General Terms and Conditions of Sale

GENERAL CONDITIONS OF SALE AND DELIVERY (FOR BREVITY, “GCS”).

Parties to the contract.

1.  The term ‘Seller’ refers to the company Base Protection S.r.l., which shall issue invoices.
2. The term ‘Buyer’ refers to the recipient of invoices relating to products listed thereon, which is obliged to pay the price indicated on the invoice.
3.  The articles of these GCS are valid for all sales concluded between the parties from the first signing of the said GCS, and shall apply to all orders, sales and subsequent deliveries.

I. General Conditions. Application.

• 1.1 These general conditions of sale and delivery shall apply to any order or contract for sale and/or continuous supply (hereinafter, collectively, ‘Delivery’) of Base Protection S.r.l. Products to existing or new customers. Unless otherwise expressly agreed in writing between the Seller and the Buyer, they replace and supersede any terms, contractual conditions and agreements put in place by the Buyer to regulate purchases concluded with the Seller. Any invalidity of one or more of the following articles or parts thereof shall not affect the validity of the remaining parts or articles.
  No sales representative, sales personnel member or appointee of the Seller is authorised to amend and/or derogate from these general conditions of sale, either in writing or verbally. Only amendments or derogations agreed upon in writing by legal representatives of the Seller, and sent to the Buyer, shall be valid.
• 1.2 If, for a given sale, special conditions of sale should be agreed in writing between the parties, in the case of discrepancy between these general conditions and any special condition agreed between the parties, the latter shall prevail.
• 1.3 Any aspect regarding the sale of Products not regulated by these general conditions of sale or by special conditions agreed between the parties shall be governed by Italian law or, in the case of sales concluded with parties with registered office in a non-Italian State:
  – by Regulation (EU) 593/2008 and, consequently, by Italian law, if the Buyer has its purchasing office within the EU; or
  – if the Buyer has its purchasing office outside the EU, by the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG), signed in Vienna in 1980, or, where such aspects are not covered by the Vienna Convention, by the law of the country in which the Seller has its principal place of business.

II. Products, Proposals, Orders and Ancillary Agreements.

• 2.1 Catalogues, brochures and other promotional materials provide merely an indication of the type of Products, and the information contained therein shall not be binding for the Seller unless expressly mentioned in the contract of sale. The colours and coatings of the Products, which are natural or treated and/or processed naturally, may be subject to minor irregularities which, however, do not constitute faults or non-compliance with the order.
• 2.2 The Seller reserves the right to make any changes to the Products that it should consider appropriate in view of its technical and economic requirements, provided that such changes do not alter the Products’ essential characteristics.
• 2.3 The Buyer hereby guarantees that the Products are currently compliant with the mandatory local regulations applicable to the Products and their trading on the Buyer’s market.
• 2.4 If, due to supervening changes to local regulations, the Products should become unsuitable for the Buyer’s market, the latter shall be obliged to promptly inform the Seller which, at its discretion but in agreement with the Buyer, shall proceed with negotiation of new conditions, involving modification of the Products or termination of the contract.
• 2.5 The Seller’s proposals shall be non-binding.
• 2.6 Orders sent by the Buyer shall only be binding for Base Protection S.r.l. if confirmed in writing or appropriately fulfilled and invoiced.
• 2.7. Order confirmations containing additions, amendments or limitations to the proposed contract or to the Buyer’s order shall prevail over the latter and shall be understood as tacitly accepted by the Buyer unless rejected in writing within 2 (two) days of its receipt. The Customer is required to inspect the goods upon the delivery. Any eventual discrepancy must be immediately notified by written notice on the Bill of lading, to be countersigned by the forwarder, stating “goods accepted under reserve“. Any eventual claims and returns for defects and non-conformity must be advised to the Vendor within 8 (eight) days from the goods reception.

III. Prices.
Sale prices shall not include transport, insurance or VAT unless otherwise specified in the order confirmation.

IV. Terms of Delivery and Shipping of Materials.

• 4.1. The terms of delivery shall be non-binding. The delivery times shall be indicated in the order but may be altered at the sole discretion of Base Protection S.r.l.
  The terms of delivery shall always be understood as: date of departure from Base Protection S.r.l.’s location.
  Additional costs for air mail, express or high-speed shipping shall be charged to the Buyer.
• 4.2. Also in the case of sales involving modes of transport other than Ex-Works/EXW (ICC Incoterms 2020), for the purposes of transport risk transfer to the Buyer, delivery shall be considered legally made when the goods are entrusted to the first shipping agent. In this regard, the shipping agent’s signature on the transport document shall be accepted as proof of delivery of the products.
• 4.3. The Seller shall be entitled to fulfil the order through partial shipments, also in deviation from the content of the order confirmation. In this case, the Buyer shall be obliged to pay for the goods actually shipped and shall be expressly forbidden to suspend or reduce the payment for one or more deliveries received prior to the one partially shipped.
• 4.4. The Seller is authorised to suspend subsequent Deliveries or cancel existing delivery and shipment obligations in the event of failure by the Buyer to comply with the terms of payment agreed for previous Deliveries.

V. Force Majeure.
Base Protection S.r.l. shall not be held responsible for any non-fulfilment due to reasons of force majeure.

VI. Place of Performance.
The place of performance for delivery of the products shall be Base Protection S.r.l.’s place of production or storage.

VII. Shipping of Deliveries.
Unless otherwise agreed, transport of the goods shall be at the Buyer’s cost and risk. If Base Protection S.r.l. should assume responsibility for transport, the latter shall establish the shipping mode, transport route and shipping agent.

