GENERAL TERMS AND CONDITIONS OF SALE (B2B)

1. Scope of application

1.1. These general terms and conditions of sale (hereinafter the “GTC”) apply to all contracts of sale (hereinafter the “Contracts”) for products (hereinafter the “Products”), as well as spare parts and accessories for the Products (hereinafter “Spare Parts and Accessories”), collectively referred to in these GTC as Products, entered into between FAS INTERNATIONAL S.P.A., with its registered office at Via Lago di Vico no. 60, 36015 Schio (VI), Italy, tax code/VAT no. 02081960243 (hereinafter the “Seller”) and the purchaser (hereinafter the “Buyer”).
1.2. The GTC, together with the special terms and conditions of sale set out in the order confirmation (hereinafter the “Order Confirmation”) and in the documents attached thereto, constitute the entire terms of the Contract between the Buyer and the Seller and supersede any other and/or different conflicting terms and/or conditions proposed by the Buyer orally or in writing and not expressly accepted by the Seller.

2. Formation of the Contract

2.1. The Contract between the Seller and the Buyer shall in all cases be deemed concluded only upon the Buyer's receipt of the Order Confirmation sent by the Seller. Unless expressly stated otherwise, catalogues, quotations and technical documents are provided solely for information / guidance, and the Seller's offers are not binding without an Order Confirmation.
2.2. Offers made by the Seller are valid for fifteen (15) working days. Within the same period, the Buyer must notify the Seller of its acceptance, if any, of the proposal by simultaneously placing an order on the same terms as the offer, by email or by other electronic means previously agreed upon and accepted by the Seller. It is understood that such order shall become effective only upon express acceptance by the Seller within 3 (three) working days, through the Order Confirmation.
2.3. Signing and returning the Order Confirmation or, alternatively, the Buyer's failure to expressly reject it within 3 (three) days of receipt shall constitute the Buyer's acceptance of the specific contractual terms and conditions set out therein.
2.4. Orders shall be deemed accepted by the Seller only on the terms set out in the Order Confirmation. Orders fulfilled directly by the Seller shall also be deemed confirmed. The Seller's receipt of any advance payment upon ordering shall not constitute acceptance of the order.

3. Place, time and method of delivery

3.1. Unless otherwise specified in the Order Confirmation, delivery and the corresponding transfer of risk shall always be deemed to take place EXW at the Seller's premises in Schio (VI) - Italy (ICC Incoterms 2020). The delivery date shall be communicated to the Buyer separately and subsequently by email, where not specified in the relevant Order Confirmation.
3.2. Under no circumstances shall the delivery deadline be deemed of the essence and, therefore, in the event of delivery delays not attributable to wilful misconduct or gross negligence, the Buyer shall not be entitled to withdraw from or terminate the Contract, or to suspend payment of the price.
3.3. Where the Seller arranges shipment of the Products on behalf of the Buyer, the risk of loss of or damage to the Products shall always be borne by the Buyer, even where delivery is to a location other than the Buyer's premises. Accordingly, the Seller shall be exempt from any liability in relation to transport, the means used, the route selected and any additional costs that may be charged by the carrier, it being expressly understood that any transport contract shall be entered into by the Seller on behalf of the Buyer, who shall reimburse the related expenses, unless otherwise agreed between the Parties.
3.4. If the Buyer delays collection of the Products, the Seller reserves the right to invoice them in advance and demand immediate payment of the agreed price, whereupon the Buyer shall forfeit the benefit of the payment term specified in the Order Confirmation. In all cases, the Buyer shall bear storage charges and any other costs and liability relating to the warehousing and safekeeping of the Products.
3.5. If the Buyer refuses to take delivery of and/or collect the Products or individual batches, or delays collection by more than 30 (thirty) days, the Seller shall be entitled, at its sole discretion, to terminate the Contract and sell the uncollected Products on the best available terms, without prejudice to its right to compensation for any further loss, or to seek specific performance of the Contract.
3.6. The Seller shall promptly notify the Buyer of any delays in relation to the agreed delivery schedule, stating the new expected delivery date by email. For delays exceeding 90 days from the expected delivery date, the Buyer shall nevertheless be entitled to withdraw from the Contract by written notice to the Seller within fifteen (15) days of receiving notification of the new delivery date, with all other remedies available to the Buyer excluded, including the right to damages.
3.7. Except in cases of wilful misconduct or gross negligence, the Seller shall under no circumstances be held liable on any grounds for any loss suffered by the Buyer as a result of delays in the delivery of Products.

