Terms and Conditions

Premise
These general terms and conditions govern all current and future contractual relationships between the parties for the supply of components, equipment, hydraulic and pneumatic systems. They shall be supplemented by any special conditions agreed in writing or included in the Supplier’s written confirmation of order acceptance. These general terms and conditions regulate the sale and purchase agreement between E.fluid Italy S.r.l. (hereinafter referred to as the “Seller”) and the “Customer” concerning goods produced or commissioned by the Seller (hereinafter referred to as the “Products”). Each individual sale is concluded only upon the Seller’s written acceptance of the order (hereinafter referred to as the “Order Confirmation”). These general terms and conditions and the individual sales do not imply any distribution, agency, representation, continuous supply, or subcontracting relationship between the Parties, other than that of independent contractors for the sale and purchase of the Products. Any amendment to the general terms and conditions shall only be valid if agreed in writing between the Parties or specified in the Seller’s Order Confirmation.

Definitions
Seller: E.fluid Italy S.r.l., the seller of the Products;
Customer: the party purchasing the Products;
Parties: the Seller and the Customer;
Order Confirmation: the Seller’s written acceptance of the order;
Product: the finished or semi-finished goods specified in the purchase order and related Order Confirmation;
Special production: non-catalog and/or customized products upon the Customer’s request.

Orders
The purchase order is considered placed “subject to manufacturer’s approval,” as the Seller reserves the unquestionable right to accept or reject it by sending the corresponding Order Confirmation. The contract is deemed concluded even in the absence of written confirmation if the order is executed through the delivery of the Products to the carrier or freight forwarder. Any request for order modification by the Customer must be communicated at least five working days before the scheduled delivery date. However, the Seller has full discretion to accept or reject such changes. In the case of special and/or customized production, the Customer is obligated to accept the entire order, which may slightly vary in quantity due to production requirements compared to what is stated in the Order Confirmation.

Order Cancellation
The Customer may not cancel firm orders or reduce the minimum quantity provided in open or scheduled orders, except in cases of force majeure. Should the Customer wish to proceed with cancellation, a written request must be submitted to the Seller, who, within ten days, may accept, reject, or indicate any applicable cancellation costs.

Delivery
Unless otherwise specified, delivery is Ex Works (EXW Incoterms 2010) at the Seller’s facility, with no obligation to load the goods onto transportation means. Upon delivery to the Customer or the carrier, the risk related to the Products transfers to the Customer, even if the transport has been arranged by the Seller. The delivery terms indicated are to be considered as approximate and shall commence from the date of receipt of the Order Confirmation or, if an advance payment is required, from the date of such payment. The Seller may advance or postpone delivery without entitling the Customer to terminate the contract or claim compensation. If the Customer is in default with payments for previous supplies, the Seller may suspend deliveries until full payment is received. In case of failure to collect the goods, the Customer shall bear the storage costs, and the Seller may demand contract fulfillment or declare its termination, with the right to claim damages.

Price and Payments
The price is as indicated in the Order Confirmation, excluding VAT and other applicable charges. Unless otherwise agreed, payments must be made within the agreed terms, at the Seller’s domicile or the designated financial institution. In case of late payment, default interest pursuant to Legislative Decree 231/2002 shall apply, amounting to 8 percentage points above the European Central Bank’s rate. Any disputes shall not suspend the payment obligation.

Retention of Title
The Seller retains ownership of the Products until full payment has been made. Furthermore, the Seller maintains ownership of the design related to the Products, which may not be disclosed or transferred to third parties.

Right to Suspend and Terminate
The Seller may suspend or cancel an order, even if already confirmed, or request advance payment or appropriate guarantees in the event of the Customer’s non-compliance or financial difficulties.

Warranty, Claims, and Liability
The warranty period is 12 months from delivery. Any defects must be reported in writing, with photographic evidence, within eight days of delivery (for apparent defects) or from their discovery (for hidden defects). Returns must be authorized by the Seller and sent in the original packaging at the Customer’s expense. The warranty covers only the repair or replacement of defective Products and does not apply in cases of improper use, incorrect installation, or unauthorized modifications. The Seller shall not be liable for damages resulting from the use of the Products, normal wear and tear, or economic losses, except in cases of gross negligence.

Confidentiality
The Parties undertake to treat as confidential all information acquired in connection with the contractual relationship and not to disclose it without the Seller’s written authorization.

Applicable Law and Jurisdiction
These general terms and conditions and the contracts between the Parties shall be governed by Italian law. Any dispute shall be subject to the exclusive jurisdiction of the Court of Varese.