VIII. Delivery and Checking of Materials.

• 8.1. The Buyer shall be obliged to check the materials upon delivery. Any missing items must be reported at the time of delivery or upon arrival of the products at the location indicated on the transport document or at the products’ destination as agreed between the Buyer and Seller, under penalty of forfeiture of the right to complain, through annotation on the transport document, to be countersigned by the carrier, using the wording “goods accepted subject to inspection”.
• 8.2. Any complaints and returns due to faults or non-compliance must be received by the Seller within 8 days of receipt of the goods.

IX. Payments.

• 9.1. Payment shall be to the Seller’s registered address. The mandatory payment period shall be established by Base Protection S.r.l. and, unless otherwise agreed or specified, shall be the standard period of “30 days from invoice date month end”, by cash order.
• 9.2. All expenses relating to payment and cheque cashing shall be charged to the Buyer.
• 9.3. The goods supplied shall become the property of the Buyer on completion of full payment.

X. Late Payment and Insolvency by the Buyer.

• 10.1. In the event of an outstanding payment, the management costs both of issue of the payment document and of non-collection shall be charged, to the sum of 40.00 euros for all purposes.
• 10.2. Late payment shall entitle Base Protection S.r.l. to charge interest calculated for the period of delay at the three-month Euribor rate increased by five percentage points.
• 10.3. In the event of late payment, Base Protection S.r.l. shall be entitled: to declare to the Buyer that the acceleration clause has come into effect and to declare all open invoices to be due; to require advance payment or equivalent securities prior to fulfilling the order or, in the case of scheduled Deliveries, to partially or fully withdraw from the contract or to suspend its performance.

XI. Return of Used Goods.

If the Buyer should identify anomalies or non-conformities due to which it considers return of the goods to be necessary after the eight days permitted for complaint (see Article VIII), the said Buyer must inform the Seller’s sales office to request authorisation of their return. The Seller reserves the right to decide whether or not to collect the goods and to determine the relative terms and conditions.
Any authorisation of return shall not imply any acceptance of responsibility by Base Protection S.r.l. and shall not automatically entitle the Buyer to a refund.
The Seller reserves the right to evaluate the return based on the following conditions:

• 1. Returns must be accompanied by a delivery note and the relative reason for defectiveness, together with a brief description of the conditions of use of the returned product;
• 2. Under no circumstances shall returns result in cancellation of the Buyer’s obligation to pay for completed or future shipments.
• 3. Base Protection S.r.l. shall evaluate returns within the times and in the manner it deems necessary in order to verify whether the complaint is due to manufacturing defects, improper use or normal, prolonged use. The Seller shall subsequently communicate any acknowledgement of defectiveness and its decision to replace the goods or to issue a relative credit note, which may be paid within 60 days of issue. The value of the credit note shall be calculated based on the average selling price in the most recent year of each article returned.
• 4. Any delay by the Seller in issuing the said credit note shall not in any way entitle the Buyer to suspend payments.
• 5. Return and replacement of products for reasons other than those pursuant to points 1, 2 and 3 shall be governed by the conditions expressly agreed between the Buyer and Seller.

XII. Warranty.
In the event of a report of defects to the goods, the Seller may choose whether to replace the goods or to correct the defect (subsequent fulfilment).

XIII. Compensation.
Any claims for damages against Base Protection S.r.l. due to delay, failure to deliver or defective or faulty products are hereby excluded.

XIV. Competent Courts.
Any action brought by the Buyer against the Seller relating to disputes arising from or connected to the contract of sale shall be decided upon exclusively by the Court of Trani. Any action by the Seller against the Buyer relating to disputes arising from or connected to the contract of sale may be brought, at the Seller’s discretion, either before the competent court of the place where the Seller has its registered office or before the competent court of the place where the Buyer has its registered office.
XV. Information provided pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (GDPR).
The Purchaser declares to have read the information pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (GDPR) available on the Seller’s Website and by accepting the general conditions, provides consent to the processing of personal data for the purposes and according to the methods indicated in the information statement. The Purchaser’s personal, corporate and tax data, acquired directly or indirectly by Base Protection Srl, will be collected and processed in paper, computerised, or telematic form for the following purposes: customer management, fulfilment of accounting and tax obligations, scheduling of activities, litigation management, management and maintenance of the company information system. The conferment of data is free, but failure to provide it will not allow Base Protection Srl to comply with the Purchaser’s request. We also inform you that the data freely provided by the Purchaser will be communicated to third parties, meaning third parties authorised to process the data, since this third party is assigned to carry out or provide services strictly functional to the execution of the contractual relationship, such as credit institutes, our network of agents, debt collection companies, audit firms, technology service providers, professionals and consultants, providers of the services purchased, all in compliance with the data security legal provisions. The Data will be kept completely for the entire duration of the contract; subsequently, the Data will be kept for a period of ten years in order to comply with legal obligations and, among these, the obligations set forth in Article 2214 of the Italian civil code. Any further storage of Data or part of the Data may be arranged to assert or defend your rights in any seat and, in particular, judicial seats. Pursuant to Articles 15 and following of EU Regulation 679/2016 the Purchaser can contact the Data Controller by writing to Base Protection Srl, with registered office in Via Unione Europea 61, 76121 – Barletta (BT), or by writing to the e-mail address: privacy@baseprotection.com for more information or specific requests (cancellation, blocking, updating, rectification, integration of data or opposition to processing). Although not expressly provided for here, reference is made to the aforementioned information statement that the Purchaser declares to have received, read, and understood.