GENERAL TERMS AND CONDITIONS OF SALE

1. SCOPE OF APPLICATION

1.1 These General Terms and Conditions of Sale (the “General Terms and Conditions”) form an integral part of all sales contracts entered into by D.T.M. Ricambi S.r.l. (“DTM Ricambi” or the “Seller”) with each professional buyer (the “Buyer(s)”) in Italy and abroad for the sale of equipment, spare parts, fasteners and other materials sold by D.T.M. Ricambi S.r.l. and listed in the DTM Ricambi catalogue published on the website www.stardiesel.com (the “Product(s)”).¹ These General Terms and Conditions apply as essential clauses of the sales contracts, including when orders are placed by phone, verbally, by email or through the DTM Ricambi website, where the Buyer accesses the reserved area of the site after registering.

1.2 All offers, order confirmations, deliveries and invoices issued by DTM Ricambi shall be governed by these General Terms and Conditions, unless otherwise agreed in writing by DTM Ricambi. In the event of a conflict between the provisions of these General Terms and Conditions and those contained in the Seller’s offers, order confirmations or deliveries, the latter shall prevail.

1.3 These General Terms and Conditions shall be deemed accepted by the Buyer upon issue of the purchase order. It is understood that any general or special terms and conditions of purchase issued by the Buyer shall be deemed ineffective and shall not in any way bind DTM Ricambi unless expressly accepted in writing by DTM Ricambi.

1.4 The General Conditions and the sales contracts concluded on the basis of these General Terms and Conditions cannot be modified or be subject to additions on the part of the Buyer unless through agreement entered into between DTM Ricambi and the single Buyer.

1.5 If one or more clauses contained in these General Conditions are deemed ineffective, contrary to mandatory legal provisions or invalid for any reason, such ineffectiveness, contrast with mandatory legal provisions or invalidity shall not extend to the other provisions of these General Terms and Conditions.

1.6 DTM Ricambi reserves the right to update and modify its General Terms and Conditions if it is required by regulatory updates, modification of the products or services offered or by requirements deriving from changes in company policy. The applicable version of the General Terms and Conditions shall be the one available from time to time on the DTM Ricambi website (www.stardiesel.com) and shall therefore be deemed known to all Buyers.

2. DRAWINGS AND TECHNICAL DOCUMENTATION

2.1 All drawings, technical documentation, codes, illustrations, photographs, weight and size specifications and technical data relating to the Products prepared by the Seller and included in documents provided by the Seller and attached to offers, order confirmations and/or appearing in catalogues, price lists, brochures, circulars, advertisements or published on the DTM Ricambi website (www.stardiesel.com) are for reference purposes only and shall not be binding unless expressly stated otherwise in the Seller’s offer and/or order confirmation.

2.2 Drawings, information and technical documents relating to the Products, delivered by the Seller in any form, paper or electronic, before or after the formation of the contract, are the property of DTM Ricambi and are made available to the Buyer, with strict confidentiality, only for the purposes of the execution of the sales contract entered into. The Buyer may not therefore reproduce them, disseminate them to third parties or copy them. Said drawings, information and technical documents may not be used for a purpose other than that for which they have been delivered.

3. FORMATION OF THE CONTRACT

3.1 Each sales contract shall be deemed concluded and binding on the parties at the time the Buyer receives written confirmation of the order from the Seller by email, post or certified email, it being understood that the Seller reserves the right to accept or reject the Buyer’s order for any reason. In the absence of written confirmation of the order by the Seller, the contract shall in any case be deemed concluded no later than upon delivery of the Products to the Buyer and/or to the Buyer’s carrier or forwarding agent, in accordance with the agreed delivery terms.

3.2 If the Buyer receives written confirmation from the Seller of the purchase order containing terms and conditions that differ from those of the order itself, the sales contract shall in any case be deemed concluded three (3) working days after receipt of such order confirmation by the Buyer, unless the Buyer sends a written objection to the Seller within that period.

