General Conditions of Supply

These general conditions of supply cancel and replace any other conditions reported or cited on the customer's orders or confirmations.

1. These general supply conditions will be effective for any order unless expressly waived in writing by the parties always accepted in writing by Tubi Flessibili srl. Any costs relating to the assembly and testing of the products will be regulated by separate and specific provisions.
2. Any verbal agreements, declarations or commitments by agents, employees and officials of Tubi Flessibili srl made before, at the same time as or after the signing of these conditions will not be binding for Tubi Flessibili srl unless confirmed by the latter in writing.
3. The Supply Contract is deemed to be concluded upon sending of the order confirmation by the seller.
4. The prices indicated by Tubi Flessibili srl are intended, unless otherwise indicated in the offer, ex-works Tubi Flessibili srl, net of taxes, transport costs, customs duties and other fiscal charges.
5. The Supply Contract shall be deemed accepted if the buyer does not raise objections within 3 days of receiving it.
6. The delivery terms of the products, if agreed, refer to the date of acceptance by the forwarder and will start from the implementation by the customer of the charges and obligations placed upon him such as for example the presentation of documents or the execution of any agreed advance payments. The delivery terms in any case will have a purely indicative value and any delays in the delivery of the products cannot in any case entail any liability on the part of Tubi Flessibili srl. The customer therefore cannot attribute or request from Tubi Flessibili srl any compensation for damages suffered due to any delays in the delivery of the products.
7. Force majeure, unforeseeable circumstances and all exceptional events that may jeopardise the regular fulfilment of the order, such as delays in delivery by Tubi Flessibili srl suppliers, transport problems and manufacturing setbacks, trade union disputes, lack of material and energy, measures by state authorities as well as restrictions on imports and exports, will allow Tubi Flessibili srl to extend the delivery terms to an appropriate extent or, if fulfilment is compromised or made impossible, to withdraw from the contract in whole or in part, without the customer being entitled to any compensation. Tubi Flessibili srl still reserves the right not to fulfil the order, even if confirmed, if the customer has become insolvent also with reference to other supplies or towards other suppliers, or if its financial guarantees have diminished.
8. In the event that no technical specification is provided by the customer and accepted by Tubi Flessibili srl, if the same is necessary for the fullfilment of the order, the specifications adopted will be those indicated by the latter.
9. The Seller undertakes to remedy any imperfection that is a direct consequence of a defect in the design, materials or workmanship of its products. The undertaking is limited to defects that become apparent during the period of 12 months from the date of delivery. 9.1. The Buyer is required to inspect the material delivered within and no later than 8 days from the date of delivery and to notify within that period any obvious defects that are found on the goods.
   9.2. The Buyer must notify the Seller of all hidden defects that become apparent within 8 days of their discovery.
   9.3. The notification and complaints must contain the description of the defect and must be sent to the Seller by letter. registered letter with return receipt.
   9.4. Upon receipt of such written notification and once the reported facts have been ascertained, the Seller is required, at its sole discretion, to replace or repair the defective Products. The Seller may request the return, at the buyer's expense, of the replaced defective Products which will become its property. In any case, returns of the Products must be previously accepted by the Seller.
   9.5. Following analysis of the defective Product, if it turns out that the defect is not attributable to the Seller, the repair or replacement will be borne by the Buyer, including all shipping costs.
   9.6. The guarantee referred to in this article absorbs and replaces any other legal guarantee for defects and conformity and excludes any other liability of the Seller in particular for direct or consequential damages including transport costs, loss of use, loss of profits, loss of contract or for any other indirect damage.
   9.7. The Seller's liability extends only to defects in the Products which occur under the conditions of correct use and/or storage of the Products themselves. In particular, it does not cover defects resulting from faulty installation, maintenance or repair carried out by anyone other than the Seller, nor from modifications made to the Products without the written consent of the Seller, nor from normal deterioration of the Products.
