Terms and Conditions of Sale

1. Orders

Offers, whether verbal or written, are non-binding. Orders received by TRÀFILO, either directly via email, fax, or phone, or indirectly through contracts concluded by its representatives and/or officers, are considered accepted only if confirmed in writing. Sales are made by TRÀFILO exclusively under the “conditions” set forth below, so each order accepted by TRÀFILO will be processed under these conditions, expressly overriding any other provision, unless otherwise agreed in writing and accepted by TRÀFILO.

2. Prices

Unless otherwise explicitly agreed between the parties, prices in effect at the time of delivery or shipment of goods, ex our warehouse and excluding VAT, shall apply.

3. Deliveries

Delivery times are indicative and non-binding for TRÀFILO, which reserves the right to supply according to its availability. TRÀFILO also reserves a tolerance regarding the supply quantity of ±10%. In the case of productions specifically made to customer specifications, the difference may be ±20%. Any delivery delays due to force majeure shall not entitle the buyer to claim damages, cancellation, or reduction/modification of the order. Force majeure includes, for example, supplier defaults, power failures, machinery breakdowns, railway or transport disruptions, lack or failure of carriers, strikes, and other circumstances not attributable to TRÀFILO.

4. Transport/Packaging

Supplies are always made EX WORKS from the TRÀFILO warehouse, unless otherwise agreed in writing. Goods are insured only upon the express request of the buyer, on their behalf and at their expense. Unless otherwise specified, the type of packaging is at TRÀFILO’s discretion. Packaging is prepared by TRÀFILO to the best of its experience; therefore, complaints for damages due to insufficient packaging strength are not accepted.

5. Complaints and warranties/tolerances

The buyer is required to inspect TRÀFILO products upon receipt to verify suitability and compliance with the specifications agreed with TRÀFILO’s technical and commercial departments. Complaints must be submitted in writing within 8 days from receipt of goods to be valid. Complaints made to TRÀFILO agents or representatives are not valid. If defects are correctly reported and approved by TRÀFILO, the company commits, at its discretion, to replace or repair the defective goods. Complaints concerning part of the goods do not release the buyer from the obligation to collect the remaining goods within the order terms. In any case, except as provided by D.P.R. 24.05.1998, n.224 and art. 1229 of the Civil Code, the buyer may not claim compensation for indirect damages, lost profits, or production losses, nor request compensation exceeding the value of the supplied goods.

Claims for damages caused by defects in the supplied goods are excluded, unless in cases of fraud or gross negligence, including delays and/or inability to fulfill by TRÀFILO.

For all profiles and gaskets, dimensional tolerances refer to ISO 3302-1:2014 class E2 as per the technical sheet provided to the customer. ATTACHED or SHOWN

All products are measured immediately after production and at room temperature, as they are subject to post-production stabilization. Length tolerances for products cut to fixed lengths are described in the technical data sheets provided and are valid only if countersigned by the customer.

Length tolerances for coiled products are +/- 5%

Shore-A hardness values have a tolerance of +/- 3 for all thermoplastic materials.

Variations in appearance, weight, or color within usual commercial tolerances do not justify complaints. Illustrations, dimensions, weights, technical specifications, tenders, and order confirmations are for reference only, and variations within standard commercial tolerances or applicable standards are permitted. No guarantee of product conformity to these documents is given.

5.1 Waiver of Right of Recourse

If the buyer resells the goods/materials purchased from TRÀFILO, they shall have no right of recourse against TRÀFILO for defects or non-compliance claimed by their customer or end user, nor for deviations from contractual terms.

6. Payment terms

Unless otherwise stated, all prices are net. If no special terms are agreed, payment must be made in advance. In case of late payment, TRÀFILO reserves the right to charge interest according to art. 5 of Legislative Decree 231/2002. Payment delays or other factors reducing the buyer’s financial reliability will result in the immediate maturity of all TRÀFILO receivables and cancellation of payment terms, including for accepted bills. In such cases, TRÀFILO may require advance payment or suitable guarantees, terminate the contract, claim damages, or prevent resale and recover the goods.

In case of bill acceptance, bank discount interest will be charged; such acceptance does not waive the right to demand cash payment upon return of the bill. Discounts are not granted with bill payments. No offsets or withholdings are permitted for any claims or disputes. In case of default, all invoices and bills are considered due. TRÀFILO agents/representatives are not authorized to collect payments.

7. Distribution limitation

The buyer acknowledges that TRÀFILO intends to preserve its brand image and customer perception by controlling distribution standards through selective distribution. Therefore, the buyer agrees to sell products only to end users or selected distributors, not to third-party resellers. TRÀFILO, as the manufacturer, prohibits sales through online platforms (e.g., eBay, Amazon) that do not meet its quality standards.

8. Solve et Repete Clause

According to art. 1462 c.c., the buyer waives the right to raise objections before fulfilling their own obligations.

9. Retention of title

The delivered goods remain the exclusive property of TRÀFILO until full payment is made.

10. Other provisions

TRÀFILO retains exclusive ownership, transfer, and reproduction rights of its designs, drawings, and tools. No use or disclosure is allowed without written permission. Patent rights remain with TRÀFILO. Breach will result in legal damages. All molds, tools, models remain TRÀFILO’s property even if partially paid by the customer. After three years from the last supply, TRÀFILO is not obliged to store equipment. The buyer assumes responsibility for ensuring the items produced per their specifications do not infringe third-party rights. The buyer may not assign rights from contracts with TRÀFILO to third parties without written permission.

11. Personal data processing

Data stored by us is processed solely for management, accounting, statistics, commercial, marketing, and promotional purposes, and to comply with contractual/legal obligations. Data may be shared with affiliates, external parties in Italy or abroad, and banks. Data provision is necessary to maintain and continue the business relationship. Information in compliance with Articles 13 and 14 of EU Regulation 2016/679. Rights under Article 15 of the Regulation may be exercised.

12. Place of performance / Jurisdiction

The place of performance for delivery and payment is Cervarese Santa Croce – Padua. Exclusive jurisdiction for any disputes is the Court of Padua.

The Buyer

The contracting party declares they have fully read and accepted all TRÀFILO S.p.A. contract conditions under articles 1341 and 1342 c.c., and specifically approve articles: 3 and 5 (limitation of liability for defects and delays), 5.2 (waiver of right of recourse), 4 (risk transfer), 7 (solve et repete clause), 8 (retention of title), 11 (jurisdiction); all reciprocal exceptions are hereby waived.