3.3 The Seller shall not accept any purchase order that does not accurately identify the Products ordered (including the relevant product code) and quantities, and in the case of purchase orders for Products to be supplied by the Seller based on the Buyer’s technical specifications, unless such technical specifications, drawings, technical data or any necessary samples have been previously agreed to in writing by the Seller and the Buyer.

3.4 Any offers made by the Seller to the Buyer shall be valid only for the period specified therein and shall lapse after that period without need for withdrawal. Unless otherwise expressly stated, the offer shall be valid for 30 (thirty) days from the date of issue.

3.5 Without prejudice to the provisions of Article 5 - Management of Back-Ordered Products, the Buyer shall in any case be bound by the purchase order submitted, which may not be amended or cancelled without the Seller’s written consent. Any requests for variations or modifications of the purchase order on the part of the Buyer are subject to DTM Ricambi’s written approval and must be received promptly to allow DTM Ricambi to make the relative changes also with regard to organisation and production. In such case the Seller reserves the right to delay delivery times and to revise the sales price to reflect any increased costs incurred.

3.6 The place of conclusion of the contract shall always be the Seller’s registered office, including for contracts concluded by electronic means.

4. DELIVERY TERMS AND CONDITIONS

4.1 Delivery shall occur according to the terms and procedures indicated with the Seller's offer and order confirmation. Unless otherwise envisaged, delivery shall take place FCA DTM Ricambi, Bologna, Italy (Incoterms® 2020 - ICC). This delivery term, as well as any other terms of delivery that may be agreed to in writing by the parties, shall refer to the version of the ICC Incoterms® in force at the time.

4.2 In the case of FCA delivery at DTM Ricambi, Bologna, Italy (Incoterms® 2020 - ICC), the Seller shall not enter into any shipping or transport contract for the Products to be delivered unless expressly requested in writing by the Buyer and at the Buyer’s risk and expense. Any shipping or transport costs incurred by the Seller shall be invoiced to the Buyer in addition to the agreed prices.

4.3 The Products shall travel at the sole risk and expense of the Buyer, and any claims relating to transportation must be addressed by the Buyer directly to the carrier/forwarder that collected the Products from the Seller.

4.4 The delivery terms are indicative and are not to be considered essential terms.
The Buyer may withdraw from the Contract by giving written notice (including by email or fax) to the Seller for delayed delivery of the Products only if the delay exceeds 120 (one hundred twenty) days from the agreed delivery date.

4.5 In any case, the Seller shall not be held liable for failure to deliver or delivery delays due to force majeure or other circumstances beyond its control, pursuant to Article 13 below. In these cases, the delivery term shall be extended for the period necessary for overcoming the events. The occurrence of these conditions shall not give the Buyer the right to withdraw from the contract or to claim compensation from the Seller for any damage or indemnities of any kind, except in the event of the Seller's wilful misconduct or gross negligence.

4.6 In the event of delay in taking delivery of the Products by the Buyer and/or the forwarder/carrier appointed by the Buyer, if they remain in stock on the Seller's premises, in addition to the total price of the supply,² for each day of storage of the Products following the date indicated for delivery the Buyer shall be obliged to pay a lump sum amount equal to 0.5% of the total price of the non-delivered Products to cover storage and administrative costs, in addition to any expenses charged to the Seller by the forwarder/carrier, expenses that shall be charged back to the Buyer by the Seller. Further to the written communication that the Products are available to the Buyer for collection (so-called notice of readiness), the Seller is exonerated from any liability for the perishing, damage or in any case loss of value of the Products.

4.7 Without prejudice to Article 4.6 above, if 15 (fifteen) days have passed from the notice of readiness for collection without the Products being collected, the Seller reserves the right to terminate the contract due to material breach by the Buyer by sending written notice to that effect by certified email or registered letter with return receipt. The Seller shall be entitled to retain any advance payments received as compensation for damages (without prejudice to its right to claim further damages) and shall be free to sell the Products to third parties.

