1.1 PULKRA: PULKRA SRL, with registered office in Silea (Treviso) and VAT number IT ;
Contract: each Contract or legal relationship between PULKRA and the Purchaser in relation to the purchase of PULKRA products;
Purchaser: each natural or legal person who intends to enter into, enters into or has entered into a Contract with PULKRA and every other natural or legal person to whom PULKRA supplies or has supplied products;
CGV: these general terms and conditions of sale of PULKRA.
1.2 Unless otherwise agreed in writing, these CGV are applied to all offers and to all estimates from PULKRA, and to each Contract or legal relationship between PULKRA and the Purchaser.
1.3 Any exceptions or changes to these CGV are only effective if expressly agreed in writing by PULKRA.
1.4 Application of the general terms and conditions used by the Purchaser or any other general term and condition of sale other than these CGV is specifically excluded. 1.5 The version in Italian of these CGV constitutes the definitive and final version and prevails over any translation of them.
1.6 In the case of discrepancy, the version of the Contract entered into and signed between the Purchaser and PULKRA prevails over these CGV.
1.7 The fundamental and essential obligations of the Purchaser in each Contract are: (a) payment within the deadline of the price agreed for the products delivered; (b) prompt collection of the products, according to the indications of PULKRA; (c) check and meticulously examine the products delivered and also all the related documents (hereinafter, the “Obligations”). These Obligations, in addition to the exclusion of warranty, according to the provisions of Art. 1491 of the Italian Civil Code, have been taken into consideration by the parties to establish the sale prices of the PULKRA products.

2.1 Each offer, estimate or price proposed by PULKRA is not binding it and shall be interpreted as an invitation to the Purchaser to submit a purchase order: the Contract is intended as entered into when the Purchaser receives written acceptance of the initial proposal (as formulated) from PULKRA, according to what is established by Art. 1326 of the Italian Civil Code.
If the acceptance of PULKRA does not correspond with the Purchaser’s offer, said acceptance constitutes a new non-binding offer for PULKRA.
The samples exhibited or supplied serve exclusively as a simple basis for comparison, without the products delivered having to comply with them (application of Art. 1522 of the Italian Civil Code is, in fact, expressly excluded). Marginal differences, including the measurements, weight, number and colour, are not defects of the article. The reference to normal business practice will establish whether or not the differences are to be considered as marginal.
2.2 PULKRA has the right to ask the Purchaser to provide suitable security on the fulfilment or all or part of their Obligations, both before fulfilling their obligations and, as envisaged by Art. 1461 of the Italian Civil Code, when the financial conditions of the Purchaser – at the simple discretion of PULKRA – are considered to have deteriorated or to be such as to endanger fulfilment of the Purchaser’s obligations and duties. The security shall be provided in the methods requested by PULKRA. If the Purchaser does not provide the security in the methods requested by PULKRA, all the sums that the Purchaser must pay to PULKRA shall be immediately due and entirely collectable (even before any fulfilment).

