GENERAL TERMS AND CONDITIONS OF SALE OF SERVICES/PRODUCTS

1. GENERAL

1.1 These General Terms and Conditions (“General Conditions”), unless specifically overridden in writing at the time of acceptance of the Offer or submission of the Order (as defined below), govern the sales of services and/or products (“Services/Products”) by STS S.r.l. a socio Unico (“STS”) to the purchaser (“Customer”).

1.2 The General Conditions form an integral and substantial part of the proposal for the sale of the Services/Products formulated by STS to the Customer (“Offer”).

1.3 Acceptance of the Offer by the Customer shall result in the conclusion of the contract (“Contract”) for the sale of the Services/Products by STS.

1.4 By accepting the Offer, the Customer declares that they have read, understood, and accepted all the clauses of the General Conditions.

2. CHARACTERISTICS OF THE SERVICES/PRODUCTS

2.1 The characteristics and technical specifications of the Services/Products are indicated solely in the Offer and any related attachments; any different representations contained in catalogs and/or promotional materials shall have no validity for this purpose.

2.2 By accepting the Offer, the Customer acknowledges having carefully examined the characteristics of the Services/Products and deems them suitable for their needs.

2.3 With specific reference to the Heat Treatment service, the Customer, by accepting the Offer, acknowledges and accepts that the Heat Treatment, by its very nature, produces changes in the base structure of the treated material, resulting in dimensional variations.

3. ORDERS, OFFERS AND REQUESTS FOR QUOTATION

3.1 Purchase requests for the Services/Products submitted by the Customer (“Orders”) and Requests for Quotation (“RFQ”) must be sent by email directly to STS in Cellatica (BS) at commercialebs@sts-group.it or to an authorized local agent.

3.2 STS’s Offers contain an essential deadline for Customer acceptance, after which the Offer shall be void.

3.3 In order to be processed by STS, an RFQ must include all necessary information (technical drawing, previous and required thermal or surface treatments, coating exclusion areas, packaging instructions, etc.) to correctly identify materials and surface conditions for technical evaluation and issuance of the Offer.

4. PRICES

4.1 The prices indicated by STS (“Prices”), unless otherwise agreed, do not include costs for packaging, transport, installation, or any taxes, which are borne by the Customer.

5. DELIVERY OF MATERIAL TO BE PROCESSED AND DELIVERY OF FINISHED PRODUCT

5.1 For Services/Products requiring processing of Customer-supplied materials, such materials must be delivered to STS in perfect condition at STS’s premises in Cellatica (BS, 25060), Via Guido Rossa 58, or at the local unit in Monteveglio (BO, 40050), Via Tasso 8. STS will not process defective, damaged, or unsuitable materials and will return them at the Customer’s expense.

5.2 Delivery of the Services/Products to the Customer (“Delivery”) shall be made at STS’s premises in Cellatica (BS), Via Guido Rossa 58, or at the local unit in Monteveglio, Via Tasso 8, 40050 BO, unless otherwise agreed.

5.3 Delivery is always Ex-Works. Even if STS and the Customer agree that Delivery shall take place at the Customer’s premises or another location, all transport costs and liabilities from STS’s plant of origin shall be borne by the Customer. STS is not responsible for loss or damage once the Products have been handed over to the first carrier.

5.4 Any agreed delivery date is purely indicative and STS shall not be liable for failure to meet it.

5.5 If the Customer fails to collect the Products within the time indicated by STS, storage, maintenance, and custody charges will be charged to the Customer.

6. PAYMENT

6.1 Payment methods and terms for the Services/Products shall be agreed in advance between the Customer and STS and specified in the Offer. Late payment will incur default interest calculated in accordance with Legislative Decree 231 of October 9, 2002, and collection costs.

6.2 If payment is delayed by more than 30 days, STS may suspend any supply to the Customer and terminate all existing contracts with the Customer pursuant to Article 1456 of the Italian Civil Code, without prejudice to other legal remedies.

7. CLAIMS

7.1 Pursuant to Article 1495 of the Italian Civil Code, any defects in the Services/Products must be reported in writing, under penalty of forfeiture, within 8 days of Delivery or discovery. Claims (“Claims”) must be sent to STS in Cellatica (BS) at reclami@sts-group.it, indicating the Order and the reasons for the Claim. Legal provisions apply to defects.

7.2 No Claim will be accepted for Products that have been altered or modified by the Customer or third parties after Delivery. STS shall not be held responsible for tampered Products.

8. STORAGE AND USE OF THE PRODUCT

8.1 The Customer must comply with proper and safe storage and use instructions for the Products in accordance with their technical characteristics.