5. MANAGEMENT OF BACK-ORDERED PRODUCTS

If the Buyer’s purchase order concerns Products that are temporarily not available in the Seller’s warehouse at the time of the order, the Seller reserves the right to offer the Buyer the option to purchase such Products with the understanding that delivery will take place once the Products are available again and stock is replenished (so-called “Back-Ordered Products”). Specifically, once the order for Back-Ordered Products has been received, the Seller shall confirm the order to the Buyer and indicate the estimated date on which the Seller expects the Back-Ordered Products to be available for delivery, which date the Seller may update from time to time depending on changes in availability. From the first date the Back-Ordered Products actually become available, the Buyer shall have a maximum of 90 (ninety) days to collect the Products, after which the Seller may terminate the contract and shall be free to sell the Back-Ordered Products to third parties without incurring any liability. All other provisions of these General Terms and Conditions applicable in the event of failure by the Buyer to collect the Products shall also apply insofar as they are compatible.

6. PRICES – PAYMENT TERMS AND CONDITIONS – CONSEQUENCES OF NON-PAYMENT – PAY FIRST, THEN DISPUTE

6.1 The prices and payment terms shall be indicated by the Seller to the Buyer in the offer or order confirmation, and unless otherwise specified the applicable prices shall be those set out in the price list published on the DTM Ricambi website (www.stardiesel.com) and in force on the order date. Prices are stated in euros, excluding VAT (which where due shall be payable in accordance with the provisions set out in the invoice) and ancillary charges.

6.2 Unless otherwise agreed, Product prices are FCA DTM Ricambi, Bologna, Italy (Incoterms® 2020 - ICC), excluding packaging costs. Packaging costs, any transport costs, insurance charges, customs duties, export taxes or similar charges, and anything not expressly stated in the offer or order confirmation shall therefore be excluded from the price and borne by the Buyer. The Seller shall pack the Products using the type of packaging that at its sole discretion it deems most suitable for the method of transport agreed to from time to time, and the cost of such packaging shall be invoiced to the Buyer.

6.3 Any delay in payment beyond the agreed terms shall result in the Buyer being charged interest pursuant to Italian Legislative Decree 231/2002 as amended, without the need for formal notice of default, and in particular (subject to any future legal changes) interest at the rate applied by the European Central Bank to its most recent main refinancing operations plus eight (8) percentage points, in addition to bank charges and any costs incurred in recovering unpaid sums. In any case the Seller reserves the right to claim any further damages.

6.4 Non-payment, late payment or partial payment of any invoice or debit note issued by the Seller on the due date, the occurrence of events adversely affecting the Buyer’s financial or economic position or any other event constituting a breach by the Buyer shall result in the Buyer’s forfeiture of any agreed payment terms. The Seller shall have the right to take immediate action to recover outstanding debts at any time, even if not yet due and payable, without any requirement for notice and/or formalities.

6.5 Any complaints or claims by the Buyer regarding non-conformity or defects of the Products shall not entitle the Buyer to suspend or delay payment for any reason. The Buyer may not initiate or continue legal action against the Seller unless the price has first been paid in full in accordance with the contract terms.

6.6 In the cases referred to in Article 6.4 above, the Seller shall also have the right, at its sole discretion and without incurring any liability for damages, to: i) refrain from fulfilling the order, ii) suspend and/or refuse delivery of Products ordered and not yet delivered, even if such Products are unrelated to the non-payment or late payment in question, until full payment of the amounts due by the Buyer, iii) revoke or reduce any credit line granted to the Buyer and/or iv) request payment guarantees and/or different payment terms or methods for ongoing or future supplies.