Article 3 – DELIVERIES
3.1 Unless otherwise agreed in writing, delivery of the products shall be “ex works” at the locations indicated by PULKRA each time (Incoterms “EXW”). Delivery may be through collection by the customer or through shipment by delivery service agreed by the parties.
3.2 Delivery shall be in accordance with the most recent version of the Incoterms. In the case of contrast between these CGV and the Incoterms, the latter prevail.
3.3 The Purchaser is entirely responsible for payment of all taxes applicable on sales and on use, VAT, export and/or import taxes and duties and all taxes or levies on the transactions relating to each article purchased. The Purchaser will pay to the Seller the taxes that the Seller is required to collect, but failure to collect by the Seller will not exempt the Purchaser from this obligation. The Purchaser shall determine, pay, collect, remit and report to the competent revenue authority the correct amount of all the export and/or import taxes and duties due on exportation of the Article from its country of origin and importation into the United States or into any other country. If an exemption is applied, the Purchaser is exclusively responsible for establishing and/or documenting any applicable tax exemption.
3.4 The risk connected with the products passes to the Purchaser at the moment of delivery: the moment of delivery coincides with the moment when PULKRA informs the Purchaser that the products ordered are ready for collection, even if the Purchaser no longer intends to accept delivery.
3.5 The delivery time indicated or agreed does not constitute a binding and essential deadline for PULKRA, but is purely “indicative”. PULKRA being late in making the delivery or delivering after the agreed delivery time is not a breach of contract and PULKRA shall not be considered as in breach of contract or liable to the Purchaser. In the case of lateness of PULKRA, the Purchaser is not entitled to terminate the Contract or to take action to obtain compensation of the prejudice suffered.
3.6 If the delivery period has not been expressly agreed, a reasonable delivery time is applied.
3.7 PULKRA is entitled to deliver the products in lots and to issue invoices for services that have been partially performed.
3.8 If the Purchaser does not accept delivery, or does not collect the products promptly in the case of delivery “ex works” (within seven days of delivery or in the method established by PULKRA), the Purchaser shall be considered as in breach of contract, without the need for notice of default, and PULKRA shall be entitled to issue the invoice for the price of the products to be delivered. Without prejudice to other legal remedies, PULKRA also has the right to store the products, at the Purchaser’s risk and expense, with all the related costs (including, but not limited to, the costs of return, logistics and storage, increases in duty, taxes, premiums and similar) to be paid exclusively by the Purchaser.
3.9 If one of the circumstances envisaged by article 3.8 occurs and, despite the reasonable period of time granted by PULKRA, the Purchaser continues not to collect the products or does not do so in the agreed manner (in any case within the 90th – ninetieth – day from the initial delivery date), PULKRA will be released from all its obligations, with the right to sell the products to third parties, charging the Purchaser all the related costs (both those deriving from the delay and those connected with the sale to third parties, including, but not limited to, the costs of return, logistics and storage, increases in duty, taxes, premiums, charges and loss of value that the products have suffered immediately after delivery, at the discretion of PULKRA).
3.10 In the case of sale at auction of the products, as indicated in article 3.9, for all NON STANDARD products, such as coloured products or products formulated specifically for the customer, PULKRA also has the right, in accordance with Art. 1515 of the Italian Civil Code, by way of lump-sum compensation of the damage and without prejudice to the right to compensation of higher damages, as alternatives, to (a) the difference between the price agreed with the Purchaser and the net revenues on sale at auction, or (b) compensation of the value of any products remaining after the enforced sale.
3.11 The circumstances envisaged by articles 3.8, 3.9 and 3.10 do not require prior notice of default of the Purchaser and do not prejudice any other right/remedy provided by law to PULKRA.

Article 4 – PRICES
4.1 All prices are “ex works” and are established considering the Obligations of the Purchaser. All the prices are excluding VAT, transport or shipping costs of the products and every other cost incurred in relation to delivery, government levies or any taxes due, unless otherwise indicated on the basis of the country of destination.

Article 5 – PACKAGING
5.1 The packaging necessary to protect the product during transport is included in the price indicated in the offer and is supplied by PULKRA. Should the Purchaser, due to particular requirements, need different packaging to the packaging on the price list, PULKRA will propose different packaging for which any higher costs will be indicated in a separate offer.

6.1 The Purchaser may not return the products delivered without the prior written consent of PULKRA: if the products are returned without the prior written consent of PULKRA, they will be transported, shipped and stored at the expense and risk of the Purchaser.

6.2 The risk relating to the returned products will remain with the Purchaser up until the express written acceptance of PULKRA, acceptance that may be conditional.
6.3 As an essential part of each Contract, and also a fundamental principle of these CGV, the Purchaser acknowledges and expressly accepts the obligation of checking compliance of all the products during their delivery, indicating each and any obvious difference, including, but not limited to, differences in quantity, quality, documentation or labelling, indicating said finding on the delivery/transport document, which must be countersigned by the carrier. In the absence of such written claim, the products shall be considered as definitively accepted and free of discrepancies and the Purchaser may no longer object to any subsequent discrepancy of the products delivered, if it could have been discovered with due diligence during delivery.
6.4 The Purchaser also acknowledges that they are subject to a further essential contractual obligation – to be fulfilled as soon as possible and, in any case, no later than 14 (fourteen) days from delivery – namely the obligation to check that:
a) the products (including the samples and models) comply with the specifications as provided by PULKRA;
b) the products and associated technical supports, as supplied by PULKRA, do not have concealed nonconformities.
The Obligation of the Purchaser to inspect, test and assess the products delivered, as contained in this article, also consists of an analysis on the specific application of the products and shall include tests serving to establish conformity of the product from both a regulatory and technical standpoint and in terms of health, safety and environment.
A Purchaser who breaches these obligations is not entitled to claim any subsequent discrepancy or defect, even concealed, of the products delivered.
6.5 Each claim shall be sent by the Purchaser to PULKRA in writing, via certified e-mail (P.E.C.) within 14 (fourteen) days of delivery, indicating the reasons of the claimed discrepancy and attaching proof that the Purchaser has satisfied its Obligations as indicated in article 6.4 above. Failing this, the products delivered by PULKRA shall be considered as definitively accepted, in accordance with the provisions of Art. 1665 of the Italian Civil Code.
6.6 Submitting a claim does not release the Purchaser from its obligations, including the obligation of payment of the price under the agreed terms.
6.7 The Parties confirm and acknowledge that the price of the products delivered has been established also considering the Obligations of the Purchaser, and also the provisions contained in this article 6.