4. Price and payments

4.1. Where the price of the Products is not specified in the Order Confirmation, the prices of the Products shall be those stated in the Seller's current price list, for delivery EXW (Incoterms 2020) at the Seller's premises or another location specified by the Seller.
4.2. Unless expressly stated otherwise in the Order Confirmation, prices do not include ancillary services, such as installation and assistance at the Buyer's premises, and are exclusive of all taxes and costs relating to transport, insurance, shipping, storage, handling, demurrage and similar charges, which shall be borne by the Buyer.
4.3. Unless expressly stated otherwise in the Order Confirmation, payment shall be made by bank transfer before delivery, within the period specified in the Order Confirmation, and shall in all cases be deemed to take place at the Seller's registered office, even where payment by draft or bill of exchange is agreed.
4.4. Failure by the Buyer to pay within the deadlines established in the Contract shall require the Buyer to pay the Seller late payment interest pursuant to Italian Legislative Decree 231/2002, accruing from the payment due date, without prejudice to compensation for any further loss and without the need for a formal notice of default. In such event, the Seller shall also be entitled to suspend delivery of all Products, including those relating to orders other than the one remaining wholly or partly unpaid.
4.5. Where the Parties have agreed to payment by instalments in the relevant Order Confirmation, delay in the payment of even a single instalment shall result in the forfeiture of the benefit of the payment term for subsequent instalments, and the Seller may demand immediate payment in a single lump sum of the entire outstanding amount owed by the Buyer, together with late payment interest as specified above and compensation for any further loss.
4.6. In the event of late payment, or where the Seller has reason to doubt the Buyer's solvency and creditworthiness and the Buyer is unwilling to pay in advance or provide the Seller with the requested guarantees, or where the Buyer becomes subject to insolvency proceedings of any kind, the Seller shall in all cases have the right to terminate the Contract or refrain from performing the part of the Contract not yet performed, without requiring the Buyer's consent; all payments not yet due shall also become immediately payable, without the need for a formal notice of default.
4.7. It is in any event understood between the Parties that the Products shall remain the property of the Seller until the price has been paid in full (retention of title), pursuant to Article 1523 of the Italian Civil Code.
4.8. The Buyer shall not be entitled to delay or suspend payment for the Products under any circumstances, including in the event of defects and/or non-conformities, without prejudice to the right to recover any amounts unduly paid (solve et repete), nor shall it be entitled to set off any claims, unless agreed in writing between the Parties.

5. Acceptance and claims

5.1. Upon delivery of the Products, the Buyer shall promptly carry out, at its own expense and responsibility, a full technical inspection of the quality and operation of the Products.
5.2. Any claims relating to the condition of the packaging, quantity, number or external characteristics of the Products (apparent defects) must be notified to the Seller in writing, failing which the relevant rights shall lapse, immediately and in any event no later than eight (8) days from the delivery date of the Products. If no claim relating to apparent defects is submitted within the above period, the Products shall be deemed definitively accepted by the Buyer. Any claims relating to defects that could not be identified through a diligent inspection at the time of delivery (hidden defects) must be notified to the Seller in writing, failing which the relevant rights shall lapse, within eight (8) days of discovery of the defect.
5.3. Claims must expressly state the type of non-conformity and/or defect identified and the number of non-conforming and/or defective Products and must, failing which the relevant rights shall lapse, be accompanied by photographic evidence clearly showing the non-conformity.
5.4. The Seller undertakes to remedy any defect, lack of quality or non-conformity of the Products attributable to it that arises within the period specified in Article 6.1, provided that it has been notified promptly in accordance with paragraphs 5.2. and 5.3.
5.5. Where the Seller also undertakes to transport the Products, the Buyer must, failing which the relevant rights shall lapse, report any loss, deterioration and/or damage to the Products immediately and in any event no later than three (3) days from the delivery date, without prejudice to the Buyer's obligation to duly record such issues on the transport document accompanying the goods, entering a specific reservation upon acceptance at the time of receipt, stating the quantity and serial number of the damaged Product(s) and a concise description of the damage, and ensuring that photographic evidence is produced for attachment to the subsequent notification.

