1.1:

“Supplier” shall mean Variati S.p.A., with registered office in Via Monte Rosa, 49/51 – 20863 Concorezzo (MB) Italy, registration number with the Register of Companies of Monza and Brianza, tax code and VAT number 06320090969. Any changes in the name or registered office of the Supplier, as well as any changes in the ownership of the company, will not affect the validity and effectiveness of these General Conditions, which will continue to be valid and effective without interruption.

1.2:

“Buyer” means any entity – sole proprietorship or corporation – that requests the Supplier to supply the Products, as well as any successor to the Supplier.

2.1:

“Product(s)” means any good and/or product and/or service requested by the Buyer from the Supplier or offered by the Supplier to the Buyer.

2.2:

“Order” means a purchase proposal regarding the purchase of one or more Products, formulated and sent by Buyer to Supplier.

2.3:

“Offer” means a sales proposal regarding the sale of one or more Products, formulated and sent by the Supplier to the Buyer.

3.1:

These General Terms and Conditions apply to all sales made by the Supplier and govern all future dealings between the Supplier and the Buyer, even in the absence of an express reference.

3.2:

Any waiver of these General Conditions shall not be effective unless it results from a written agreement between Supplier and Buyer, subsequent to the date of signature of these General Conditions by the Buyer.

3.3:

By accepting these General Terms and Conditions, Buyer expressly waives the application of its own general terms and conditions of purchase.

3.4:

The Parties may agree – provided they do so expressly and in writing – on specific conditions in relation to an individual sale or order, even if only in relation to certain aspects of the sale itself. In such a case, if such special conditions differ from these General Conditions, the special conditions will prevail over the latter, and the latter will in any case regulate any aspect not specifically regulated by the former.

4.1:

Each Order constitutes a contractual proposal, which Supplier may accept in writing or even by directly executing the order itself pursuant to Article 1327 of the Civil Code (e.g., by shipping the Products to Buyer), unless a specific form of acceptance is expressly requested by Buyer.

4.2:

Each Offer that may be made by the Supplier does not constitute a contractual proposal, and any Order sent by the Buyer – even in the form of acceptance of the Offer – must subsequently be confirmed by the Supplier, including by executing the order itself pursuant to 1327 Civil Code (e.g., by shipping the Products to the Buyer).

5.1:

Delivery terms stated in Orders and Offers are to be understood as indicative and non-essential, and any delays will not entitle Buyer to fail to fulfill its obligations to collect the Products and pay the relevant price, nor to claim compensation or damages of any kind or nature whatsoever. The failure of the Supplier to respect the delivery deadline shall not entitle the Client to cancel the order.

5.2:

Deliveries may always be suspended by the Supplier in case of non-payment or late payment by the Buyer, even related to previous orders and supplies.

6.1:

Unless otherwise agreed in writing and expressly between the Parties, the Products are sold “Ex Works” (Incoterms 2010) Via Monte Rosa, 49/51 – 20863 Concorezzo (MB) Italy.

7.1:

Payments shall be made by Buyer to Supplier’s headquarter, in the manner and within the terms specified in the relevant invoice. In the event of late payments, the Buyer will automatically be charged default interest at the rate set forth in Legislative Decree 231/2002, commencing from the due date of the invoice.

7.2:

Advances or partial payments are always understood to be charged, in this order, to recovery costs, to interest, and ultimately to principal.

7.3:

The Buyer is not entitled to assert against the Supplier any claim, dispute or demand, either in action or by way of exception, until after the amounts invoiced by the Supplier have been paid in full. Pursuant to and within the limits of Article 1462 of the Civil Code, Buyer expressly agrees not to suspend or delay payments under any circumstances.

7.4:

In case of non-payment, in whole or in part, of a supply, the Supplier reserves the right to suspend the execution of any orders and supplies not yet executed without prejudice, in any case, to compensation for damages. The Supplier also reserves the right to terminate the contract/order entered into with the Buyer.

