TERMS AND CONDITIONS OF SALE

1. General
Our General Terms and Conditions of Sale apply to all legal relationships between Poppi Ugo Euroforge S.p.A. and the Customer, except for any other written agreement set down by the Parties. This is valid only when the Customer writes a specific sentence expressing their reservation or denial.

2. Prices
The prices quoted in Poppi Ugo Euroforge S.p.A. order confirmation shall solely apply. In case of price increase, which may affect raw materials, transformation costs or anything else occurring during the delivery, Poppi Ugo Euroforge S.p.A. reserves the right to agree an updated sale price with the Customer.

3. Orders
Orders shall be complete and defined in every single part. Orders are considered to be wholly accepted solely after Poppi Ugo Euroforge S.p.A. written confirmation. Order confirmation is to be considered accepted within 10 (ten) working days from the date of the confirmation itself. Poppi Ugo Euroforge S.p.A. General Terms and Conditions of Sale apply to both single purchase orders and open orders which imply regular deliveries not supported by order confirmation. In this case, Poppi Ugo Euroforge S.p.A. issues order confirmation at the same time of the Customer’s order. Any other condition, even if verbally agreed with any employee or company delegate, shall be considered invalid if it is not agreed in written form between the Parties.

4. Delivery
All delivery terms shall be defined in compliance with INCOTERMS® 2010.
Delivery terms shall be observed to the greatest possible extent. A delayed delivery gives the Customer no right to cancel or reduce the order, nor to receive whatever compensation for it. Delivery terms shall be adequately extended if industrial disputes, especially strike or lockout, or unexpected contingencies beyond Poppi Ugo Euroforge S.p.A. control and will occur, provided that the mentioned contingencies actually interfere with the production and the delivery of the goods. This applies also if these conditions occur at the subcontractor’s plant.
In case the Customer is aware of the fact that they cannot receive the goods, they shall inform Poppi Ugo Euroforge S.p.A. as soon as they know it. The notification shall be in written form. The Customer shall explain the underlying reasons and indicate another suitable delivery date.  
Granted that the Parties take their risks and have their responsibilities, which have been defined by INCOTERMS® 2010 at the time of the order confirmation, the Customer shall immediately inform Poppi Ugo Euroforge S.p.A. if any defects of the goods are revealed. At the agreed time and place of delivery, the Customer shall not unload the goods if any defects are revealed. Following the notification, measures shall be taken in order to avoid greater damage.

5. Testing and certification
The Customer may ask for some particular testing to be carried out on the products. The tests and their costs shall be agreed between the Parties when the order is made.

6. Payment
Unless otherwise expressly agreed, payment method is established in the order confirmation. The Customer may withhold due payments or carry out adjustments only if they have the right to. Immediately upon default of payment, Poppi Ugo Euroforge S.p.A. is entitled to demand default interest, calculated on the European Central Bank six-monthly rate. Another 3% interest is added. In case problems occur because of a Product malfunction, the Customer has no right to delay due payments. If payment conditions are not complied with or if Poppi Ugo Euroforge S.p.A. comes to know about facts which may affect the Customer solvency, we are entitled to force immediate payment. Given this, delivery terms and conditions (both of goods which have been produced but not yet delivered and goods which are being currently produced) shall be renegotiated. Furthermore, according to the retention of title, Poppi Ugo Euroforge S.p.A. is entitled to forbid resale and further processing of the delivered goods. In addition, we are entitled to ask the Customer to provide, at their expenses, for the return or the property transfer of the goods. From now on the Customer entitles us to enter their plant and collect the goods.

7. Retention of title
Delivered goods shall fully remain Poppi Ugo Euroforge S.p.A. property until all receivables, on whatever legal grounds, have been fully paid up. This applies also if our products are subject to further processing from the Customer and/or Third Parties.

8. Projects and information received in confidence
All drawings, all technical documents and/or any other technical information exchanged between the Parties shall only be used to study, project and produce the goods. They shall remain under the property of the Party which contributed to them. All drawings, all technical documents and/or any other technical information exchanged between the Parties may be used, reproduced, copied or passed on to third Parties only upon approval from the Party which contributed to them.

9. Tools and machinery
Tools and machinery used for the production of forged and electrical upsetted parts remain Poppi Ugo Euroforge S.p.A. personal property, irrespective of expenses or any other burden for which the Customer is held responsible at the time of the offer or order confirmation. Costs for renovation and/or repair of both tools and machinery are at our expenses. If tools and machinery remain unused for a 5-years period of time, they are going to be scrapped.

10. Defects and complaint
Poppi Ugo Euroforge S.p.A. is willing to deliver all necessary information concerning the product. The Customer shall inform Poppi Ugo Euroforge S.p.A. about any product defects within eight (8) days from the date of receipt. The notification shall include a description of the defect. We reserve the right to agree possible solutions with the Customer. Poppi Ugo Euroforge S.p.A. shall never be held responsible for defects of material supplied by the Customer.

11. Responsibility
Considering the critical aspects about the product (ex. safety device), the Customer shall take the following responsibilities: an adequate project, the right choice of the material and tests, the accuracy of the technical delivery rules. Furthermore, the Customer shall guarantee that no copyrights nor patents of third Parties are prejudiced. Poppi Ugo Euroforge S.p.A. stands guarantor solely for the products sold to the Customer in obedience to the delivery conditions agreed between the Parties. We shall be held responsible only considering what is set and agreed in the present General Terms and Conditions of Sale. All contractual and legal aspects not defined in this document are specifically excluded, unless premeditation or serious negligence of our legal representatives and managers can be demonstrated.

12. Force majeure
Poppi Ugo Euroforge S.p.A. shall not be held responsible for any delayed deliveries or own default, which are directly or indirectly due to:
- force majeure or Act of God (without taking the following list as exhaustive and complete, force majeure or Act of God include legal ban, war, riot, revolution, strike and any other labour dispute, fire, flood, sabotage, nuclear accident, earthquake, storm, epidemic);
- circumstances out of our control, which do not allow us to find workforce, materials, components, plants, equipment, energy, fuel, means of transport, government authorizations or dispositions.  Poppi Ugo Euroforge S.p.A. shall immediately inform the Customer about the termination of the force majeure, with no delay and in written form.

13. Privacy
Poppi Ugo Euroforge S.p.A. informs that: a) the Customer personal data are processed and/or communicated to third Parties (ex. banks, external experts, etc.) for the performance of the contract, under D.Lgs. 196/2003; b) the Customer may exercise the rights expressed in art. 7 of D.Lgs. 196/2003.

14. Applicable law
Place of jurisdiction is where Poppi Ugo Euroforge S.p.A. is located.  The present General Terms and Conditions of Sale and the single contracts are subject to the Italian law, unless otherwise agreed. The application of the UN Convention on contracts for the international sale of goods is excluded (Vienna Convention, 11th April 1980).

15. Competent court
Poppi Ugo Euroforge S.p.A. shall choose the competent court, either where Poppi Ugo Euroforge S.p.A. or the Customer is located. This applies also for processes arising from documents, bills of exchange or cheques.

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Copyright © Poppi Ugo Euroforge S.p.a. - 44047 Dosso (FE) Italy - Via Statale n. 321/323 - Registro Imprese di Ferrara Numero d'iscrizione e P.IVA IT00655020386 - Cap. Soc. € 519.480,00 interamente versato. Società con socio unico.

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