GENERAL TERMS AND CONDITIONS OF SALE

1. SCOPE OF APPLICATION

These General Terms and Conditions of Sale apply to all supplies of components, contract works, supplies of machinery and partly completed machinery, the provision of services, including supplies of ancillary goods and/or goods under warranty, as well as consulting and after-sales services provided by HTS Srl.
Only these General Terms and Conditions of Supply shall apply and shall be deemed an integral part of the quotation and the Order Confirmation. Deviating conditions are permitted only if agreed in writing between the Parties; accordingly, the applicability of the Customer’s General Terms and Conditions of Purchase is hereby expressly excluded, even if included in and/or referenced by the Customer’s Order.

2. QUOTATION AND ORDER ACCEPTANCE

2.1 Unless otherwise agreed in writing between the Parties, the solution provided by HTS Srl is based solely on the information supplied by the Customer.
2.2 HTS Srl reserves all ownership rights, copyright and intellectual property rights, including know-how and any application thereof, as these constitute trade secrets pursuant to Directive (EU) 2016/943, over drawings, digital and 3D prints, cost estimates and other documents issued on its own letterhead, including photocopies, fax transmissions and digital copies in any format. Such documents may not be disclosed to third parties without the prior express written authorisation of HTS Srl. The aforementioned documents shall be kept with due care and stored in a secure location. Unless otherwise agreed in writing between the Parties, all documents including models, drawings, drafts, etc. produced or procured for the purpose of executing the Customer’s Order shall remain the property of HTS Srl. HTS Srl assumes no liability whatsoever with respect to any third-party intellectual property rights, industrial property rights and/or patents that may be embodied in the goods and/or solutions and/or services supplied by HTS Srl to the Customer (hereinafter also referred to as “Goods”).
2.3 Unless otherwise agreed in writing between the Parties, the Order shall be deemed accepted by HTS Srl upon receipt by the Customer of the Order Confirmation document, which may be transmitted by HTS Srl by any means it deems appropriate (including, by way of example and without limitation, standard or certified email, registered letter with acknowledgement of receipt, or management information systems).

3. PRICES AND PAYMENT

3.1 The price stated in the Quotation and/or Order Confirmation is exclusive of VAT.
3.2 HTS Srl reserves the right to adjust the price in the event of increases in material and/or labour costs occurring after conclusion of the contract, except where such increases are attributable solely to the fault of HTS Srl. Upon request by the Customer, HTS Srl shall provide objective evidence of such increases.
3.3 Payment of invoices must be made within 30 days of the invoice date or by the due date agreed in writing between the Parties and stated in the Order Confirmation, without any extension whatsoever.
3.4 In the event of failure to meet payment deadlines, statutory interest for late payment as provided under Legislative Decree No. 231 of 2002 shall apply without prior notice of default, together with a fixed-sum recovery charge of EUR 40.00 to cover the administrative costs of debt collection.
3.5 HTS Srl reserves the right to suspend deliveries pursuant to Article 1460 of the Italian Civil Code in the event of missed, incorrect and/or delayed payments by the Customer.

4. DELIVERY TERMS AND DELAYS

4.1 Unless expressly agreed in writing between the Parties, the delivery date stated in the Order Confirmation shall be deemed indicative.
4.2 Compliance with delivery deadlines is contingent upon the Customer’s fulfilment of its cooperation obligations, including, by way of example and without limitation: the timely specification of the Goods to be supplied, the provision of the necessary technical documentation relating thereto and its prior approval, and, where agreed, the payment of advance instalments. In the event of non-fulfilment of even one of the aforementioned obligations, the delivery deadline shall be automatically extended until all such obligations have been duly fulfilled, except where failure to meet the delivery deadline is attributable solely to the fault of HTS Srl.

5. SUPPLY INSPECTION AND VARIATIONS

5.1 The Customer undertakes to inspect the Goods upon receipt and to notify HTS Srl in writing of any visually detectable lack of quality and/or non-conformity within five days of receipt. Generic reservations appended by the Customer at the time of delivery shall be expressly deemed invalid. It is understood that the warranty referred to in Article 9 shall not apply if such Goods are placed into use, except in the case of latent defects. Under no circumstances shall HTS Srl be liable for the performance of products, plants and/or machinery manufactured by the Customer, nor for the delivery schedules of other suppliers (including, by way of example, sub-suppliers), unless otherwise specifically agreed in writing.
5.2 Any technical variation to the Order, within a project requiring engineering by HTS Srl, must be submitted in writing and promptly referred to HTS Srl for assessment. For the purposes of this article, “engineering” means the set of activities relating to the technical design of systems, plants or parts thereof. It is understood that HTS Srl shall in any event refuse to carry out the requested variation whenever it is contrary to applicable laws and safety regulations.

