Incotec Billing Terms & Conditions shall be stated in the order confirmation by the Seller or in a separate document sent to the Buyer if the Seller executes the order in accordance with the order.

The Buyer is obligated to pay the price in full even in case of dispute and controversy.

Failure or delay in payment of even a single part of the price shall entitle the Seller to demand, as of the due date of payment and without the need for formal notice, default interest equal to the official discount rate increased by eight points

In case of non-payment or late payment, the Seller shall have the right to terminate the contract.

The Seller is hereby authorized to and shall have the right to suspend supplies and any other obligations placed upon it in the event the Buyer defaults in the payment of the price within the agreed terms.

BILLING AND SENDING DOCUMENTS

Sales invoices shall be sent in the manner required by law to Buyer. Courtesy copy shall be sent, upon request, by e-mail attaching a file in .pdf format to the e-mail address provided by the Buyer.

It is the Buyer’s obligation to notify the Seller of the fiscal data required to send the electronic invoice and the e-mail address where to send courtesy invoices, as well as to promptly communicate any changes of the same during the execution of the supply or in case of new orders.

FORECLOSURES AND SEIZURES

The Buyer, until the price is paid in full, undertakes to notify the Seller of the execution on the goods covered by this contract of attachments, seizures or any other judicial measures affecting the said goods.

In the event of non-performance of the above obligations, the Seller shall have the right to terminate the contract by sending mere written notice

CHANGE IN THE FINANCIAL CONDITION OF THE BUYER

Any enforcement or conservatorship proceedings that may result against the Buyer, or the application for receivership or composition with creditors, as well as any substantial changes in the Buyer’s corporate structure, shall allow the Seller to suspend the performance of any contract, with the consequent right to obtain payment, in one solution, of the entire price still due.

PRODUCT CHANGES

The Seller reserves the right to make changes to the Parts at any time it is deemed necessary and without giving prior notice.

CONFIDENTIALITY

Each party undertakes to take all necessary measures to ensure that any information or technological knowledge, exchanged for the conclusion of the contract or its execution or acquired in the course of carrying out the activities under the contract, remains secret and is not disclosed to third parties.

Each of the parties undertakes to take all necessary measures to ensure that the contents of the contract and any information relating to the products that are the subject of the contract, of which it has become aware in connection with the conclusion of the contract or its execution, will remain secret and will not be disclosed to third parties.

The parties undertake a mutual exchange of information, relating to the products and, in particular, with reference to the following: manufacture and use of the same which includes data, manufacturing specifications, drawings, safety checks, product analysis and specifications, quality control. In order to maintain the proprietary nature of such information, it is necessary that the unauthorized disclosure of such information is avoided. For this reason, Seller and Buyer agree that all information disclosed by the other party- even if not identified as confidential and regardless of whether disclosed orally, in writing, or electronically- shall be maintained as strictly confidential and, should the other party so request, they agree to enter into a specific confidentiality agreement.

PRIVACY.

By virtue of these General Terms and Conditions of Sale and the contract subject thereto, the parties may mutually exchange the same (first name, last name, company email, company telephone number) of directors, employees or collaborators who, by reason of the functions held and duties performed, manage or execute the said Contract.

Each party shall process the data received in full autonomy in its capacity as data controller, to the extent that they are strictly necessary for the execution of the Contract, in manual, paper, computer, digital and telematic form, including automated form, and, in any case, in compliance with the rules dictated regarding the security of the processing of Personal Data.

FINAL PROVISIONS

Should one or more clauses of these General Terms and Conditions of Sale be invalidated for any reason, this shall not affect the validity of all other parts of these General Terms and Conditions of Sale.

If one or more of the articles, paragraphs or other subdivisions, or other provisions of these General Terms and Conditions of Sale and the contract subject thereto are or shall become void, invalid or ineffective, the same shall be deemed to be separated from these General Terms and Conditions of Sale and the contract subject thereto. Moreover, they are rendered unenforceable, to the extent permitted by law, without such invalidity and ineffectiveness affecting the validity, legality or effectiveness of these General Terms and Conditions of Sale and the contract subject thereto.

Any waiver of assertion of performance compliance or non-performance, breach or non-compliance with any provision, term or condition of these General Conditions of Sale, as well as any consent, shall not be effective unless contained in a duly signed written instrument of the Seller.

In any event, any waiver by Seller to enforce compliance of performance or any failure, breach or non-compliance with any provision, term or condition of these General Terms and Conditions of Sale shall in no way be deemed or construed as a prior waiver to enforce such provision, term or condition or any subsequent non-compliance of performance or any subsequent default or breach or failure to comply therewith.

The Buyer shall not assign, or otherwise transfer one or more of his rights or obligations under the contract subject to these Terms and Conditions without the prior written approval of the other Party.

If any act under this Contract is to be performed on a day that is not a Business Day, such act shall be performed on the first Business Day immediately following.