Article 7 – WARRANTY
7.1 With the exception of the limitations envisaged in these CGV, PULKRA warrants that the products delivered comply, at the moment of being collected by the customer, with the specifications as expressly provided by PULKRA in relation to each product sold.
PULKRA does not warrant, either expressly or implicitly, the marketability or suitability of the products to a specific purpose.
7.2 In the event that a claim with respect to these CGV is promptly sent, and PULKRA considers it to be reasonably justified, PULKRA may freely choose between the following remedies for the Purchaser:
(a) deliver the missing products or redeliver products that have been categorised as defective, at no cost to the Purchaser;
(b) or apply a discount on the price.
With application of one of the aforesaid remedies, PULKRA shall be considered as having satisfied its obligations (including the warranty obligation) and shall not be required to pay any further sum for any reason (including compensation of any damages).
The products that have been replaced become the property of PULKRA and must be returned, in accordance with what is envisaged by article 6 of these CGV. The solution described in this article is also applied in the case in which a decision (made by the court with jurisdiction) ascertains the breach of any warranty, since the only remedy claimable by the Purchaser is that of simply requesting fulfilment of the Contract, and any other remedy or claim for compensation shall be considered as expressly excluded.
7.3 The Purchaser expressly acknowledges and accepts, in any case, that the warranty provided by PULKRA on the products delivered and supplied by third parties cannot exceed or extend beyond the warranty provided to PULKRA by the third-party supplier of such products.
PULKRA does not warrant, either expressly or implicitly, that the products (purchased from third-party suppliers) do not breach the intellectual or industrial property rights of others.
7.4 The Parties confirm and acknowledge that the price of the products delivered has been established considering these conditions and also the warranty limitations indicated here above.

8.1 PULKRA shall not be held liable, in any way, for damages suffered by the Purchaser, even if the damages are caused by the non-fulfilment by PULKRA of the obligations contained in the Contract or in these CGV or are the consequence of an action or omission of PULKRA or of another party acting in accordance with the instructions of PULKRA, unless the Purchaser demonstrates that the damage is a consequence of wilful misconduct or seriously wilful misconduct attributable exclusively to PULKRA.
In any case, the obligation of PULKRA is limited to the value of the defective products delivered and consists of their replacement or the application of a price discount for the Purchaser.
With adoption of one of the aforesaid remedies, PULKRA shall be considered as having entirely satisfied its obligation and shall not be required to pay any further sum (even by way of compensation).
8.2 PULKRA is not liable for any damage (including actual loss, lost earnings or moral damages) indirectly suffered by the Purchaser or by a third party as a consequence of breach of the Contract by PULKRA or by one of its partners.
8.3 PULKRA is not liable for damages, of any nature and in any form, that could emerge after the use, treatment, transformation or sale of the products delivered by the Purchaser.
8.4 The Purchaser shall hold harmless and compensate PULKRA for any prejudice suffered as a result of claims filed by third parties, for any reason or cause in relation to the products delivered, except and to the extent that the Purchaser demonstrates that the claim relates to an area of exclusive liability of PULKRA.

9.1 The Purchaser shall comply with all applicable laws, including, but not limited to, anti-corruption laws and conventions, such as Italian Legislative Decree no. 231/2001, and also laws on control of exports and on customs, such as (a) regulations on countries subject to embargo, (b) restrictions on sale of products to customers subject to restrictions or vetoes.
The Purchaser may not use, sell, ship or transfer in another way, directly or indirectly, the products purchased from PULKRA to or from any country, entity or individual breaching national or international regulations.

10.1 Should an event of force majeure prevent PULKRA from fulfilling the Contract, or should the supply become excessively onerous, PULKRA has the right to suspend the Contract, in full or in part, for as long as the situation of force majeure continues, or to terminate the Contract, in full or in part, without the intervention of the judicial authorities being necessary and without PULKRA being obligated to pay a sum by way of compensation.
10.2 The term “Force Majeure” shall be interpreted as every circumstance, both foreseeable or unforeseeable, that permanently or temporarily prevents PULKRA from fulfilling the Contract.