6. Warranty and limitation of liability

6.1. The Seller warrants that the Products, as well as Spare Parts and Accessories, shall be free from defects and malfunctions for a period of twelve (12) months from the delivery date.
6.2. The warranty period referred to in paragraph 6.1 above shall commence: i) on the delivery date of the Products, where warranty service is requested directly by the Buyer; or ii) on the date of actual purchase by the end customer, as evidenced by a document proving such purchase and by information identifying the Product itself, such as, by way of example, the Serial Number for vending machines and the Red Label for spare parts and components. It is understood that the warranty period shall in no event exceed a total of eighteen (18) months.
6.3. The Seller's liability shall be limited solely to the free replacement or repair of parts found to be defective, at the Seller's premises, within ninety (90) days following receipt of the claim notified in accordance with paragraphs 5.2. and 5.3.
6.4. At the Seller's sole discretion, replacement Products and/or Spare Parts and Accessories may be dispatched in advance, subject to verification, at the Seller's expense, accompanied by an invoice payable within sixty (60) days of the invoice date. The defective part, which must be returned at the Buyer's expense within the deadlines specified in the invoice, shall be inspected by the Seller, which shall confirm warranty coverage and issue a credit note. If warranty coverage cannot be granted, the Seller shall notify the Buyer in writing, and the Buyer shall pay the invoice within the specified deadlines and may also request the return of the defective material at its own expense.
6.5. Defective Products and/or Spare Parts and Accessories accepted as covered by the warranty and consequently replaced shall remain the property of the Seller.
6.6. Products and/or Spare Parts and Accessories replaced or repaired under warranty shall be subject to the same warranty for a period of twelve (12) months from the date of repair or replacement.
6.7. By way of example and without limitation, the warranty of proper operation shall not apply where the defect, malfunction or lack of promised qualities results from:
a) improper installation of the Products or Spare Parts and Accessories, even if carried out by qualified personnel;
b) improper use of the Products or Spare Parts and Accessories due to lack of skill, negligence or failure to follow the operating instructions;
c) lack of maintenance or improper maintenance, even if carried out by qualified personnel;
d) repairs or modifications carried out by the Buyer on its own initiative;
e) irregular voltage supply from power lines that is incompatible with the machine's rating plate specifications, or insufficient or abnormal capacity of the electrical systems;
f) the corrosive action of detergents or other substances, including water containing chlorine, etc.;
g) malfunction or failure of software or hardware, or loss of data recorded by the Buyer, as a result of storms, lightning, high temperatures or changes in electrical voltage, earthquakes, fires, floods, etc.;
h) tampering, intrusions, damage, fraudulent acts and/or, in general, unlawful acts by third parties;
i) in general, any defect and/or malfunction attributable to the Buyer or otherwise not attributable to the Seller.
8. The warranty shall also exclude all components that:
a) lack a label showing the Product's serial number or the date of sale in the case of Spare Parts and Accessories, or bear a label that has been tampered with;
b) are Product components normally subject to general wear and tear or moving components, including, by way of example and without limitation, handles, lamps and lights, keypads, external coverings, seals and filters.
9. It is understood that the above warranty (consisting of the obligation to repair or replace the Products) supersedes and replaces statutory warranties or liabilities and excludes any other liability of the Seller (whether contractual or non-contractual) arising in any way from the Products supplied (such as compensation for damage, loss of profit, recall campaigns, etc.) and/or direct and/or indirect damage.
10. The Seller's liability for failure to fulfil its obligations under the Contract and these GTC shall be limited to the price paid by the Buyer for the Products actually found to be non-conforming, defective or lacking the promised qualities, except in cases of wilful misconduct or gross negligence.

