General Sales rules

Zarri S.r.l.

Rev. 2023/06

1. Parties
Zarri: Zarri s.r.l. – Via Provinciale Nord, 43 – 40050 Castello d’Argile (BO) Italy – VAT no. IT 00707081204
Customer: the party stated in the heading of the offer and/or the order confirmation, the delivery note or the invoice. This party is the requesting party or the purchaser.

2. Definitions
Delivery note: delivery note.
Working day: refers to every working day of the week, with the exception of Saturdays, Sundays, public holidays and the company closing days.
Product of common use: any product not foreseeably related to the safety of intermediate and/or end users.
Standardised product: product manufactured in accordance with the requirements of a particular product standard.
Safety product: any product with one or more characteristics that are likely to affect – directly or indirectly – the safety of intermediate and/or end users. The production of these items implies specific responsibilities for the manufacturers (Leg. Dec. 206 of 06/09/2005 – Consumer Code and art. 7 law 229 of 29 July 2003).

3. Order acceptance
On receiving an order from a customer, Zarri normally sends an order confirmation within 5 working days.
If the order confirmation does not deviate from the order or the customer does not raise any objections within 5 working days of receiving the order confirmation, the contract is deemed to be fulfilled.
Any other previous negotiation, request or direction – oral or written, direct or indirect – shall be deemed null and void.
No conditions and/or clauses conflicting with those in the confirmation shall be valid, even if already provided for in the customer’s order or in a previous offer, unless expressly accepted and confirmed in writing by Zarri.
The same applies to corrections and additions subsequently made by the Customer.

4. Product manufacturing
All the products supplied by Zarri are manufactured in accordance with the requirements of the order and subject to quality assurance checks.
Zarri reserves the right, under its own responsibility, to use external suppliers for particular processes and supplies.
In the event of insufficient or missing information regarding the requirements of the requested items, Zarri reserves the right to define such information according to its own expertise and according to the state of the art.
Any inspection/testing of the products in the presence of a person appointed by the customer shall be agreed upon at the order stage and shall be carried out, unless otherwise provided, on the basis of a precise and detailed drawing or inspection template provided by the customer.
For complex designs, Zarri reserves the right to request approval (or homologation) of the products by submitting a specific sample to the customer.
Test reports, declarations of conformity, material and treatment certificates, control charts, process and traceability documentation must be previously and expressly indicated and specified by the customer on requesting the offer together with the method of shipment.

5. Product use
Zarri declines all liability for improper use of the products supplied to the customer and in any case for use contrary to the following paragraphs.

5.1 Products in Zarri’s catalogue
The products included in Zarri’s GENERAL CATALOGUE are “common use” products, the proper use of which shall be assessed by the customer according to the technical characteristics of the item as indicated in the catalogue.

5.2 Standardised products
Zarri manufactures standardised products in strict compliance with the requirements of the relevant standards, or by notifying the customer in advance of any deviations from said standards.
Unless specific communications are made by the customer, standardised products are considered to be of “common use”.
These products shall not be used for any purpose other than common use and/or that provided for in the standards.

5.3 Custom-made products
Zarri provides technical advice during the design phase with the customer, providing, on request, information regarding the technical characteristics of the material and the main reference standards.
Zarri is a manufacturer of special items, built to the customer’s drawing, and these designs are requested by the customer without Zarri’s knowledge of their use. The customer shall submit its designs or manufacturing instructions to Zarri, providing details about the material, surface treatment, resistance class, etc.
Zarri is a components manufacturer and, as such, by definition it cannot know how the customer intends to use the items. Zarri cannot therefore guarantee a certain resistance if the items are used in projects or subjected to stresses that are not appropriate to their design.
For these reasons, and for illustrative purposes only, the responsibility for design, choice of material, resistance and testing to prove these characteristics is always borne by the customer.
Specifications on traction, friction, and resistance are necessary in order to find shared indicators in the choice of materials used in the production process.
In particular:
Zarri cannot guarantee any resistance to specific climatic conditions (e.g. temperature and humidity): this is information that the customer will need to identify before sending their requests to Zarri. Zarri suggests that its customers carry out specific tests to understand the needs of the target markets where the components will be sold and/or used, and suggests informing Zarri of such tests, so that Zarri can provide non-binding advice on the treatment and material to be used.
The final decision is always the customer’s responsibility, both with regard to treatment and all other details contained in the technical drawing, which the customer will sign or approve, in writing or orally, with priority given to the written version.
Zarri accepts no liability for improper use by customers and/or end users. Zarri advises its customers to add explanatory material to its items regarding their proper and improper use, to avoid improper use by customers. The definition of “proper use” and “improper use” shall be specified by the customer.
Zarri accepts no liability for such explanatory material.
Zarri accepts no liability for compliance with laws and/or regulations pertaining to its customers’ sectors; the responsibility for such research and compliance with such regulations is always and only borne by the customer, who designs and manufactures the requested items according to its design or needs.

