1. Sale Agreement and General Sale Conditions

1.1 Sale Agreement and General Sale Conditions.
The supply of pipes (“Products”) by GRILLO Steel S.r.l. (“GRILLO”) shall be governed by these General Sale Conditions.
These General Sale Conditions are an integral and essential part of the sale agreement of the Products (“Agreement”) that will be executed between GRILLO and the Client (“Parties”).

1.2 Client’s general conditions and special conditions.
In no event shall any general conditions of any nature inserted and/or specified in the Client’s forms and/or in other documents sent to GRILLO by the Client, and/or of which GRILLO has been made aware in any manner whatsoever, apply to this Agreement and/or to any other supply of Products. Specific terms and/or conditions of supply shall apply to the Agreement only if reported in GRILLO’s order confirmation.
The present General Sale Conditions published on GRILLO’s website shall be deemed in any case known by the Client, once received by mail, e-mail or hand-delivered.

1.3 Formation of the Contract.
Before forwarding any order, the Client shall inform GRILLO in writing if the Products are meant to be used for military purposes, for armed or police forces or if they will be included in other products with such purposes.
The Agreement shall be deemed formed with receipt by the Client of GRILLO’s order confirmation.

1.4 Variation of Products.
Upon notice to the Client, GRILLO shall be entitled to vary the Products with respect to the contents of the relevant offer and/or order confirmation to the extent that such variations (i) are due to production or technical reasons, (ii) are mandatory according to the applicable law and (iii) do not reduce and/or alter the performance and/or quality of the Products agreed upon with the Client.

2. Place and terms of delivery

2.1 Incoterms and transfer of risk.
Products will be delivered according to the Incoterms® 2020, indicated in GRILLO’s order confirmation. GRILLO shall not be responsible for any damage, loss or theft which may occur to the Products after delivery according to the Incoterms® specified in the order confirmation.

2.2 Non-essential delivery terms.
The terms of delivery of the Products agreed by the Parties shall not be deemed as of essence.

2.3 Delays of delivery.
In case of delays in the delivery of the Products caused by a fortuitous event, force majeure or other causes not depending on GRILLO’s willful misconduct and/or gross negligence, the Client shall not be entitled to claim any compensation for damages, nor to ask for the termination of the Agreement and/or price reduction.

2.4 Delay in the collection of the Products by the Client.
In case of a delay in the collection of the Products by the Client exceeding 10 (ten) days from the agreed date, the Client shall bear all the expenses concerning the occupation of the warehouse, granting to GRILLO a consideration to be calculated according to a fee to be negotiated from time to time, with a minimum of € 200,00 (two-hundred) per day of delay.
In any case, the risk of damage, deterioration and/or theft of the Products shall be borne by the Client from the initially agreed delivery date.

3. Price and Payment terms

3.1 Price
The price of the Products is specified in GRILLO’s order confirmation.

3.2 Terms of Payment.
The price of the Products shall be paid by the Client as per the terms and ways of payment specified in GRILLO’s order confirmation, or otherwise agreed in writing by the Parties.
Any late collection or non-collection of the Products by the Client shall not cause an extension and/or postponement of the terms of payment.
In case of late payments, the Client shall pay interests on the unpaid amount at the rate provided by the applicable law as per clause 11 below.

3.3 Consequence in case of risk of non-payment or of late payment.
GRILLO shall be entitled to suspend the delivery of the Products: (a) should the Client’s assets and/or financial standings endanger the relevant payment; (b) should the Client fail to timely pay Products previously supplied by GRILLO, also on the basis of other contractual relationships, until full payment of the outstanding credit and/or until receipt of proper guarantees for any delivery in progress, without prejudice to GRILLO’s right to claim for any damages suffered as a consequence thereof.

3.4 Prohibition to suspend payments.
In no event shall any defect of the Products, even when expressly acknowledged as such by GRILLO, and/or any delay of delivery as to the agreed terms, give the Client the right to suspend the relevant payments and/or any other payment for whatever reason due to GRILLO also under other contractual relationships.

4. Retention of title

4.1 Ownership of the Products.
GRILLO shall be the sole owner of the Products until the date of their full payment.

4.2 Acquiring of payments.
Should the Agreement be terminated due to the Client’s breach of contract, the installments already paid by the Client shall be kept by GRILLO as an indemnity, within the limits set forth by the law, without prejudice to GRILLO’s right to claim for further damages.