8.2 The Customer is solely responsible for the storage and safe use of the Products after Delivery.

8.3 STS provides no warranty regarding the use of the Products; therefore, STS is exempt from any liability, and no compensation may be claimed for direct or indirect damages of any kind to persons or property resulting from the use of the Products.

9. WARRANTIES AND LIABILITY

9.1 STS exclusively warrants the quality of materials and coatings and the conformity of the Services/Products to the descriptions and technical specifications set forth in the Offer (“Warranty”).

9.2 The Warranty shall remain in effect for one year from the date of Delivery to the Customer.

9.3 STS shall only service Products that, within the Warranty period, exhibit defects due to processing not in accordance with the Offer. Products or parts to be repaired or replaced must be delivered to STS’s facilities in Brescia (Via Guido Rossa 58, 25060 Cellatica BS) or Bologna (Via Tasso 8, 40050 Monteveglio BO).

9.4 STS’s Warranty service does not extend or renew the original Warranty period.

9.5 With specific reference to the Heat Treatment service, the Customer acknowledges that STS cannot be held liable for any changes to the material’s base structure as described in clause 2.3.

9.6 If the material subjected to Heat Treatment exhibits defects due to STS’s fault, STS’s liability shall be limited solely to the cost of the weight of the treated material, regardless of any increase in value from subsequent mechanical processing, up to a maximum of twice the fee agreed for the Heat Treatment service.

10. KNOW-HOW

10.1 For the purposes of these General Conditions, “Know-How” means any technical information, data, technological formula, drawing, document, information (including economic), or any figurative representation of any kind, whether patented or not, included in the technical specifications, Orders, and/or Offers, transmitted by STS to the Customer for the execution of the Services.

10.2 The Know-How is and remains the property of STS for the duration of the Contract and thereafter; the Customer undertakes not to infringe or disturb such proprietary rights of STS.

10.3 The Customer also undertakes to keep strictly confidential every element comprising the Know-How, on behalf of itself and its shareholders, directors, employees, and external collaborators. This obligation shall remain in effect for the duration of the Contract and for ten years following its expiration or termination for any reason.

11. QUALITY SYSTEM

11.1 STS bases its quality system on the following standards:
– ISO 9001:2015 Quality Management System;
– ISO 14001:2015 Environmental Management System;
– ISO 45001:2018 Occupational Health and Safety Management System.

12. PRIVACY

12.1 It is agreed between the Parties that, in accordance with Legislative Decree no. 196/2003 as amended and EU Regulation 2016/679, all personal data exchanged during the performance of the Contract will be processed by each Party solely for the purposes indicated in the Contract and for its execution, as well as to comply with any legal, regulatory, or data protection authority requirements. Data shall be processed manually and/or electronically in compliance with the principles of lawfulness, transparency, and fairness, and with adequate security measures to protect confidentiality and rights recognized by law. Any personal data of third parties lawfully collected by one Party and communicated to the other will be processed for the purposes for which they were collected and in compliance with applicable law. If sensitive and/or special categories of personal data of third parties are transmitted, they will be processed only if necessary for contract execution or the purposes for which they were collected, always in full compliance with legal requirements. Should the Customer collect and/or communicate to STS personal and/or sensitive data of third parties without their explicit prior consent or in violation of the law, the Customer shall be solely responsible for any claims, requests, or legal actions by third parties or authorities. In this regard, the Customer shall hold STS harmless from any liability arising from unlawful processing, storage, or communication of such data.

13. APPLICABLE LAW AND JURISDICTION

13.1 The Contract between STS and the Customer is governed by Italian law. Any dispute relating to or arising from the Contract shall fall under the exclusive jurisdiction of the Court of Milan, to the exclusion of any other venue, including in the case of warranty claims, joinder, or connection of proceedings.

14. AVAILABILITY AND APPROVAL OF THESE TERMS

14.1 These Terms of Supply are available for download on the STS website at: https://www.sts-group.it/wp-content/uploads/2022/06/STS_Condizioni-di-Fornitura.pdf. Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the following clauses are specifically approved: no. 2 (Characteristics of the Services), no. 3 (Orders, Offers and Requests for Quotation), no. 4 (Prices), no. 5 (Delivery of Material to be Processed and Delivery of Finished Product), no. 6 (Payment), no. 7 (Claims), no. 8 (Storage and Use of the Product), no. 9 (Warranties and Liability), no. 10 (Know-How), and no. 13 (Applicable Law and Jurisdiction).