7. Intellectual property rights

7.1. The Buyer acknowledges that the trademarks, as well as any other intellectual property rights incorporated in and/or otherwise relating to the Products, together with any model, specification, sample, design, technical information and/or data relating thereto, are and shall remain the exclusive property of the Seller.
7.2. These GTC shall not be interpreted as granting, either expressly or implicitly, any right, licence or exemption to the Buyer or to third parties in respect of any intellectual property right of the Seller and/or third parties other than as expressly granted and provided for in these GTC.
7.3. Where software and/or technical documentation is included in or delivered with a Product sold by the Seller to the Buyer, the sale of such Products shall not constitute a transfer to the Buyer of ownership of any rights in, or title to, such software and/or technical documentation, but shall, subject to the conditions set out herein, grant the Buyer a non-exclusive licence that is not transferable to third parties and is limited to use of the Products supplied by the Seller.
7.4. The Buyer shall not: i) modify the Products or remove, modify or tamper with the trademarks, logos, information or numbers displayed and/or printed on the Products; ii) create websites or documentation of any kind referring to the company name/logo or any Product name without the Seller's prior written authorisation; iii) modify, adapt, alter or create derivative works of the Products or of the software, whether owned and/or supplied by the Seller in relation to the Products; iv) assign, sublicense, lease, rent, pledge, transfer, distribute or otherwise make such software available; v) merge or incorporate such software with or into other software; or vi) assemble, decompile, disassemble or otherwise attempt to derive the source code of such software without the Seller's prior written authorisation, unless entitled to do so under applicable law. Where copyright in the software is owned by third parties, those third parties' licence terms and conditions shall apply to their software in place of the terms set out in these GTC, insofar as compatible.

8. Termination

8.1 Without prejudice to the provisions of other articles of these GTC, the Seller may terminate the Contract of sale as of right (a) if the Buyer fails to fulfil its obligations under paragraphs 3.4, 3.5 (Delivery of Products), 4.3 (Payments), 7.4 (Intellectual Property Rights), 10.1, 10.2 (Confidentiality); (b) in the event of any material breach of any of the conditions set out in these GTC, it being understood that a breach of contractual obligations other than those referred to in point a) may be considered material if, following a written request to fulfil the obligation in question, the Buyer fails to do so within 15 (fifteen) days of receipt.

9. Force majeure

1. “Force Majeure” means the occurrence of an event or circumstance (“Force Majeure Event”) that prevents a Party from performing one or more contractual obligations, if and to the extent that the Party concerned proves: a) that such impediment is beyond its reasonable control; and b) that the event could not reasonably have been foreseen at the time the Contract was concluded; and c) that the effects of the impediment could not reasonably have been avoided or overcome by the affected Party. In the absence of proof to the contrary, the following events affecting a Party shall be presumed to satisfy conditions (a) and (b) of the first paragraph of this article, so that the affected Party need only prove that condition (c) is satisfied: (i) war (whether declared or not), hostilities, invasion, acts of a foreign enemy, extensive military mobilisation; (ii) civil war, riot, rebellion, revolution, military force or usurpation of power, insurrection, acts of terrorism, sabotage or piracy; (iii) currency or trade restrictions, embargoes, sanctions; (iv) acts of public authorities, whether lawful or unlawful, compliance with laws or government orders, regulations, expropriation, seizure of assets, requisition, nationalisation; (v) plague, epidemics, natural disasters or extreme natural events; (vi) explosion, fire, destruction of equipment, prolonged interruption of transport, telecommunications or energy supplies, difficulties in recruiting personnel or procuring raw materials; (vii) widespread labour unrest, including in particular boycotts, strikes and lockouts, work-to-rule actions, and occupation of factories and buildings. The affected Party must inform the other Party of the event without delay.
2. Where performance is impossible in the circumstances mentioned above, performance of the Contract shall be suspended for the duration of the impediment, and the Party invoking this clause shall not be held liable for any resulting damage suffered by the other Party. If the Force Majeure event continues for a period of three consecutive months, either Party shall have the right to terminate the Contract by giving the other Party fifteen (15) days' prior notice of termination.

