GENERAL CONDITIONS OF PURCHASE

ART. 1 - INTRODUCTION This document contains the list of the General Conditions governing all Purchase Orders issued by SULTAN as Purchaser towards the Supplier, concerning Products, Materials and / or Services and bind the parties within the limits of their applicability to the object of the Supply (only Product, only Material, only Services or Products, Material and Services together) and of the specific type of Product, Material and / or Service offered.
SULTAN purchase orders are governed by the General Conditions indicated below, except as expressly provided for by particular conditions, indicated in the Order, which prevail, in case of conflict, over these General Conditions. Any derogation or addition to these General Conditions will be valid only if accepted in writing by SULTAN.
The General Conditions are an integral part of the purchase order and are understood to be fully accepted by the Supplier.

ART. 2 - DEFINITIONS - In the purchase order the following terms mean the following:
GENERAL PURCHASE CONDITIONS OR CONDITIONS: means these Conditions.
PURCHASE ORDER: is the whole of the Order, the General Purchase Conditions and all the documents listed therein which form an integral part of it; any subsequent Order Variations are also part of the Purchase Order.
ORDER: defines the obligations and rights between Buyer and Supplier for the supply of Products, Materials and Services
ORDER CHANGE: it is a written addition to the Order, issued by the Buyer and accepted by the Supplier with the same procedure as the Order made to introduce additions, reductions and changes to the content of the same.
BUYER: is identified in SULTAN, which issues the Order to the Supplier for the supply of the Products, Materials and Services described below.
SUPPLIER: is the Company that receives the Order from the Buyer for the supply of the Products, Materials and Services described in the Purchase Order.
OPERATIVE OFFICE of the Buyer: Mariano del Friuli, via Pompanin n. 3, corresponds to the registered office
MATERIALS, PRODUCTS AND SERVICES / SUPPLY: MATERIALS (Materials in general), PRODUCTS (semi-finished and / or finished products), SERVICES (Services and ancillary services) requested from the Supplier and described in the Purchase Order, which must be provided by the Supplier in the face of the Order.
FINAL CUSTOMER: is the Buyer's customer.

ART. 3 - THE ACCEPTANCE OF THE ORDER - The acceptance of the Order by the Supplier must reach the Purchaser at the email address info@sultansrl.it or at the address from which the order was received within 2 (two) days from the date of receipt of the same, by returning the appropriate copy including any attachments that make it up, duly signed at the bottom. After this deadline has elapsed, the Order issued in accordance with the Supplier's offer will be considered accepted. The acceptance of the Order implies by the Supplier the total renunciation of its own conditions of sale, even if attached to its offer or to the acceptance of the Order.

ART. 4 - CHANGES TO THE SUPPLY AND ORDER CHANGES During the execution of the supply, the Buyer may change the quality, quantity, characteristics and / or shape of the Products, Materials and Services; all the changes requested will result in the issuance of a new purchase order which must be accepted by the Supplier as per art. 3.

ART. 5 - MATERIAL IN PROCESSING ACCOUNT In the event that, for the completion of the Supply, the material is supplied directly by the Purchaser or on his behalf, the Supplier is obliged to verify, at his own expense, that it complies with the qualitative provisions indicated to him by the Purchaser and must communicate to the latter also in writing any discrepancies within 3 (three) days of delivery.

ART. 6 - DELIVERY TERMS - The delivery terms indicated in the Order are essential, mandatory and binding for the Supplier. Unless otherwise stated in the Order, the delivery of the Materials / Products must be carried out at the Buyer's operational headquarters or in another place expressly indicated in the Order. The delivery of the Supply will be confirmed by the date of receipt affixed to the transport document. Advances of scheduled deliveries or services are excluded, if not authorized in writing, as well as partial deliveries and / or services not agreed upon.

ART. 7 - PENALTIES - In case of failure to comply with the established terms, to be considered mandatory, for the delivery of the Materials, Products or for the Performance of services or part of them, whatever the cause - except for proven cases of force majeure that the supplier must promptly report in writing to the email address info@sultansrl.it - a penalty equal to 0.5% of the value of the Purchase Order will be applied to the Supplier for each day of delay, up to a maximum of 5 (five)% of the Purchase Order value.