5.4 “Safety” products
When requesting an offer, the customer shall inform Zarri of any product characteristics that may have an impact on the safety of users. The customer shall also give a full description of the product’s use and operating conditions.
In the absence of sufficient information to determine the product’s use and operating conditions, the product shall be considered of “common use”.
With regard to “safety” products, Zarri accepts no liability for uses other than those communicated by the customer.

6. Intellectual property
For production requests of objects, tools or other products not included in Zarri S.r.l.’s product catalogue, whether they are based on drawings provided to Zarri S.r.l. by the customer, or require the extrapolation of technical drawings by Zarri S.r.l. from images, diagrams or drawings provided to Zarri S.r.l. by the customer, Zarri S.r.l. retains full ownership of all rights over the goods or drawings covered by the aforesaid production requests, including rights of use, production, disclosure and trade of the same, even if the images provided by the customer bear trademarks different from its own, is completely relieved of any liability or duty of ascertainment and/or control in this regard, as well as in relation to the fact that they are or are not covered by registration or patent or any other form of protection of intellectual and industrial property by third parties, and is indemnified from any claims made by said third parties and from the consequences that they may cause.
This indemnity shall also extend in the event that the customer supplies or sells the aforesaid products to third parties.
For such circumstances, the customer shall sign a similar indemnity at the foot of each approved drawing before the goods are put into production.
The customer expressly recognises and accepts that:
• all intellectual property rights owned by Zarri (or licensed to it) are and shall remain the exclusive property of Zarri (or its licensors);
• it shall not acquire, through the order, any rights to the intellectual property rights of Zarri (or its licensors).
For the purposes of these General Terms of Sale, “intellectual property rights” means any industrial and intellectual property right relating to:
• patents for inventions and/or models;
• trademarks;
• Internet domain names;
• designs;
• software and firmware;
• industrial secrets, technical or commercial information, know-how.
The customer also undertakes to keep strictly confidential any information of a technical and/or commercial nature relating to products, services, market forecasts, or materials provided or learned in the course of the relationship with Zarri, regardless of whether it is identified as “secret”, “restricted” or “confidential”, except for information that must be communicated under a court order.

7. Packaging/Packing
Considering the type of items produced, Zarri reserves the right to supply up to a maximum of 3% more or less than the quantity ordered by the customer unless it is expressly stated that the quantity ordered is to be regarded as “exact”.
Unless specified otherwise, Zarri shall select the packaging and packing deemed most appropriate for the material.
Zarri does not accept return packaging, with the exception of Zarri-owned containers returned by the customer with a special delivery note (note that if these containers are retained for more than 60 calendar days, they will be charged for in the invoice).
The customer is entirely responsible for disposing of the packaging used for the containment and transport of the products, in strict compliance with current regulations.

8. Shipment
The delivery of goods is as agreed in the order confirmation; in the absence of this information, Ex Works from Zarri’s warehouse shall be considered as valid.
The time of transfer of risk is determined in accordance with the Incoterms of the International Chamber of Commerce in force at the time of Order Confirmation.
In the event of late delivery, loss, damage or differences in quantity and weight compared to that stated in the Delivery Note, the recipient shall immediately inform Zarri of such circumstances, irrespective of liability, in the investigation of which the customer shall provide its utmost cooperation, asking the vehicle driver to note down (where possible) on all copies of the Delivery Note any useful information (complaint, reservation, statement).
If the customer delays the collection of goods with respect to the agreed dates, Zarri reserves the right to initiate the terms of payment from said date, irrespective of delivery.
Zarri’s warehouse has the following opening hours for the delivery and collection of goods: 8:30 AM – 12:30 PM; 1:00 PM – 5:00 PM. These opening hours apply every working day except Saturdays, Sundays and public holidays, when the company is closed.