10. Confidentiality

10.1.The Buyer undertakes to refrain from using or exploiting any confidential information (i.e. information that is confidential, protected and/or not generally available to the public, including, without limitation, information relating wholly or partly to trade secrets, technical data, drawings, financial information, business plans and strategic plans, marketing concepts, Product user manuals, prices, intellectual property rights, etc.) provided by the Seller to the Buyer, for any purpose or activity other than performance of the Contract.
10.2.The Buyer is expressly required not to disclose the Seller's confidential information to third parties, particularly parties that manufacture, distribute, market and/or sell, directly or indirectly, products competing with the Products, even where such parties are subsidiaries or affiliates of the Buyer.

11. Processing of personal data

11.1. The Parties undertake to comply with all obligations under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the “protection of natural persons with regard to the processing of personal data and on the free movement of such data” (hereinafter the “GDPR”), as well as applicable national legislation and the decisions of the Italian Data Protection Authority.
11.2. By signing these GTC, each Party recognises and acknowledges that the personal data (e.g. names, business email addresses, etc.) of its employees / collaborators involved in the activities under the Contract shall be disclosed by it to the other Party and processed by the latter as Data Controller for purposes strictly related to entering into and performing the Contract, and hereby undertakes to bring this to the attention of its employees / collaborators through its internal procedures. In particular, the Buyer acknowledges that the personal data (such as, by way of example, first and last names, business email addresses, etc.) of its employees / collaborators is processed by the Seller in accordance with the privacy notice available on the website [https://www.fas.it/], which the Buyer declares it has read in full and which the Buyer undertakes to consult regularly to check for any amendments or additions. The Buyer undertakes to bring this privacy notice to the attention of its employees / collaborators.
11.3. The Seller may also process contact details to communicate additional commercial offers relating to the Products, including products other than those covered by the Contract governed by these GTC. The Buyer (or the data subject receiving the message) has the right to object to processing for the purpose of sending such communications by using the following email address: info@fas.it . In such cases, the data shall be retained until removal from the mailing list.

12. Applicable law and jurisdiction

12.1. These GTC shall be governed by Italian law, with the express exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG).
12.2. Any dispute shall be subject to the exclusive jurisdiction of the courts of Vicenza, Italy. Notwithstanding the foregoing, the Seller shall nevertheless be entitled, at its discretion, to bring proceedings before the courts having jurisdiction over the Buyer.

13. Code of Ethics

13.1. In relation to Italian Legislative Decree no. 231 of 8 June 2001, governing the administrative liability of legal persons and companies, and in particular pursuant to Article 7, paragraph 4, point b), of Legislative Decree 231/2001, any breach of the rules set out in the Seller's Code of Ethics and Model 231, published on the website [https:// www.fas.it/], which the Buyer declares it has read in full and which the Buyer undertakes to consult regularly to check for any amendments or additions, as well as the commission of offences relevant under the same Decree by self-employed workers, workers in quasi-subordinate employment relationships, employees of service companies and suppliers, shall result in early termination of the Contract.

14. Final provisions

14.1. If any clause of these GTC is found to be null and void or ineffective, such nullity or ineffectiveness shall not affect the remaining contractual provisions.
14.2. Any communication between the Parties shall be valid only if made in writing.
14.3. Any amendment to these GTC must be approved in writing by mutual agreement between the Parties.
14.4. The Buyer may not assign the Contract to third parties without the Seller's written consent.
14.5. The Seller's failure to exercise any right or power granted under these GTC shall not be construed as a general waiver of such right or power, nor shall it prevent the Seller from subsequently requiring full and strict compliance with all the clauses contained herein.
14.6. These GTC are drawn up in Italian. If these GTC are translated into a language other than Italian, such translation shall be provided for convenience, and the Italian version shall prevail in all cases.