San Dorligo della Valle (TS), October 2022

SAUL SADOCH S.P.A. REX PRODOTTI CARTOTECNICI GENERAL SALES CONDITIONS

1. Application of general sales conditions

1. 1. All sales conducted by Saul Sadoch S.p.A. Rex Prodotti Cartotecnici, located in Via J. Ressel, 2/6 - 34018 San Dorligo della Valle, Trieste, Italy, hereafter also indicated for brevity as “Sadoch”, are governed by these general sales conditions. For the purposes of this document, “Customer” refers to any physical person or legal entity intending to place an order, in exchange for payment, of a product sold or manufactured by Sadoch.
   2. The general conditions refer to any relationship between Sadoch and the Customer, unless the parties have agreed otherwise for a specific case. In case of doubt, the only valid agreements are those concluded in writing.
   3. The general conditions prevail over the Customer’s purchase conditions, unless otherwise agreed in writing between the parties. The act of placing an order therefore implies that the Customer fully adheres to these general sales conditions without reservation. Except with the formal and written approval of the legal representative of Sadoch, Customers cannot enforce any specific condition or term of purchase in contrast to these general sales conditions.
   4. Failure on the part of Sadoch to exercise any of its rights under the terms of the contract of sale or of these general sales conditions shall in no way affect the validity of said rights and cannot under any circumstances be considered by the Customer as a renunciation of said rights by Sadoch.

2. Purchase orders

1. 1. Sadoch will exclusively accept orders compiled in all parts. Orders received by the agents or brokers of Sadoch are only definitive once written signed confirmation has been issued. In the event of temporary unavailability of the products, Sadoch undertakes to inform the Customer in timely fashion. Any offer not followed by the Customer’s order is not considered binding for Sadoch.
   2. The goods are supplied not exclusively to the Customer by Sadoch who reserves the right to supply other Customers.
   3. In case of raw materials price increases higher than 8% compared to the prices recorded on the date of the order confirmation, Sadoch reserves the right to request, with a notice of 30 days before the expected delivery date, the adjustment of sale prices on current orders. The Customer may accept or refuse this adjustment and may ask to cancel the order.

3. Delivery of goods

1. 1. Deliveries can only be made subject to availability and in accordance with the times at which orders were

placed. Ordered goods will be delivered, whenever possible within the term indicated by the Customer at the time of the order or within a different term indicated by Sadoch.

1. 2. The Customer acknowledges that delivery date are merely indicative, in no way essential and do not in any way bind Sadoch. The Customer may not raise any objections as regards effective delivery date of the ordered goods, nor request the resolution of the contract and/or compensation for damage arising from delays that are generally considered within accepted practice. Unless otherwise specified by the Customer, Sadoch also reserves the right to complete orders through partial deliveries.

4. Transport and risks

1. 1. Unless otherwise agreed with the Customer at the moment of the order, the goods will be delivered to the destination indicated in the order by means of a carrier chosen by Sadoch. If the Customer needs specific equipment (such as a vehicle with a tailgate), or delivery by a vehicle such as a rigid truck with reduced loading capacity, this must be communicated at the time of the order and may result in additional transport costs. In the event that, by unloading, different needs not specified at the order confirmation arise, Sadoch reserves the right to charge the costs to the Customer.
   2. In the event of delivery failure, loss or delay due to an error or negligence by the carrier, it is up to the Customer to issue clear and specific reservations in the presence of the driver on the delivery slip and transport documentation (duly dated and signed) and to send a copy along to Sadoch within 3 (three) days of receiving the goods. Failure to do so shall result in forfeiture of the claim with regard to Sadoch.
   3. Acceptance by the Customer of the goods without issuing specific detailed reservations on the transport documentation implies that no subsequent claim can be made in relation to the delivery of said goods.

5. Payment terms

1. 1. Sadoch shall directly invoice the Customer at each delivery of goods ordered. The Customer shall make payment for the goods ordered and delivered according to the terms defined in the commercial or in the proforma invoice.
   2. When the Customer’s overall outstanding credit exceeds the amount of the authorised credit (or where the credit insurance company has refused the credit), Sadoch is entitled to ask the Customer to make an advanced payment or to supply other warranties to bring its credit within the authorised limits.
   3. Any controversy that may arise between the Customer and Sadoch may not in any case entitle the former to suspend payment of other invoices or of the uncontested part of the invoice involved in the complaint. In the event of late payment, Sadoch shall have the right to request late payment interests at the rate indicated in Article 5 of D.Lgs.231 dated 09.10.2002 and subsequent amendments. Late payment interests will be applied automatically, without notification of default, from the expiry of the payment term indicated in the invoice as per article 1 of D.Lgs.192 dated 9/11/2012. Sadoch shall also be entitled to the reimbursement of sustained costs, including legal expenses for the recovery of the amounts not paid punctually as well as possible sustained greater damages.