7. PRODUCT RETURNS

7.1 Without prejudice to the provisions of Article 3.5 of these General Terms and Conditions, the Buyer may request the return of standard catalogue Products purchased within 14 (fourteen) days of receipt, provided they are new, unused, properly packaged and accompanied by a copy of the purchase invoice and the relevant delivery note, following the return procedure published on the DTM Ricambi website (www.stardiesel.com). The duly completed return request form must be sent to the e-mail address: resi@stardiesel.com. A copy of the return form is available for download from our website at the address www.stardiesel.com, in the private area of the DTM Ricambi website accessible to the Buyer following registration.

7.2 Upon receiving the request to return the Products, the Seller shall authorise shipment of the Products by assigning a return authorisation number (RMA), subject to its final decision following inspection of the Products. All transport costs and any customs charges or duties relating to the return of the Products to the Seller shall be borne entirely by the Buyer.

7.3 The Products shall be inspected within 10 (ten) working days of receipt by the Seller, which reserves the right to reject the return if the Products are not new, properly packaged and unused. Specifically, the Seller shall not accept returns of used, tampered with or damaged Products (e.g. actuators with cut wires or seized heads). Following authorisation of the return, the Seller shall issue a credit note to the Buyer for the amount of the invoice for the returned Products, to be offset against any further invoices issued by the Seller to the Buyer for additional purchases, or to be paid by the Seller at its discretion on terms and conditions to be agreed to.

7.4 The Seller reserves the right to authorise any returns requested by the Buyer after 14 (fourteen) days from its receipt of the goods, applying a penalty of 25% (twenty-five percent) of the total to be reimbursed. However, returns after 12 (twelve) months have elapsed from the date of delivery of the Products shall not be accepted.

8. CHARACTERISTICS OF THE PRODUCTS

8.1 The Seller declares that the Products comply with legislation and technical standards in force in Italy, as well as with European Community regulations of the sector, and with specific product standards in force at the time of the closure of the contract indicated by the Seller in the technical data sheets of the Products. Unless otherwise specified, the Seller warrants that the Products are interchangeable with equivalent products of the same type manufactured by original producers.

8.2 Before the closure of each single sales Contract, the Buyer must check that the Products are suitable for the purpose and/or specific use for which they intend to purchase them.

8.3 The Buyer assumes full liability for any divergence between Italian regulations and those of the destination country of the Products, exonerating the Seller from any liability in this regard and holding the Seller harmless against any claim for compensation for damage or sanction or any other economic consequence.

9. WARRANTY FOR DEFECTS

9.1 The Seller warrants that the Products shall be supplied in the quantities indicated in the Seller’s order confirmation and as described in the technical sheets for the Products subject to order confirmation, as published on the DTM Ricambi website (www.stardiesel.com), and that the Products shall be free from non-conformities or defects in materials and workmanship.

9.2 This Seller's warranty is valid for 12 months from the date of delivery of the Products to the Buyer. The Seller undertakes to remedy any conformity defect or flaw of the Products attributable to it occurring within 12 months from the delivery of the Products to the Buyer, according to the agreed ICC Incoterms® return term, provided that said conformity defect or flaw of the Products has been notified to it promptly in compliance with Article 10 below (hereinafter the "Warranty"). The duration of the Warranty shall not be extended or renewed further to the repair or replacement of the Products.

9.3 The Seller shall not be liable, and this Warranty shall not apply, if any non-conformities or defects in the Products arise from:

wear and tear, improper, insufficient or irregular maintenance of the Products;
Products stored or used in a manner not compliant with the Seller’s instructions or industry best practices;
failure to comply with use instructions and safety regulations relating to the Products;
accidental damage or incorrect assembly of the Products;
misuse, negligence or lack of skill by the Buyer and/or third parties engaged by the Buyer;
external causes including but not limited to water, fuel impurities, use of non-conforming fuels and/or additives, failure to clean the system, bad maintenance of the injection circuit;
incorrect mounting, assembly, installation or repair or carried out by unauthorised or unqualified personnel;
any use of the Product different from the standard use;
incorrect or incomplete technical specifications or drawings provided by the Buyer;
tampering or attempts to repair or modify the Product.