8.1:

Unless expressly waived by the Supplier, to be issued at its sole discretion and in exceptional cases, the Supplier shall not accept orders for a total amount of less than € 500.00 (plus VAT).

9.1:

The waiting time for loading and/or unloading (as applicable) of the Products tolerated by the Supplier is 2 (two) hours. Should Supplier’s personnel have to wait beyond this time, Buyer will be charged €50.00/hour plus VAT for each additional hour or fraction of an hour of waiting time.

9.2:

In the event of unjustified delay in the loading and/or unloading of the Products by the Buyer, and without prejudice to the payment of any amounts still owed by the Buyer, the Supplier reserves the right to charge the Buyer for all costs and expenses incurred in the delivery and storage of the Products, without prejudice in any case to the right to compensation for any additional damages.

10.1:

The Buyer must ascertain the suitability of the Products upon delivery of the Products, and in any event before undertaking their use.

10.2:

Such prior ascertainment constitutes the Buyer’s duty of ordinary diligence, and in default thereof, pursuant to Article 1227 of the Civil Code, no compensation will be due from the Supplier.

10.3:

Buyer shall lose and forfeit all warranties if it fails to report its claims in writing to Supplier within 8 (eight) calendar days after delivery of the Products, except as provided in the following section.

10.4:

Any hidden defects objectively not discoverable upon delivery despite the careful inspection of the Products, must be reported, under penalty of forfeiture, within the term of 10 (ten) days from the discovery of the same and in any case not later than 90 (ninety) days from the date of delivery, beyond which term no claim is permitted and any warranty is automatically terminated.

10.5:

In any case, any defects or discrepancies (whether qualitative or quantitative) in the Products must be reported in writing, under penalty of forfeiture, prior to unloading or transferring the same into Buyer’s packages or tanks.

10.6:

In the case of split-delivery supplies, any claims, even if timely, do not relieve Buyer of the obligation to collect or pay for all Products ordered.

10.7:

In the event of a claim, the Buyer must make the Products available to the Supplier so that the latter can make the necessary verifications. Non-conforming Products must be made available to the Supplier within the terms and in the manner indicated by the Supplier, who will arrange for their collection from the Buyer and bear the related costs; alternatively, the Supplier may give directions to the Buyer for the disposal of the defective Products: in this case, any costs associated with the disposal of the non-conforming Products shall be borne by the Supplier.

10.8:

In the case of non-conforming Products, the Supplier may, at its sole discretion, proceed to replace the defective Product or refund any price paid by the Buyer with the issuance of the corresponding credit note.

10.9:

The Products must be stored according to the directions given by the Supplier and, in any case, in compliance with what is necessary for the proper storage of the Products taking also into account the characteristics of the Products themselves. In the event of failure to properly store the Products or use of the Products not in accordance with the characteristics of the Products themselves, the Buyer shall forfeit any warranty of the Supplier. The Buyer shall also forfeit any warranty in case of transfer of the Products into packages or tanks or even in case the Products are mixed with other substances or Products without the prior authorization of the Supplier. The Buyer shall, in any case, lose and forfeit this warranty if his use of the Products makes it impossible to verify the defects complained of.

11.1:

Without prejudice to the limitation set forth in Article 1229 of the Italian Civil Code, in the event of supply of Products that do not correspond to the expected characteristics or that differ from those ordered, and provided that the Buyer has promptly reported in writing such defectiveness or non- conformity of the Product, the Supplier’s liability shall remain limited exclusively to the replacement at its expense of the Product, or, at its option, to the withdrawal at its expense of the Products and the refund of the price (or part of the price) already received. In any case, compensation for indirect damages and loss of profits shall remain excluded.