9. Delivery
The delivery and/or shipment terms set out in the Order Confirmation or in any other document or statement issued by Zarri refer to the date on which the goods leave Zarri’s warehouse.
Except in the case of gross negligence or wilful misconduct attributable to Zarri, any penalties for late delivery shall only be applicable and accepted if agreed and signed in advance.
The commitment to comply with goods preparation and delivery dates is subject to the customer providing all the information required to process the order in the agreed manner and time, to the absence of unforeseeable circumstances such as difficulties in procuring the necessary materials, transport delays or issues, system breakdowns, production rejects or problems, accidents caused by natural forces and/or obstacles to manufacture and delivery affecting Zarri or its suppliers.
These force majeure circumstances authorise Zarri, upon prompt notification to the customer, to delay the supply or, in the most serious cases, to withdraw from the contract partially or entirely, without any legal consequence for Zarri.
The same applies when facts and/or circumstances occur that substantially alter the state of the markets, the procurement of materials and the currency value.
Any additional charges, expenses or costs incurred by Zarri in connection with the delivery, which is not governed by the delivery term agreed upon by the Parties, shall be borne by the customer.
For repeat parts, we recommend agreeing on a delivery schedule with prices locked-in for a set number of months.

10. Non-conformities and complaints
Any non-conformity of goods with respect to the requirements of the order shall be reported immediately, and in any case no later than 7 days after discovery, to Zarri’s Sales Department, which will take immediate action to solve the issues.
Any dispute shall refer to the specific delivery of the item, the code and batch number indicated on the label applied to the product packaging to ensure traceability.
Returns are not accepted unless prior agreement has been reached on the manner and terms of returning the goods.

11. Warranty and liability
The warranty on products supplied by Zarri applies to the requirements specified in the order for the period specified in the contract and in the law.
In case of faulty goods, Zarri shall repair or replace faulty items as soon as possible, or refund the cost of the items.
Any transport and shipping costs for sending the products to Zarri shall be borne by the customer pursuant to the previous paragraph.
Processes and treatments (surface, heat, chemical, physical, etc.) made by any third party after the delivery of Zarri’s products that modify or affect their mechanical, chemical-physical and/or geometrical characteristics (unless indicated and reported in advance) shall invalidate any product warranty and liability.
The warranty shall not apply if the products:
• are subjected to improper use, neglect, accident(s), improper testing and/or installation and/or storage and/or handling, abnormal environmental conditions and/or physical strain, and in any case are used contrary to the instructions provided by Zarri;
• are repaired, modified or replaced by parties other than Zarri or parties authorised by it;
• are used together with third-party products not previously approved in writing by Zarri.
In any case, the provisions of Leg. Dec. 24 of 2 February 2002 and subsequent amendments shall apply in these situations.
With the exception of that indicated in this article, Zarri does not issue, nor has issued, expressly or implicitly, verbally or in writing, any declaration or guarantee, including any guarantee of saleability, suitability for a particular purpose, or non-infringement of third-party intellectual property rights with respect to the products it manufactures, sells or supplies: the aforesaid procedure shall, therefore, in all cases constitute the sole procedure the customer may use in the event the products are found to be defective.

12. Prices
For catalogue items, unit prices shall refer to the Zarri price list for whole packages in force at the time of the order. For quantities below the envisaged packages, the price indicated in the order confirmation shall apply.
The price of custom-made items shall be that on the customer’s current pricelist, as stated in the order confirmation. These prices are always net and strictly bound to the quantity ordered.
Zarri reserves the right not to accept orders for amounts below €150.00 + VAT.
Unless otherwise agreed in writing, the price does not include duties, taxes and/or fees of any kind, VAT, packaging, customs, transport and ancillary charges and may be subject to review by Zarri in justified circumstances.
If, following acceptance of the purchase order from Zarri, the parties agree to make changes to the products to be delivered, Zarri reserves the right to change the price unilaterally.
In the event production costs (including, but not limited to, raw materials and/or energy costs) rise while the contract is being fulfilled as a result of circumstances beyond Zarri’s control, the latter shall be entitled to increase the price of the products in proportion to the increase incurred and with immediate effect, upon written notice to the customer.

