General Terms and Conditions of Purchase

Premise

These “General Terms and Conditions of Purchase”, consisting of 15 articles and forming an integral part of all purchase orders issued by Modulblok S.p.A., shall govern—unless in conflict with the specific terms stated therein—the sale and purchase relationship between:
the “SUPPLIER” and the “BUYER – MODULBLOK S.p.A.”
By accepting the order, the SUPPLIER fully acknowledges the conditions set out below, both individually and as a whole.

Art. 1 – Transport, Packaging and Identification

Goods travel at the SUPPLIER’s sole risk and responsibility.
All materials shall be packaged as specified in the purchase order and in the relevant technical supply conditions, and in any event in compliance with applicable safety regulations, ensuring the protection of both handling personnel and the goods themselves, and enabling smooth unloading and inspection operations.
Any damage resulting from inadequate packaging or negligence during shipment, even if carried out through third parties, shall be borne entirely by the SUPPLIER.
Where required, material identification shall be carried out by means of a label affixed to the goods stating the Modulblok S.p.A. purchase order number and any job/production reference number supplied by Modulblok S.p.A. at the time of order.
Materials sent by Modulblok S.p.A. to the SUPPLIER for subcontracted processing must be returned duly identified, maintaining the original identification marks (also retrievable from the delivery note issued to the SUPPLIER). Identification numbers must also appear on the delivery note (D.d.T.) accompanying the goods back to Modulblok S.p.A.

Art. 2 – Acceptance of Materials

Acceptance of goods is always subject to quantitative and qualitative verification. Any complaints may be submitted within 30 days from inspection or from the discovery of defects.
Should goods be rejected for the aforementioned reasons, the SUPPLIER bears sole responsibility for all consequences, holding Modulblok S.p.A. harmless.
The delivery note (D.d.T.) must correspond to the goods supplied and state the Modulblok S.p.A. purchase order number and any project/commessa number as specified.
Final weight shall be determined by Modulblok S.p.A. upon receipt, even in the case of ex-works or freight-collect supplies.
Inspections regarding quantity and quality shall be carried out jointly by representatives of Modulblok S.p.A. and the SUPPLIER, or the carrier upon receipt. In the absence of the SUPPLIER’s representative, the checks performed by Modulblok S.p.A. shall prevail and be deemed binding, even in case of dispute.

Art. 3 – Certificates

Certificates of conformity, material traceability and inspection/test reports, where requested, shall form an integral part of the supply.

Art. 4 – Storage

Modulblok S.p.A. may require the SUPPLIER to store and preserve the materials for an agreed period. Such storage shall be carried out using methods ensuring full protection of the goods, avoiding deterioration that could compromise quality, while maintaining identification and traceability.

Art. 5 – Prices

Prices confirmed in the purchase order are deemed fixed and unchangeable for the entire supply duration, regardless of circumstances—foreseeable or unforeseeable—that may affect production costs, excluding the applicability of Civil Code Art. 1644.
Agreed prices include and cover all general and specific charges required to deliver the supply in accordance with good professional practice.

Art. 6 – Payments

Payment will be made in accordance with the agreed terms, and in any case only after receipt and inspection of goods.
Payments are subject to Modulblok S.p.A.’s receipt of all contractual technical documentation, including test certificates and delivery documentation. Invoicing documents must be sent to the registered office.
Payment terms commence only once the SUPPLIER has fulfilled all contractual obligations. Payments due on August 31 and December 31 will be postponed respectively to September 10 and January 10.

Art. 7 – Delays

Delivery must take place within the deadlines indicated in the purchase order. Should any delay arise, the SUPPLIER must promptly notify Modulblok S.p.A., which reserves the right to cancel the order in whole or in part.
In case of late delivery, the SUPPLIER shall fully compensate Modulblok S.p.A. for damages incurred. A penalty may also be applied, with rates and procedures defined in each individual order.

Art. 8 – Warranty

Goods are guaranteed against latent and apparent defects. The SUPPLIER’s warranty covers conformity to specifications, materials, calculation errors and defective workmanship. In such cases, defective parts must be replaced or repaired promptly, without prejudice to Modulblok S.p.A.’s right to claim additional damages.

Art. 9 – Order Amendments

Any change modifying the technical or commercial conditions of the supply will be considered valid only if accepted by Modulblok S.p.A. through formal order amendment.

Art. 10 – Order Acceptance

Order acceptance by the SUPPLIER is deemed confirmed 5 days after order issue, even if no written confirmation is returned.
Acceptance of a purchase order voids all SUPPLIER general sales conditions.
These terms and conditions are binding and may only be modified if expressly stated in the order.

Art. 11 – Transfer of Ownership

Ownership of goods and/or equipment covered by the order transfers to Modulblok S.p.A. upon delivery at the agreed delivery point.

Art. 12 – Withdrawal and Suspension

Modulblok S.p.A. may—at its sole discretion and without obligation to provide justification—cancel or suspend the purchase order in whole or in part. Notification will be issued specifying cancelled items and the effective date.
The SUPPLIER will be reimbursed for proven actual costs incurred.

Art. 13 – Force Majeure

Delivery dates may be modified without penalty when delays arise due to force majeure events, including but not limited to: war (declared or undeclared), riots, uprisings, sabotage, fire, floods, epidemics, explosions, and nationwide industry strikes.
Each party must promptly notify the other via registered mail or PEC of the start and end of force majeure events.
At the end of the event, the SUPPLIER shall provide supporting documentation issued by the local Chamber of Commerce.
Failure to notify in due time voids the SUPPLIER’s right to invoke force majeure.

Art. 14 – Disputes

The Court of Udine (Italy) shall have exclusive jurisdiction over any dispute relating to the order and its interpretation.

Art. 15 – Confidentiality

Information contained in documents attached to the order is confidential.
Documents and related information may not be transferred, reproduced or disclosed to third parties—fully or partially—for purposes other than fulfilment of the order, unless expressly authorised by Modulblok S.p.A.

Art. 15 – Supplementary Clauses – Legislative Decree 231/2001

The SUPPLIER declares that:
a) it is aware of the legislation concerning corporate administrative liability pursuant to Italian Legislative Decree 231/2001;
b) it is aware of the ethical principles and behavioural rules contained in the Modulblok S.p.A. Code of Conduct, available at:
https://www.modulblok.com/en/company/sustainability-esg/

The SUPPLIER undertakes not to engage in, nor allow—pursuant to Art. 1381 Civil Code—its directors, employees or collaborators to engage in, conduct that violates said Code of Conduct or may constitute offences under Legislative Decree 231/2001, adopting where necessary all preventive procedures.
The SUPPLIER acknowledges (and authorises where required) that Modulblok S.p.A.’s Supervisory Body may request information directly from relevant personnel for monitoring activities.
In case of breach of this clause, Modulblok S.p.A. may terminate the contract pursuant to Art. 1456 Civil Code, without prejudice to the right to full compensation for damages. Notification of termination shall be sent by registered letter with return receipt or PEC, and shall take effect upon receipt.
The SUPPLIER declares that the company and individuals defined under Art. 5, para. 1, letters a) and b) of Legislative Decree 231/2001, have not been involved in criminal proceedings relating to offences covered by the same decree.