ART. 8 - DELAY MORE THAN 30 DAYS - In cases of delays exceeding 30 (thirty) days, with respect to the day identified for delivery, not attributable to cases of force majeure referred to in point 9, the Purchaser will have the right to resolve all or part of the Order, by giving simple written communication by email to the address provided by the Supplier, pursuant to art. 1456 of the Civil Code, without prejudice to compensation for all damages suffered. In this case, nothing will be due to the Supplier, except for the payment of the Materials, Products and / or Services accepted and held or used by the Buyer. The Purchaser will have the right to compensate any sum due to the Supplier for any reason also for supplies other than those referred to in the Order with the sums accrued as a penalty in the execution of the Order.

ART. 9- FORCE MAJEURE Delivery terms may be extended in the event of force majeure events (eg earthquakes, fires, floods) which make it impossible to proceed with the execution of the Purchase Order. The Supplier must immediately inform the Buyer of the cause of force majeure. If this event results in a delay in deliveries exceeding 60 (sixty) days, the Purchaser will have the right to terminate the Purchase Order at any time by sending a registered letter with return receipt or by sending a certified e-mail to the Supplier.

ART. 10 - PRICES - Unless otherwise expressly indicated, all prices shown in the Order are intended to be fixed and invariable.

Art.11 - INSPECTIONS - CHECKS ON THE SUPPLY - The Buyer has the right to check the correct and exact execution of the Supply at any time, both during processing and after the preparation of the goods. To this end, the inspectors appointed by the Purchaser and / or the Final Customer will have the right to access, upon prior notice by e-mail to the address provided by the Supplier, during working hours in the Supplier's plants. If the Purchaser finds that the execution of the Supply does not proceed according to the conditions established in the Purchase Order, the Purchaser may set a term of not less than 5 (five) calendar days within which the Supplier is required to comply under the aforementioned conditions. Once the established term has elapsed in vain, the Purchaser has the right to intervene directly or through third parties, charging the relative charges to the Supplier, or, at his choice, to resolve in whole or in part
the Purchase Order and provide for its completion with adequate means and forms, without prejudice, in any case, to the Buyer's right to compensation for the damage suffered. In this case, the Purchaser's right to suspend payments pursuant to art. 1460 of the Civil Code. Inspections or controls and
any provisional acceptances do not release the Supplier from its contractual obligations and responsibilities.

ART. 12 - ACCEPTANCE OF GOODS - The simple delivery of the ordered goods does not imply acceptance of the Supply. The express or tacit acceptance of the Buyer must be understood only for products free from defects and / or imperfections. After 5 (five) days from the supply without any observation raised by the Buyer, the goods are considered to comply with the order. In case of defects and / or discrepancies of the Materials or Products with respect to the quality standards, and possibly to the technical drawings, provided by the Purchaser, the Supplier must promptly intervene, following a simple request from the first, to eliminate the defects or make the Materials or Products to the Buyer's technical specifications. The discrepancy of the Materials or Products with respect to the quality standards indicated in the Order and / or the failure to promptly intervene by the Supplier to eliminate the defects and / or the aforementioned discrepancies, will constitute a serious breach and therefore cause for resolution of the purchase order and compensation for all damages.

ART. 13 - WARRANTY - The Supplier guarantees that its Supply is in conformity with what is indicated in the Order, suitable for the specific use requested and free from flaws and defects. This guarantee, unless otherwise provided by the purchase order, extends for two years from the delivery date of the Supply. In the event that during the warranty period, defects and / or operating defects are found, the Buyer immediately communicates by PEC / registered letter with return receipt, the Supplier will be held within 10 (ten) days from the notification of the repair. or replacement of the same at the Buyer's choice. Once the established term has elapsed in vain, the Purchaser has the right to intervene directly or through third parties, charging the relative charges to the Supplier, or, at his choice, to terminate the Purchase Order in whole or in part and complete it with means and in the appropriate forms, except in any case, the right of the Purchaser to compensation for the damage suffered. Goods repaired or delivered in replacement will be guaranteed for the same period and under the same conditions as the original goods.

ART. 14 - RISKS AND TRANSFER OF OWNERSHIP - The risks of transport and shipment of the goods are entirely borne by the Supplier, unless otherwise expressly indicated otherwise. All risks of deterioration / damage to the goods and their ownership are transferred to the Buyer only upon delivery of the goods or upon delivery of the final recipient indicated in the Order.