11.2:

The Supplier is in any case exonerated from liability in the event of non-supply or incomplete supply due to force majeure (including, but not limited to, company and/or general strikes, insurrections, wars, natural or nuclear disasters, fires, shortages of raw materials and/or energy sources and, more generally, any other event or circumstance constituting force majeure). Upon the occurrence of such a contingency, the Supplier shall notify the Buyer in writing, and shall have the right, at its sole discretion, to revoke acceptance of the Order (returning to the Buyer, in such case, any advance payments received without interest) or to set a deadline, not exceeding 60 (sixty) days, for the execution of the supply.

12.1:

The Supplier may withdraw from any contract with the Buyer at any time, without charge, if facts or circumstances occur that alter the stability of markets, the value of currency, the conditions of the industries producing the Products and raw materials, and the conditions of supply.

12.2:

The Supplier may also withdraw at any time from any contract entered into with the Buyer, without any charge, where protests are levied against the Buyer, injunctive, executive or precautionary actions are taken, or bankruptcy proceedings are undertaken.

13.1:

The Supplier as the Data Controller will process, both electronically and physically, the personal and business data of the Buyer (contact data, master data, tax data, bank data) and possibly of its employees (e.g., work email addresses) for the purposes related to the execution of these general conditions and related orders, for legal obligations (e.g., billing, record keeping), for legitimate interest (to defend a right), and, if specific consent is given, for marketing activities.

13.2:

Data will be kept for a period no longer than is strictly necessary for the pursuit of the purposes expressed above.

13.3:

Supplier may disclose Buyer’s data to third-party vendors such as tax, legal, insurance, labor, and business consultants, IT service providers (e.g., business management), banks, public administrations, suppliers, subcontractors, service companies, couriers, and freight forwarders; where necessary, such third parties will be appointed as data processors pursuant to Article 28 GDPR.

13.4:

The Supplier will take security measures appropriate to the risk involved in each of the processing operations. In any case, reference is made to the extended information notice delivered to the Buyer or otherwise made available for him to view prior to the start of data processing. The complete version of the Privacy Policy can be found on our website: www.variati.it in the footer “Privacy Policy”

14.1:

The Buyer undertakes for itself, its staff and its collaborators to maintain the strictest confidentiality and to treat as strictly confidential all confidential and proprietary information of which it may become aware in connection with the Supplier. Confidential information shall mean those technical, technological and commercial information, data, including statistical data, subject to extreme confidentiality and/or industrial property rights constraints, as well as any other news, confidences, facts, projects, information in the broadest meaning of the term, learned about and/or from Supplier, which are not disclosed by Supplier to third parties by official communications that are not, or have not become, public knowledge.

14.2:

In the event of dissolution, for any cause whatsoever, of this contractual relationship between the Parties, Buyer agrees to:

• (i) destroy, with promptness, all copies containing the Confidential Information and give confirmation of destruction to the Supplier;
• (ii) return, promptly, all copies of documents containing the Confidential Information;
• (iii) record-keeping obligations under the law remain unaffected.

15.1:

For everything not expressly provided for herein, reference is made to the Italian law. The Buyer expressly waives the application of any rules of private international law that may identify a different applicable law.

16.1:

Any dispute concerning the interpretation, validity, execution and/or termination of these General Conditions and of the individual contracts governed by them shall be attributed to the exclusive jurisdiction of the Court of Milan, with the express exclusion of any alternative forum that may be provided for by law. The Buyer expressly waives the application of any rules of private international law that may identify a different applicable forum.

17.1:

The Supplier reserves the right to make additions and/or amendments to these General Conditions, which shall in any case be deemed to be known from the time of their publication on the same site and shall apply to supplies agreed upon by the Buyer with the Supplier subsequent to their publication, subject of course to the case in which such new provisions must be approved in writing pursuant to and for the purposes of Articles 1341 et seq. of the Civil Code.

18.1:

The invalidity/ineffectiveness in whole or in part of individual provisions of these General Terms and Conditions does not affect the validity of the remaining provisions.