13. Payments
Payments, in the currency stated in the confirmation (normally that of the invoice), must be made with reference to Zarri’s headquarters.
The first delivery normally requires payment in advance unless specified otherwise in the order confirmation.
For subsequent deliveries, a Bank Receipt will be issued, as per standard practice, with a maximum expiry of 60 days from the end of the month of the invoice date through the Bank indicated by the Customer.
Unauthorised deductions, discounts and rounding off as well as debits for charges and fees of the banks used by the debtor for payment are not recognised.
Disputes about defective goods, delivery delays and any other reasons shall not constitute grounds for suspension of payment of the invoice unless expressly authorised.
Irregularities and shortfalls in payment, even partial, for whatever reason, authorise Zarri, after notifying the customer, to suspend or cancel the orders in progress without prior legal proceedings and/or to request further guarantees, in addition to compensation for damages.
All goods sold shall be considered as Zarri’s property until payment has been made in full.
Zarri reserves the right, at any time, to request adequate guarantees and financial coverage for current orders.
If the customer is late in making any payment, Zarri is authorised to suspend the fulfilment of its outstanding obligations until payment has been made.
Zarri shall be entitled to interest at the quarterly Euribor rate of +4% for late payment.
Payments shall only be deemed to have been properly made once the relevant amounts are freely available to Zarri. If the customer does not make payments correctly within the agreed terms, the default interest rates set out in Leg. Dec. 231/2002 and subsequent amendments shall apply.

14. Termination clause
Subject to the right to compensation for any further damage, Zarri is entitled at any time to terminate the contract with immediate effect, pursuant to art. 1456 of the Italian Civil Code, if:
• the vendor does not make payments within the agreed terms;
• the vendor is subject to bankruptcy, debt recovery, insolvency or debt restructuring proceedings;
• there is any change in the client’s corporate structure;
• a force majeure event occurs that prevents the vendor from fulfilling its obligations under the contract for a period exceeding 30 (thirty) days.
Zarri shall in no way be liable to the customer for any damage suffered by the customer as a consequence of the expiry or termination of the contract.
The expiry or termination of the contract shall in no way constitute a waiver by Zarri of its rights and remedies under the contract or applicable standards.

15. Limitation of liability
The customer fully excludes Zarri’s liability for any indirect and consequential damages (such as, but not limited to, losses resulting from business delays and/or inactivity, loss of chances, harm to business image and/or reputation), while stating that in relation to any direct damages, Zarri’s liability shall in no event exceed an amount equal to the value of the purchase order from which said damages arose.
Equally, Zarri shall not be liable to the customer for non-fulfilment or delayed fulfilment of any of its obligations under the contract if such non-fulfilment or delayed fulfilment is caused by events beyond Zarri’s reasonable control, including, but not limited to: natural disasters, floods, fires, earthquakes or explosions, war (whether declared or not), insurrections, assaults, threats or acts of terrorism, street disorder, measures or activities carried out by administrative authorities, national or local emergencies, including those resulting from epidemics or pandemics, strikes, lockouts or labour disputes of any kind, shortages of sufficient electricity and/or adequate transport systems (“force majeure events”): the exclusion of this liability also extends to the hypothesis that one or more force majeure events affect Zarri’s suppliers, making the procurement of materials, services or products impossible or more burdensome, or increasing their cost.
In the event it is affected by a force majeure event, Zarri undertakes to inform the customer in writing and to make every reasonable effort to minimise the effects of the force majeure event on its ability to fulfil its contractual obligations.

16. General provisions
Zarri and the customer are independent parties. The contract does not imply any relationship of agency, collaboration, partnership, dependency or representation between the parties.
Neither party shall have the right, authority or power to act in the name of and/or on behalf of the other party, nor to constrain the other party or create obligations on the other party to third parties.
The ineffectiveness, nullity or inapplicability of any of the provisions in the contract shall in no event imply the ineffectiveness, nullity or inapplicability of the entire contract, the remaining provisions remaining fully valid and applicable.
Any change to the contract shall only be valid if made in writing and signed by authorised representatives of both parties.
Any waiver by a party of its rights under the contract shall only be valid if made in writing and signed by that party.
The customer may not under any circumstances transfer the contract, even partially, without Zarri’s prior written consent.

17. Applicable laws and competent court
These General Terms of Sale are to be considered as regulations and govern all trading relations between Zarri and the buyers of its products and services for anything not expressly provided for in the Order Confirmation.
The parties shall make every effort to settle any dispute amicably, undertaking to resort first to arbitration and, solely in the event this is not possible, subsequently bringing the case before the competent court.
For any dispute, the competent court shall be the Court of Bologna and the applicable law shall be Italian law, specifically L. 765/85 (implementation of Vienna Convention).
Zarri nevertheless reserves the right, notwithstanding the foregoing, to bring the dispute before the competent court at the location of the purchaser.