ART. 15 - PACKAGING - The packaging of the goods covered by the Order must be suitable for the purpose, also in relation to the destination and means of transport of the goods themselves. Unless otherwise provided in the Order, all costs relating to packaging are the sole responsibility of the Supplier.

ART. 16 - CONFIDENTIALITY - The Supplier undertakes not to communicate to third parties before, during or after the execution of the Supply, news and / or data of a technical and / or commercial nature concerning the Order.

ART. 17 - INTELLECTUAL AND INDUSTRIAL PROPERTY - The drawings, specifications and any technical documents that will be made available by the Buyer will remain the exclusive property of the latter and may be used exclusively for the execution of the Order. The Supplier will be responsible for their diligent conservation and must return them in good condition, if delivered in paper form, at the end of the Supply.

ART. 18 - SHIPPING - - Shipments must be made according to the following indications: - each batch of material must be accompanied by a transport document; for deliveries by forwarder, a copy of the transport document will be included in the packaging; the Order must detail the code, quality, quantity, weight of the goods, brands and packaging number, specifying for each material whether the quantity delivered is a balance or a down payment. Where required, the supply of metal products must be accompanied by the relevant certificates as required by the UNI EN 10204 standard; For all other supply and subcontracting orders, certificates relating to the reference regulations of the sector are required;

ART. 19- INVOICING Invoices must be issued in accordance with current tax legislation. Invoicing must follow every single purchase order.

ART. 20 - PAYMENTS - Payments will be defined in the Order.

ART. 21 - PROHIBITION TO TRANSFER THE PURCHASE ORDER AND CREDIT - The Supplier is not entitled to transfer the Purchase Order to third parties, even partially, unless formally authorized in writing by the Buyer. Pursuant to art. 1260 last paragraph of the Civil Code, the credits deriving to the Supplier from the execution of the Order cannot be transferred without the prior written consent of the Purchaser.

ART. 22 - WARRANTY CLAUSE The Supplier undertakes to indemnify the Purchaser from any request for compensation from the end customer as a result of the defect, non-conformity, non-reliability of its Supply, also undertaking to compensate the Purchaser for any damage suffered. .
ART. 23 - WITHDRAWAL - The Purchaser reserves the right, pursuant to and for the purposes of Article 1373 of the Civil Code, to withdraw from the Purchase Order at any time by registered letter with return receipt or by means of a certified e-mail communication, with a notice of at least 30 (thirty) days. In this case, the Purchaser will pay the Supplier, for the delivery of the Supply or of that part made up to the date of withdrawal, an amount equal to the value of the service performed.

ART. 24 - TOLERANCE - Any tolerance on the part of the Purchaser in relation to the non-fulfillment of any obligation arising from the Order, as well as the failure to exercise a right or grant a more favorable treatment even prolonged over time, will not be able to be interpreted as conclusive behavior or in any case give rise to any right not expressly provided for in the Order.

ART. 25 - APPLICABLE LAW The Purchase Order will be regulated and interpreted from every point of view by Italian law, substantive and procedural, except for what is expressly provided for in the Order.

ART. 26- JURISDICTION For any controversy the Trieste court will have exclusive jurisdiction

ART. 27 - PERSONAL DATA PROCESSING - PRIVACY The Supplier and the Buyer mutually guarantee compliance with the legislation on the processing of personal data, as governed by the privacy code referred to in Legislative Decree. n. 196 of 30.06.2003 and subsequent amendments and additions, EU Reg. No. 679/2016 cd. GDPR; personal data will be processed as specified in the information published on the website www.sultansrl.it.

SIGNATURE FOR ACCEPTANCE:
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Pursuant to and for the purposes of art. 1341 of the Civil Code, the parties expressly approve and sign the following clauses: 6) delivery terms; 7) penalties; 9) force majeure; 11) inspections - controls; 13) warranty; 16) obligation of confidentiality; 17) intellectual and industrial property; 20) payments; 22) guarantee clause; 23) withdrawal; 25) applicable law; 26) competent court.

SIGNATURE FOR ACCEPTANCE:
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