The suitability of the Products for a particular purpose or the promise of a particular performance only applies if guaranteed contractually. Specifically, the Seller provides no warranty as to the compliance of the Products with technical standards, specifications or requirements, or as to their suitability for specific uses, unless expressly agreed to in writing by the Seller in advance.

9.4 This Warranty is exclusive and replaces any other written, oral or implied warranty, which the Buyer expressly waives by accepting these General Terms and Conditions (including any right of recourse arising from the installation of the Products in consumer goods).

10. CLAIMS FOR DEFECTIVE PRODUCTS – LIMITATION OF SELLER'S LIABILITY

10.1 Any claims regarding non-conformities or defects in the Products must be reported to the Seller within 8 (eight) days of the Buyer's receipt of the Products. Under penalty of forfeiture, claims relating to hidden defects or non-conformities not detectable through ordinary diligence must be notified to the Seller within 8 (eight) days of discovery of the defect or non-conformity, and in any event within 12 (twelve) months of delivery of the Products, in accordance with the applicable ICC Incoterms delivery term.

10.2 The reporting of non-conformities or flaws must be made in writing to the address resi@stardiesel.com precisely specifying the defective Product, the product code and registration number, the relative lot, the date of delivery and the nature of the defect.

10.3 The Seller shall have the right to examine or have examined the Products reported by the Buyer as non-conforming or defective to verify whether the non-conformity or defect exists and is attributable to the Seller. Only if the Seller confirms that the non-conformity or defect exists and is attributable to the Seller based on detailed images and information provided by the Buyer with the report, at its sole discretion the Seller shall proceed to repair or alternatively replace the Products or their components found to be non-conforming or defective, or refund all or part of the price already paid by the Buyer if repair or replacement is not possible. The Buyer may not arrange for the return of Products considered to be non-conforming and/or defective without the Seller’s written authorisation. For the return of Products subject to dispute by the Buyer, the return procedure referred to in Article 7 above shall apply to the extent applicable.

10.4 If after inspection the Seller finds no non-conformity and/or defect in the Products, it may invoice the Buyer for the costs incurred in verifying the alleged defect or non-conformity and provide an estimate for any non-warranty repairs or replacements.

10.5 Except in cases of wilful misconduct or gross negligence by the Seller, the Seller’s liability shall be limited to the repair or replacement of Products found to be non-conforming and/or defective. As a result, any further liability of the Seller, whether contractual or non-contractual, or which can derive from or is in relation to the supply of non-conforming or defective Products, including but not limited to liability for any direct, indirect or consequential damage of any kind, for loss of profit or losses deriving from and/or connected to non-conformity or defects of the Products, recall campaigns, etc., is expressly excluded.

11. TERMINATION OF THE CONTRACT

The Seller may terminate the contract with the Buyer without notice by written declaration sent to the Buyer via certified email or registered letter with return receipt upon occurrence of any of the following events, pursuant to and for the purposes of Article 1456 of the Italian Civil Code:

breach of the obligations set out in Articles 2, 4, 5, 14.2 and 15 of these General Terms and Conditions and related contractual obligations;
failed partial or total payment of what is due by the Buyer according to the times and procedures envisaged in the contract;
in the event of declaration of bankruptcy of the Buyer or in the event that it is subject to an insolvency procedure.

In the above cases, the Buyer shall in any case be obliged to pay for the Products already delivered or manufactured, in addition to any possible compensation for damages.

12. APPLICABLE LAW AND JURISDICTION – LANGUAGE

12.1 These General Terms and Conditions and any supply contracts the Seller is a party to shall be governed in all respects by Italian law, and in the case of international sales contracts for movable goods as defined in Article 1 of the 1980 Vienna Convention by that Convention unless waived in writing by the parties.

12.2 Any dispute arising out of or relating to these General Terms and Conditions and the sales contracts concluded under them shall be subject to the exclusive jurisdiction of the court of Bologna.

