GENERAL TERMS AND CONDITIONS OF SALE – DANESE SRL

1. Seller’s identity
Danese Srl, Via A. Diaz 33/B, 36071 Arzignano (VI), Italy, VAT/Tax Code 02457820245 (hereinafter “Danese” or the “Seller”).

2. Scope of application
2.1 These General Terms and Conditions of Sale (“GTC”) apply to all supplies of goods and/or services sold by Danese to the customer (the “Customer”), unless otherwise agreed in writing.
2.2 Any Customer terms that differ from or add to these GTC shall not be binding upon Danese unless expressly accepted in writing.
2.3 In case of conflict between these GTC and any offer/proforma invoice/contract, the specific documents shall prevail, limited to the amended parts.

3. Offers, proformas and orders
3.1 Offers and proforma invoices are valid for the period indicated in the document; if not indicated, for 15 days.
3.2 An order shall be deemed accepted only upon Danese’s written confirmation or upon commencement of supply.
3.3 Any changes requested by the Customer after confirmation may result in adjustments to prices and lead times.

4. Prices
4.1 Prices are those stated in the offer/proforma invoice/contract and are net, unless otherwise specified.
4.2 VAT, duties, local taxes, customs clearance costs and charges in the destination country shall be borne by the Customer, unless otherwise agreed in writing.
4.3 Packing and transport: unless otherwise stated, they are invoiced separately or included as per the commercial document. Danese may adjust costs based on weight/volume, type of packing and shipping method.

5. Payment terms
5.1 Payment terms are those stated in the invoice/proforma invoice/contract (e.g. advance payment, CAD, T/T at maturity, etc.).
5.2 Payment must be made within the agreed terms, without withholdings, set-offs or deductions not agreed.
5.3 In case of delay, Danese may suspend ongoing supplies and/or refuse new orders until payment is regularised.
5.4 Late payment interest and costs: statutory interest shall apply (for B2B, Italian Legislative Decree 231/2002) as well as any costs incurred for collection.

6. Delivery, shipments and delivery terms (Incoterms)
6.1 Delivery times are indicative unless expressly stated as “binding” in writing.
6.2 The delivery term (EXW, FOB, CFR/C&F, CIP, DAP, etc.) is that indicated in the offer/contract and, where referenced, shall be interpreted according to the Incoterms in force on the contract date.
6.3 Risk transfers to the Customer according to the agreed delivery term.
6.4 Transport damages: the Customer must inspect the goods upon delivery and promptly notify both the carrier and Danese in accordance with the applicable law and/or carrier’s terms and deadlines.

7. Tolerances, inspections and acceptance of goods
7.1 Standard industry dimensional and manufacturing tolerances may apply to technical products and spare parts.
7.2 Any apparent non-conformities must be reported in writing within 8 days from delivery (or within different terms provided by applicable law), enclosing photos/videos and document references (invoice/packing list/lot).
7.3 In the absence of timely complaints, the goods shall be deemed accepted.

8. Warranty
8.1 The warranty is that provided by the applicable law for B2B sales, unless otherwise agreed in writing.
8.2 The warranty excludes: wear and tear, consumables (blades, abrasive papers, etc.), damage due to improper use, incorrect installation, non-compliant maintenance, unauthorised modifications, use of non-original parts or non-approved equivalents.
8.3 For measuring instruments and machinery: warranty is subject to compliance with the use and maintenance instructions provided by Danese or the manufacturer.
8.4 Remedies: in case of a covered defect, Danese may, at its discretion, repair, replace or credit the value of the defective goods, subject to technical verification.

9. Returns and return procedures (RMA)
9.1 No returns are accepted without Danese’s written authorisation (RMA) and return instructions.
9.2 Returned goods must be properly packed and accompanied by complete documentation.
9.3 If the defect is not confirmed or is excluded from warranty, inspection, transport and reconditioning costs shall be charged to the Customer.

10. Limitation of liability
10.1 Danese shall not be liable for indirect or consequential damages, including (by way of example) downtime, loss of profit, loss of production, or Customer penalties towards third parties.
10.2 In any case, Danese’s total liability is limited to the value of the supply that gave rise to the claim, except in cases of wilful misconduct or gross negligence or mandatory legal limits.

11. Retention of title (where permitted by applicable law)
Until full payment, ownership of the goods remains with Danese, to the extent permitted by the Customer’s country law. Risk remains governed by the agreed delivery term/Incoterm.

12. Force majeure
Danese shall not be liable for delays or non-performance due to causes beyond its control (e.g. natural events, wars, strikes, raw material shortages, carrier delays, customs blocks, blackouts, epidemics, authority measures). In such cases, delivery terms shall be extended for the duration of the event.

13. Compliance, export and sanctions
13.1 The Customer declares that the use and final destination of the goods will comply with applicable laws, regulations and restrictions (including export control and sanctions).
13.2 Danese may refuse or suspend supply if compliance risks emerge.

14. Intellectual property
Trademarks, designs, documentation, manuals and know-how remain the property of their respective owners. Unauthorised reproduction or dissemination is prohibited.

15. Confidentiality
The parties undertake to keep confidential any technical and commercial information received during negotiations and supply, except where disclosure is required by law.

16. Data processing
The parties process personal data in accordance with applicable law (in particular GDPR for data processed in the EU). Notices and legal bases are managed according to the respective roles (data controller/processor).

17. Language
In case of translations, the Italian version (or the version expressly indicated in the contract) shall prevail in case of discrepancies.

18. Governing law and jurisdiction
18.1 Unless otherwise agreed in writing, the contract is governed by Italian law.
18.2 Exclusive competent court: Vicenza (Italy).
18.3 Alternatively, if agreed in writing with the Customer, the parties may provide for arbitration (seat and institution to be defined in the contract).

19. Final clauses
19.1 Severability: the invalidity of any clause shall not affect the validity of the remaining clauses.
19.2 Amendments: any amendment to these GTC must be in writing and signed by Danese.
19.3 Entire agreement: the offer/contract and these GTC constitute the entire agreement between the parties.