10. The quantities ordered by the customer cannot be modified, except for specific agreements between the parties, to be agreed on a case-by-case basis. The customer is in any case required to collect the goods produced for him or in the process of being produced, or to recognize the expenses incurred by the seller.
11. The seller has the right to deliver 5% more or less than the confirmed quantities.
12. In the event of cancellation by the customer of an order for customized products for reasons not attributable to TUBI FLESSIBILI srl, the latter will have the right to charge the customer and the customer will be required to reimburse TUBI FLESSIBILI srl an amount equal to the costs and expenses incurred for the execution of the order up to the receipt of the cancellation request.
13. In no case may the buyer refuse the goods. Any disputes must be declared in writing to the seller within 8 days from the date of receipt of the goods. In the event of hidden defects, the communication must be sent within 30 days from the date of receipt of the goods.
14. Payments must be made according to the conditions set by Tubi Flessibili srl.
15. In the event of late payment of any amount and for any reason due to Tubi Flessibili srl, default interest equal to the fixed annual rate of 10.00% will accrue from the tenth day following the missed payment, without the need for formal notice or formal notice by Tubi Flessibili srl and without prejudice to compensation for any further damages.
16. Minimum order amount Euro 80.00 + VAT, below which Euro 10.33 + VAT will be applied for order management.
17. Minimum invoice amount Euro 150.00 + VAT, below which Euro 10.33 + VAT will be applied for order management.
18. Bank Receipts with amounts lower than Euro 200.00 + VAT will be increased by Euro 3.50 + VAT for Bank Receipt management.
19. The management costs for unpaid bills will be invoiced at Euro 10.33 + VAT in addition to the related late payment interest.
20. Tubi Flessibili srl will have the right to refuse or suspend supplies in the event of default by the buyer for any amount owed to him if the asset or financial situation worsens after the conclusion of the contract and again in the event that his asset guarantees have diminished.
21. The buyer waives the right to set off any of his/her credits against Tubi Flessibili srl unless his/ her debts to the latter have been paid in full prior to the purchase.
22. In the event of non-payment by the buyer, at the relevant due dates, even of only part of the price of the supplies, the latter will automatically lose the right to benefit of the term for the amounts not yet due and will therefore have to provide for the immediate payment of its debt for capital, interest and expenses.
23. For the entire duration of this contract, the parties undertake to maintain confidential all confidential information that comes to their knowledge during the course of the same.
24. The specifications, drawings, specifications, samples, models, equipment and documents that Tubi Flessibili srl may communicate for any reason to the buyer remain the property of Tubi Flessibili srl and the buyer undertakes to keep them confidential and to use them exclusively for the execution of this contract.
25. The return of the material, due to an error not attributable to TUBIFLESSIBILI, has a management cost of Euro 20.00 + VAT. The goods must travel carriage paid and possibly be returned in the month of invoicing of the first supply. The mistakenly purchased goods must be correctly packaged and not damaged. Upon receipt of the goods and only after checking and in exchange for approval of quantity, packaging, correctness of the product and non-deterioration by Logistics/Quality, a credit will be credited.

Express termination clause
This contract will be automatically terminated in accordance with the procedures set forth in art. 1456 of the Italian Civil Code.

• if the buyer suspends, in whole or in part, the payment of any sum due to Tubi Flessibili srl in relation to the supplies made to him;
• you refuse to accept the goods supplied to him;
• disclose to third parties news and information relating to commercial relations with Tubi Flessibili srl;
• is subject to bankruptcy proceedings, none excluded, and even if protests have been raised against him or enforcement proceedings are pending on movable property, real estate or third parties;
• the financial guarantees provided to protect the satisfaction of Tubi Flessibili srl's creditor claims have been reduced;
• request extensions of the payment terms for supplies; he has become untraceable;
• there have been changes in its corporate structure in the event that the purchaser is a partnership or corporation;
• refuses, if requested, to provide Tubi Flessibili srl with personal and real guarantees.

In the event of termination of the contract, the buyer, in addition to having to pay Tubi Flessibili srl in full what is due, will also have to fully compensate all damages suffered by the same as a result of its contractual breaches. Tubi Flessibili srl retains the right to request compliance. These general conditions of supply are, in all parts, regulated by the current Italian law. For any dispute, the court of Alessandria will be competent.

The CEO