. It is the sole responsibility of the buyer-customer to carry out any homologation tests and to check that the products correspond to the technical specifications, as well to the national and/or international regulations applicable in the countries where the goods are delivered. The products shall also correspond to the technical and safety standards in force in the sector of use for which they will be used, as well as all to any other certification and anything else necessary. All costs of such activities shall be borne by the Buyer-Customer. The buyer-customer declares that he releases Baulives from any liability regarding the non-compliance of the products with national and/or international regulations applicable in the countries where the goods are delivered and with the technical and safety standards in force in the sector of use for which they are intended.

5. Reservation of ownership

The products supplied remain the full property of Baulives until the date on which the buyer-customer has made full payment of the price and any other sum due under the supply contract. Until such time, the buyer-customer retains the products as fiduciary owner and custodian with all consequent obligations at his charge.

6. Guarantees, defects and faults of the products

Baulives guarantees that all supplied products have been manufactured in accordance with the technical specifications agreed and approved in writing by Baulives and the buyer-customer. Baulives is liable, solely and exclusively, for product defects which are directly attributable to defects and/or faults related to their non-conformity to the technical specifications agreed and approved in writing by Baulives and the buyer-customer. Within the aforementioned limits, Baulives guarantees that the products delivered conform only to the products ordered but it doesn’t guarantee their suitability to meet the specific needs of the buyer-customer or third parties, unless such needs have been the specific object of the accepted order, through a complete and detailed description of the conditions of use of the products themselves. In any case Baulives makes no guarantee as to the compliance of the products with the technical and/or safety standards in force in the buyer-customer's country or in any other country where the buyer-customer decides to sell the products or those different products made by the buyer-customer with the use of those purchased from Baulives, unless such a guarantee has been explicitly agreed between the parties and duly included in the technical specifications agreed and approved in writing by Baulives and the buyer-customer. In such a case it shall be the responsibility of the buyer-customer to provide Baulives with a list of the applicable national and/or international regulations as well as technical and safety standards in force in the delivery countries. The guaranty period for each product supplied by Baulives is twelve months from the date of delivery of the product to the buyer-customer. The term for notifying Baulives of the existence of a fault or defect in the products is set at eight days from the delivery of the products in case of obvious faults. As far as hidden faults are concerned, the term is set from the same the day on which the buyer-customer becomes aware or should have become aware of these hidden faults. However, the term is never set beyond the guaranty period; or twelve months from delivery of the products. The guarantees set out in these general conditions shall not apply:

(a)       to products that have been misused, modified, damaged, stored in an unsuitable environment/incorrectly or subjected to improper handling and/or maintenance by the buyer-customer and/or its customers;

(b)      to any defects and/or faults occurring for reasons attributable to the buyer-customer or third parties or caused by errors and omissions as well as by design features and other shortcomings in the technical documentation that the buyer-customer provided to Baulives;

(c)       normal deterioration of the products resulting from their use.

For all the matters not expressly set out in these general conditions, Baulives will be compelled to honor its guarantee towards the buyer-customer for defects, faults and differences in products in accordance with the provisions and regulations of the Italian legislation in force.

7. Price and terms of payment

The prices and terms of payment of the products are those indicated in the order confirmation and, unless otherwise specified, are understood to be expressed in euros, ex Baulives warehouse and net of taxes, transport costs, customs duties and other fiscal charges. Once the products have been delivered, Baulives will issue and send the relevant invoice to the buyer-customer.

The buyer-customer must pay for the products at the price, in the way and within the time agreed and specified in the order confirmation. In case of delay in payment with respect to the agreed terms, the buyer-customer, without the need for a specific default notice, shall be charged interest in arrears at the current rate of the Legislative Decree no. 231/2002.

8. Industrial and intellectual property

The purchase of products and their use, direct or indirect, will not result in the transfer to the buyer-customer of any industrial or intellectual property rights on the products sold, which therefore will remain with Baulives.

9. Applicable law and competent court

The law applicable to these general conditions and in any case to the supply relationship is exclusively the Italian law.

For all disputes relating to the supply general conditions or in any case connected with them, including the actions of Baulives for the recovery of its credits, the Court of Milano shall have exclusive jurisdiction.

Only Baulives will have the right, at its own discretion, to waive the exclusive jurisdiction of the Court of Milano in order to act against the buyer-customer before the judge of the place where the buyer-customer is domiciled or resident.

10. Processing of personal data

Pursuant to EU Regulation 2016/679 (GDPR) Baulives and the buyer-customer acknowledge that they have mutually informed each other about the processing of their personal data and agree that the data collected for the formalization of supply contracts governed by these general conditions will be processed in the customer / supplier archive for the purposes related to the execution of the contract itself and for the fullfillment of civil and fiscal obligations as well as for management, statistics, sales and marketing purposes. In particular, Baulives, as data controller, will process data relating to the buyer-customer in electronic and/or manual form, according to the principles of lawfulness and correctness and in compliance with the aforementioned EU Regulation 2016/679 (GDPR).

11. Final clauses

The original text of these general conditions of supply is drawn up in Italian only and is the only authentic and binding text between the parties. Without prejudice to the foregoing, the original Italian text of these general conditions may also be translated by Baulives into other foreign languages for the sole purpose of facilitating the dissemination of the provisions contained herein among its customers but without undermining in any way the exclusive validity between the parties of the Italian text.

These general conditions abrogate and replace any previous declaration, pact, understanding or agreement, whether written or verbal, between Baulives and the buyer-customer.

Should one or more of the provisions contained in these general conditions or in the order confirmations be annulled or be declared null and void or ineffective according to the law, the validity of the remaining provisions shall remain unaffected.

Failure to exercise any of the provisions, rights or faculties herein shall not constitute a waiver and shall not prevent or prejudice the right to subsequently enforce such provisions, rights or faculties, or any other provisions, rights or faculties granted by these general conditions.

Information relating to the other party, to the way in which the activity is carried out, to the products and in general to any information known as a result of the supply relationship established or on the occasion of the supply relationship established, is of a reserved and confidential nature and consequently may not be divulged to third parties and may not be used for purposes unrelated to the correct performance of the relationship itself.