6. Right of withdrawal

1. 1. Sadoch, as per Art. 1461 of the Italian Civil Code, reserves the right to suspend the execution of tasks arising from existing contracts in case of failure or delayed payment and whenever it is informed in any way whatsoever of changes in the balance sheet conditions of the Customer that may involve risks as regards the fulfilment of the Customer’s undertaking. If Sadoch should decide to implement this precautionary measure, timely notification will be made to the Customer together with an invitation to provide explanations concerning the compromised circumstances affecting the Customer and provision for suitable effective and/or personal warranty. In the event that the Customer is unable to provide such requested warranty, Sadoch may withdraw from the contract with immediate effect upon simple written notification.

7. Risk transfer

1. 1. Risks relating to the products, even in the case of sales transactions with free of charge transport, follow the terms Incoterms 2022 agreed by the parties and specified in the order confirmation.

8. Defective goods and complaints

1. 1. In case of any claim with regard to apparent flaws or non-conformity of received products or relating to issued invoices, the Customer is required to send a communication by e-mail to the address [email protected] within 7 (seven) days of receiving the concerned products or invoice as well as a registered letter with notification of receipt within 8 (eight) days of receiving the concerned products or invoice. Such notification shall contain a detailed description, pictures and other documents useful to identification of the nature and extent of the defect in question as well as a copy of the transport document and of the invoice. Failure to satisfy these conditions shall leave Sadoch free of any obligation towards the Customer, who shall be deemed to have accepted the products.
   2. Products can be returned only after receipt of express and prior approval by Sadoch following all necessary verifications.
   3. After the return of products, once accepted by Sadoch, and verification of the quantity and quality thereof, if Sadoch recognises said product or part of it as faulty, Sadoch could agree to replace or repair a product or part of it either by issuing a credit note equal to the amount of the returned products or replacing said products, thus excluding any compensation which the Customer may ask for.
   4. Sadoch shall only agree to replace or repair a product or part of it free of charge if said product or its part is recognized as faulty.
   5. Any flaws or deteriorations caused by natural wear and tear, an external accident or any other cause that does not fall under the direct responsibility of Sadoch are excluded from the terms of this guarantee

9. Force Majeur

1. 1. Any undertaking shall be assumed as accepted unless impediments arising by reasons of force majeure, measures by the State authorities and other events which cannot be prevented, eliminated or avoided, or circumstances over which Sadoch has no control. By way of example but not exhaustive, floods and droughts, electricity blackouts, road interruptions, wars, fires, strikes, raw material shortages, pandemics, energy rationing are considered to be causes of force majeure. In these circumstances, Sadoch shall have the faculty to resolve the order or to perform the task as soon as possible upon agreement with the Customer.
   2. Where the fulfilment of contractual obligations is made difficult or impossible due to the circumstances referred to in Article 9.1. the obligation ceases to apply for the period during which its performance is rendered difficult or impossible. At this time, Sadoch is exempted from fulfilling its obligations and from liability for damages due to failure to comply with the agreed obligations. 
   3. Sadoch shall not be liable for any delay in the fulfilment of obligations or for failure to comply with obligations arising from the contractual relationship if this is caused by factors beyond Sadoch’s reasonable control and no fault or negligence factors, including but not limited to failure by the supplier, subcontractor, shipper or seller to fulfil their obligations.

10. Jurisdiction and competence

1. 1. For any and every controversy concerning the interpretation, application and execution of this contract, the parties shall refer to Italian Jurisdiction and the exclusive competence of the Court of Trieste.

11. Language

1. 1. These General Sales conditions may be translated as required into other languages. The Italian version, in any case, shall prevail in the event of any controversy.

12. Validity

1. 1. These General Sales conditions cancel and replace previous versions and are valid until later updates. They shall be deemed to be tacitly accepted unless otherwise agreed in writing between the parties.
   2. Sadoch reserves the right to change, modify or supplement these General Sales conditions by publishing them on its website www.sadoch.com.

General Sales Conditions