Such circumstances include the inability to pay for any reason, strikes, excessive sick leave of personnel, production disruption, transport problems, fire and other disruptions of activity, importation, exportation and transport vetoes, late or incorrect delivery by PULKRA suppliers and also any other events beyond the control of PULKRA, such as floods, storms, natural or nuclear catastrophes, war or threat of war, terrorist attacks, but also changes in legislation or in government measures.

10.3 Should PULKRA suspend performance of the Contract in accordance with the provisions of this article 10, the Purchaser, on request of PULKRA, shall extend the duration of each letter of credit required by the Contract or of any other security provided in compliance with these CGV, up until the new delivery date.

Article 11 – PAYMENT
11.1 Unless otherwise agreed in writing, the payment shall be made by the Purchaser to PULKRA using the methods envisaged in the order confirmation or in prior agreements, in the currency specified therein, without any discount or right to offset.
11.2 Should payment of the full sum not be made within the aforesaid deadline, the Purchaser is considered as in breach of its obligation and shall be required to pay interest to PULKRA, at the rate indicated in Italian Legislative Decree no. 231/2002, together with any further legal or extra-judicial expense (including legal expenses) that are the consequence of the Purchaser’s breach of its obligations under the Contract.
11.3 All payments received by PULKRA are allocated, in the first place, to legal expenses, then to the expenses of extrajudicial collection and to the interest accrued, and subsequently to the principal sums still to be paid, starting from the oldest debt, regardless of any instructions to the contrary of the Purchaser.
11.4 The Purchaser is not permitted to offset the amounts payable to PULKRA against any claim they may have against it.

12.1 With the exception of the provisions of article 10, and without prejudice to the right to compensation of damages, PULKRA may suspend fulfilment of its obligations under the Contract, in full or in part, through written notice, without the obligation of compensation or indemnification, in the case in which (there is a reasonable expectation that):
– the Purchaser materially fails to satisfy one of its obligations under the Contract, such as the obligation of payment within the deadline and in full;
– the Purchaser is subject to seizure;
– the Purchaser is granted a moratorium;
– an application for bankruptcy of the Purchaser is filed, or the Purchaser is declared bankrupt;
– the Purchaser reaches a payment agreement with one or more of its creditors;
– the Purchaser dies, is subject to debarment or guardianship;
– the Purchaser’s business is sold to third parties or wound up.
12.2 Should PULKRA suspend fulfilment of the obligations under the Contract, in accordance with article 12.1, the Purchaser, on request of PULKRA, shall extend the duration of each letter of credit required by the Contract or of any other security provided in compliance with these CGV, up until the new delivery date. 12.3 If the Purchaser fails to fulfil its obligations, particularly the obligation on payment of the price, within the agreed deadline, PULKRA is entitled to terminate the Contract, in full or in part, without the need for a measure of the court with jurisdiction, in accordance with the provisions of Art. 1456 of the Italian Civil Code, and to claim, as its property, all the products delivered and for which full payment has not been made, minus the sums paid in the meantime, without prejudice to its right to compensation of damages.
12.4 According to the provisions of Art. 1186 of the Italian Civil Code, if one of the situations envisaged in article 12 occurs, PULKRA may demand immediate and full payment of all the sums still due from the Purchaser, without the need for prior notice of default.
12.5 The Purchaser may not suspend fulfilment of its obligations according to or under the Contract or these CGV, for any reason.

13.1 The entry into any Contract shall not result in transfer to the Purchaser of any intellectual or industrial property right of PULKRA or of its suppliers.

14.1 If any provision of the Contract or of these CGV is or becomes invalid, non-binding or inapplicable, in full or in part, pursuant to Art. 1419 of the Italian Civil Code:
a) the invalid provision shall be considered as extraneous to the Contract or the CGV, without any effect on the remaining part, the legality, validity, efficacy and applicability of which shall not be influenced in any way;
b) a legitimate, valid, binding and applicable substitute clause that is as similar as possible in terms of scope and content shall be applied between PULKRA and the Purchaser.

15.1 Italian substantive law (the so-called material law), excluding regulations on conflict of laws, governs all Contracts and these CGV, including this article 15, and also every extra-contractual obligation deriving from or connected with the Contract or these CGV. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
15.2 The Italian courts have sole jurisdiction and the Court of Treviso shall have sole jurisdiction to settle any disputes that may arise or are connected to any Contract or to these CGV.

Susegana, 18/09/2023