5. Warranty

5.1 Warranty duration.
GRILLO guarantees that the Products comply with the quality standards set forth by the Italian law and the applicable EU Regulations and will be free from defect in material and workmanship for 1 (one) year as of the delivery date (“Warranty Period”).
No additional warranty – and in particular no warranty for fitness for a purpose or merchantability of the Products – is granted, unless otherwise expressly specified in GRILLO’s order confirmation.
In case of defected Products and complaints raised by the Client which are accepted and acknowledged by GRILLO within the Warranty Period, the latter shall replace o repair the defective Products. Subject to the loss of warranty, the Client shall notify GRILLO in writing, by email followed by a phone call, about any defects of the Products within 10 (ten) days from the date on which the Products were actually handed over to the Client, in case of visible defects, or within 10 (ten) days from the discovery of any hidden defect. According to article 1495 of the Italian civil code, any judicial action against the seller shall be taken within one year from the delivery of the Products.
It is understood that the warranty obligations herewith undertaken shall be effective and binding only provided that GRILLO has the opportunity to verify the defects raised by the Client.
GRILLO’s warranty obligation shall be deemed as fully fulfilled with the replacement or the repair of the defective Product, without any further obligations.

5.2 Warranty exclusion.
The warranty is expressly excluded for
defects of the Products arising from or consisting in:
a) alteration and/or modification of the Products not authorized in writing by GRILLO;
b) use, deposit and/or maintenance of the Products in improper ways;
c) normal wear and tear of the Products and/or materials;
d) water or any other liquid infiltration, chemicals, radioactive sources, annealing, heat treatment and rotation of the tube, welding and turning;
e) any other cause not due to GRILLO’s negligence.

5.3 GRILLO’s liability.
Without prejudice to the compulsory product’s liability law and any liability for willful misconduct and/or gross negligence, GRILLO shall not be liable for direct, indirect or incidental damages caused to the Client and/or to third parties as a consequence of the defects of the Products.

5.4 Limitation of liability.
In no case shall the aggregate GRILLO’s liability for damages arising out of defects of the Products delivered pursuant to an Agreement, exceed their aggregate price.

5.5. Warning.
When re-selling the Products or when providing services related to the Products, the Client shall always (i) verify, according to the destination country of the receiver, the transaction compliance with the trade control measures and with the restrictive measures set forth by the EU, the USA and the UK, if any (ii) not sell, provide, transfer or export, either directly or indirectly, the Products nor provide services related to the Products to a destination country where such activities are forbidden by the restrictive measures set forth by the EU, the USA and the UK, (iii) not to directly or indirectly take part in activities that bypass the above mentioned restrictions, (iv) obtain from the competent authorities any requested authorization.

6. Industrial and intellectual property rights

6.1 GRILLO’s exclusive property.
The Client hereby acknowledges that the trademarks of the Products as well as any and all patterns, specifications, samples, designs, technical information and/or data related to the Products are and shall remain the exclusive property of GRILLO.

6.2 Prohibition of modifications.
The Client shall not make any modifications to the Products, nor remove, modify or in any way tamper with the trademarks, logos, or any plate, trade name, information or number affixed or printed thereon.

6.3 Confidentiality.
The Client shall not disclose the confidential information related to the Products, GRILLO and its commercial and industrial organization.

7. No Assignment

The Client shall not assign to a third party any right and/or credit deriving from or connected to an Agreement without GRILLO’s prior written authorization.

8. No waiver

Failure by GRILLO to enforce any of the provisions contained in these General Conditions of Sale shall not be construed as a waiver of such provision or of the right to thereafter enforce each and every provision herein.

9. Communication and language of General Sale Conditions

9.1 Written Form of communication.
All correspondence, communications and documents between the Parties shall be exchanged in writing (by e-mail, courier or registered mail) and shall be sent to the address specified by the other Party.

9.2 General Sale Conditions written in Italian prevails.
The present General Sale Conditions, written in Italian and English, may be translated into other languages. In case of discrepancies between the different versions, the Italian one will prevail.

10. Jurisdiction

All disputes arising out of or relating to these General Conditions of Sale, any Agreement and/or to the supply of Products shall be exclusively submitted to and settled by the Court of Vicenza, Italy.
GRILLO shall in any case be entitled, at its exclusive discretion, to institute legal proceedings against the Client before the Court of the place where the Client has its registered office.

11. Governing Law

These General Sale Conditions and the relative Contract shall be governed by and construed in accordance with the Italian law; should the Client be an entity not registered under the Italian law, the Agreements related to the supply of the Products shall in any case be regulated by the U. N. Convention on the international Sale of Goods (Wien, April 11, 1980).