12.3 These General Terms and Conditions are drawn up in both Italian and English. In the event of questions of interpretation, the Italian version shall prevail.

13. FORCE MAJEURE AND LIMITATION OF THE SELLER'S LIABILITY

13.1 The Seller shall not be liable to the Buyer for any failure to perform caused by events beyond the Seller’s reasonable control, including but not limited to strikes, transport disruptions, natural disasters, wars, civil unrest, administrative seizure measures, embargoes, laws or regulations of any territorial body or administrative authority, carrier/forwarder delays, shortages of raw materials or late or failed delivery of materials from suppliers.

13.2 The warranties and liabilities of the Seller arising from or in connection with contracts concluded under these General Terms and Conditions are limited to those expressly set out herein. Except in cases of wilful misconduct or gross negligence by the Seller, the Seller shall have no further liability in connection with the Products and shall in no case be liable for direct, indirect or consequential damages, loss of profit or direct or indirect losses of any kind (including personal injury and property damage) arising from the purchase of the Products. The Buyer acknowledges that the Seller’s total liability arising out of and/or related to contracts concluded under these General Terms and Conditions shall in any case be limited to the amount paid by the Buyer for the relevant Products, plus any amount paid out under the Seller’s insurance policies.

13.4 The Buyer shall maintain adequate insurance coverage with a primary insurer for third-party liability for personal injury, property damage and business interruption, wherever occurring, with a sufficient per-claim limit, and such insurance shall include a waiver of subrogation or recourse against the Seller.

14. PRIVACY NOTICE – CONFIDENTIAL INFORMATION

14.1 In compliance with the GDPR, it should be noted that all personal data shall be processed by the Seller as Data Controller, using paper and electronic devices, only within the limits strictly necessary, for purposes connected with the performance of this contract. The Buyer may at any time exercise their rights in compliance with Regulation 679/2016/EU, such as to request access to the data and/or their rectification in the event there are errors, their erasure (e.g. if no longer necessary), the limitation of processing and portability, besides lodging a complaint with the Supervisory Authority (Italian Data Protection Authority). The complete privacy policy drawn up pursuant to articles 13 and 14 of Regulation 679/2016/EU is available at the company’s registered office or on the website www.stardiesel.com.

14.2 The Seller’s know-how and all confidential information (including but not limited to personal data, technical and/or commercial data and drawings, designs, estimates, forecasts and analyses, trade secrets, financial information, product, service, customer and supplier information, software, formulas, inventions, patentable or unpatentable production methods and processes) are the exclusive property of the Seller and are made available to the Buyer in strict confidence solely for the purpose of performing the supply contract concluded under these General Terms and Conditions. The Buyer therefore agrees to use the Seller’s confidential information solely to the extent strictly necessary for the performance of each contract and use of the related Products, and not to disclose such confidential information to any third party unless expressly authorised in writing by the Seller.

15. TRADEMARKS AND COPYRIGHTS

15.1 The Buyer acknowledges that the “STAR DIESEL” trademark appearing on the packaging and/or on the Products and any other distinctive mark, trade name or expression used by the Seller in connection with its promotional activities and sale of the Products are the exclusive property of the Seller.

15.3 The Buyer shall not register, apply for or permit others to register or apply for the above-mentioned trademark, trade name or expressions used by the Seller in the sale of the Products (which shall remain the exclusive property of the Seller), or any similar or confusingly similar terms or expressions.

15.4 Any wording, label and/or other description or identification affixed to the Products sold by the Seller and/or to their packaging may not be removed without the Seller’s written consent. Any alteration and/or modification of wording, trademarks, technical data or labels applied by the Seller shall constitute counterfeiting and/or unlawful conduct punishable at the Seller’s initiative against both the Buyer and third-party holders and/or successors in title in respect of the Products purchased from the Buyer. In such cases the Buyer shall forfeit any right to warranty coverage for the Products.