6. FORCE MAJEURE AND IMPEDIMENTS TO PERFORMANCE

Without prejudice to the provisions of Article 1463 of the Italian Civil Code, where HTS Srl is prevented from fulfilling its obligations due to unforeseen circumstances beyond the reasonable control of HTS Srl or third parties, which HTS Srl could not have overcome with ordinary diligence including, by way of example, embargoes, wars, civil unrest, natural disasters, catastrophes, epidemics, pandemics or other national or international public health emergencies, explosions, fires, accidents, other operational failures, acts, decisions or recommendations of national or international public authorities, delays by HTS Srl’s suppliers due to force majeure, or delays and/or difficulties in the supply of operational resources, raw materials or essential semi-finished products, including strikes or lockouts the agreed delivery deadlines shall be automatically extended by a period equal to the duration of the impediment. Should HTS Srl wish to invoke the provisions of this article, it shall promptly notify the Customer in writing of the occurrence of the unforeseen circumstance, specifying its nature and, where already known, its expected duration, and clarifying which contractual obligation is affected and the impact on HTS Srl’s ability to perform said obligation. Under no circumstances shall the occurrence of the circumstances referred to in this article justify failure to meet or delay in meeting payment obligations.

7. ORDER CANCELLATION AND/OR AMENDMENT

Every Order shall be deemed an irrevocable purchase proposal. HTS Srl reserves the right to accept requests for cancellation and/or amendment of the Order received in writing and prior to the commencement of Order execution. In the event of acceptance of the cancellation and/or amendment, which shall be communicated in writing to the Customer, the following charges may nonetheless be applied as a cancellation penalty:

• If the cancellation and/or amendment request is received by HTS Srl within 60 days before the scheduled delivery date, the Customer shall pay 60% of the Order value.
• If the cancellation and/or amendment request is received by HTS Srl between the 61st and 90th day before the scheduled delivery date, the Customer shall pay 50% of the Order value.
• If the cancellation and/or amendment request is received by HTS Srl between the 91st and 120th day before the scheduled delivery date, the Customer shall pay 40% of the Order value.

8. TRANSFER OF OWNERSHIP AND RISK, SHIPMENT

8.1 Unless otherwise agreed in writing, the risk of damage and/or loss of the Goods transfers to the Customer upon delivery of the Goods to the carrier or freight forwarder. At the Customer’s request, HTS Srl may arrange shipment insurance against possible damage, at the Customer’s expense.
8.2 If delivery to the carrier or freight forwarder is delayed for reasons not attributable to HTS Srl, including force majeure events, the risk transfers to the Customer from the date on which HTS Srl notifies the Customer that the Goods are available for collection. In such cases, HTS Srl undertakes, at the Customer’s request and expense, to arrange the insurance coverage requested by the Customer. HTS Srl assumes no liability for collection of Goods that are not packaged in a manner proportionate to the carrier’s handling requirements, nor for any damage caused by a carrier that proceeds to collect the Goods despite its methods not guaranteeing safe delivery; in such cases, liability rests with the carrier.

9. WARRANTY FOR DEFECTS

9.1 HTS Srl warrants that the Goods are free from defects that would render them unfit for their intended use or appreciably diminish their value. Unless otherwise agreed in writing between the Parties, the aforementioned warranty provided by HTS Srl to the Customer shall be valid for 12 months from the date of delivery of the Goods to the Customer.
9.2 In the event of defects reported within the warranty period and technically confirmed following inspection by HTS Srl, the Goods shall, at HTS Srl’s discretion, be repaired or replaced. Such activities may be carried out by HTS Srl itself and/or by parties appointed by HTS Srl. Unless otherwise agreed in writing, repair and/or replacement shall take place at HTS Srl’s premises. Where repair and/or replacement at HTS Srl’s premises is impossible and/or economically unreasonable (for example, where the Goods have been incorporated into other equipment), such repair and/or replacement may, by prior agreement between the Parties, be carried out at the location where the Goods are situated. In such cases, while all costs directly associated with the repair and/or replacement activities (such as labour and materials) shall remain entirely at HTS Srl’s expense, any additional costs, including those arising from travel by HTS Srl personnel and appointed third parties (e.g. transport, accommodation and subsistence), shall be borne exclusively by the Customer. It is understood that the costs required for repair and/or replacement shall not be disproportionate to the value of the Goods to be repaired and/or replaced in relation to the defect identified. Any excess costs shall remain exclusively at the Customer’s expense. In all cases where, following technical inspection, HTS Srl determines that the conditions for warranty recognition are not met, all costs associated with the activities performed, including those related to the return of the Goods, shall be charged in full to the Customer.
9.3 In caso di sostituzione/riparazione in garanzia di componenti facenti parte di un bene maggiormente complesso (sistemi e/o impianti), entrambi forniti da HTS Srl, il periodo di garanzia per il bene complesso resterà quella originaria.
9.4 The Customer forfeits the right to warranty if defects are not reported to HTS Srl within the period specified in Article 5.1. In any event, the warranty claim shall become time-barred one year from delivery of the Goods by HTS Srl to the Customer, regardless of any deferral of use and/or commissioning of the Goods by the Customer. In the case of supply contracts, unless otherwise agreed in writing, the limitation periods set forth in Article 1667, paragraphs 2 and 3 of the Italian Civil Code shall apply.
9.5 By way of example and without limitation, the warranty shall not apply in the following cases: improper or incorrect storage and/or use, in particular excessive stress, tampering with or modification of the Goods, defective assembly, installation or commissioning by the Customer or third parties, use by the Customer of inadequately trained or informed personnel; normal wear and tear; use of unsuitable operating media; use of substitute materials without prior written approval from HTS Srl or use of non-original spare parts; carrying out of repair work during the warranty period by third parties other than HTS Srl and parties specifically authorised by HTS Srl.

10. ASSEMBLY AND COMMISSIONING

Unless otherwise agreed in writing, assembly and commissioning shall remain the Customer’s responsibility. Any deviating agreements shall be drawn up and shared in separate documents as appendices to the contract.

11. CODE OF ETHICS

The Customer declares to have read and to comply with the contents of the Code of Ethics in force at HTS Srl, available at www.hts-srl.it. The Customer acknowledges that compliance with such provisions is an essential condition for HTS Srl in entering into a supply contract and maintaining the contractual relationship. The Customer also undertakes to indemnify and hold HTS Srl harmless from any costs, expenses, fines, claims and any other form of liability incurred by HTS Srl as a direct or indirect consequence of a breach of the Code of Ethics by the Customer.

12. INTERNATIONAL TRADE

The supply of Goods intended for export shall be carried out solely and exclusively in compliance with applicable national and international foreign trade regulations and subject to verified conformity with embargo and sanctions control regimes under applicable law. The Customer undertakes to provide the information and documentation necessary for the export and transfer of Goods to third countries. Delays in supply execution arising from international export control procedures or export authorisation processes shall invalidate the agreed delivery terms and dates. Should authorisations not be granted or delivery of the Goods not be subject to authorisation, any supply agreement shall be deemed ineffective. In the event of re-export of Goods (hardware, software and/or technology, corresponding documents or technical assistance) acquired from HTS Srl, the Customer undertakes to comply with applicable national and international foreign trade control regulations.

13. EXPRESS TERMINATION CLAUSE

Pursuant to Article 1456 of the Italian Civil Code, HTS Srl may deem any contract entered into with the Customer as immediately terminated upon the occurrence of any of the following breaches:

• Violation of the Code of Ethics (Article 11);
• Payment delay exceeding 60 days beyond the agreed terms;
• The Customer is in a state of financial difficulty such as to impair fulfilment of its obligations, or where the Customer has applied for access to minor insolvency proceedings, including out-of-court proceedings, excluding bankruptcy.

14. CONFIDENTIALITY OBLIGATIONS AND RIGHTS OF USE OF DOCUMENTATION

14.1. With respect to all confidential information (Confidential Information) originating from HTS Srl — including, by way of example and without limitation, know-how, technical information, processes, methods, formulae, process technology information, studies, findings, results, algorithms, designs, drafts, drawings, photographs, manuals, technical specifications, samples, products, reports, customer lists, trade secrets and price lists — the Customer undertakes to:
a. protect their confidentiality and use them exclusively in the context of the contractual relationship with HTS Srl, to the exclusion of any other purpose;
b. not disclose or reveal the Confidential Information to third parties in any manner, including within its own organisation, whether in whole or in part, without the prior explicit written authorisation of HTS Srl;
c. not disclose or reveal to third parties, in whole or in part, any results derived from and/or connected to the Confidential Information, whether completed or not;
d. adopt all security measures aimed at preventing or minimising the risks of unauthorised access, unauthorised use or misappropriation of the Confidential Information, applying at least the same level of protection adopted for its own Confidential Information of comparable sensitivity (and in any event no less than a reasonable level of protection);
e. upon simple request by HTS Srl, return all Confidential Information communicated to it and all copies and/or derivatives thereof, together with all products and/or materials containing confidential information;
f. not copy or duplicate in any manner the Confidential Information or any product, prototype, software or other medium containing or tangibly embodying such information, and to refrain from performing reverse engineering, disassembly or decompilation of such media.
14.2 The Customer shall immediately notify HTS Srl in writing of any unauthorised use or disclosure of the Confidential Information of which it becomes aware, and shall provide all reasonable assistance to HTS Srl to bring such unauthorised use or disclosure to an end.
14.3 It is understood that the confidentiality obligations set forth in these General Terms and Conditions of Supply shall not apply to Confidential Information that:
i. is already in the public domain at the time it is disclosed to the Customer, without any breach having occurred;
ii. enters the public domain after being disclosed by HTS Srl to the Customer, for reasons not constituting a breach of these General Terms and Conditions of Supply;
iii. is already known to the Customer on a non-confidential basis, without any confidentiality obligation having been breached;
iv. has been independently developed by the Customer;
v. the Customer is required to disclose by law or by order of a judicial or administrative authority, provided that the Customer promptly notifies HTS Srl of such order, cooperates with HTS Srl to agree on the manner of disclosure, and discloses the Confidential Information only to the minimum extent necessary to comply with the requirements of the relevant authorities.
14.4 Without prejudice to the foregoing, documentation and other content provided by HTS Srl are protected by copyright pursuant to Law No. 633/1941. Such documents and content may not be used by the Customer for purposes other than those contractually agreed. The Customer is granted a non-exclusive, non-transferable right to use the aforementioned documents and content within the limits specified in these General Terms and Conditions of Supply. In particular, without the prior written approval of HTS Srl, the Customer may not: reproduce the information or content, modify or process it, disclose it to third parties or make it publicly available. The Customer may not remove any copyright notices, trademarks, digital watermarks or other reservations contained in the content.

15. DATA PROTECTION AND USE

HTS Srl collects and processes only the data necessary for the completion of the commercial relationship and retains such data for the period required by law or, beyond that period, only where functionally necessary to the relationship itself, in accordance with the current data protection regulations (GDPR 2016/679 EU). Details regarding the collection and retention of such data are set out in HTS Srl’s Data Privacy Statement, available at: https://www.hts-srl.it/torino/privacy-policy/.

HTS Srl holds an unlimited and irrevocable right to store, use, transfer and/or exploit all information — excluding personal data — provided and/or generated by the Customer in connection with its Orders, including for purposes other than the supply contract, such as statistical analysis and internal purposes.

16. LIABILITY AND DAMAGES

No direct and/or indirect damages may be claimed from HTS Srl in the event that components and/or integrated systems supplied by HTS Srl cause machine downtime and/or loss of production in the machinery to which they are connected.

17. RETURNS

Returns of materials must be expressly authorised by the company. Return requests must be submitted within a maximum of five days of receipt of the goods, which must be in good condition and in their original packaging. Returns are not accepted under any circumstances for custom-made items produced specifically for the Customer. In all cases, defective material must be returned to us carriage paid and, once it has been established that the defect falls within our liability, it will be repaired or replaced and dispatched carriage paid.

18. GOVERNING LAW AND JURISDICTION

These General Terms and Conditions are governed by Italian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Any disputes arising in connection with the performance of the contract governed by these General Terms and Conditions of Sale, their interpretation, or any matter relating to the contractual relationship shall be subject to the exclusive jurisdiction of the Court of Turin.

For Acceptance