General Terms and Conditions of Sale

1. PRELIMINARY REMARKS

1.1 – The General Terms and Conditions of Sale, published on the website www.rdmpack.it, shall apply to all sales contracts concluded by RDM PACK S.r.l. (hereinafter referred to as "RDM PACK") with its customers (hereinafter the “Customer” or “Customers”), unless expressly waived or amended in writing by the parties.

1.2 – The General Conditions represent the standard regulatory framework governing the relationship between RDM PACK and the Customer, regardless of the specific supply that may be the subject of the individual order. Exceptions are only valid if expressly stated in the purchase order and in the sales confirmation, or in later communications signed by both parties. These General Terms are considered accepted even in the absence of a document signed by the Customer referencing or including them.

1.3 – Wherever the term “in writing” is used in these General Conditions, it shall mean “by a document signed by both parties,” or by “letter, email and/or certified email (PEC).”

2. SUBJECT MATTER

2.1 – RDM PACK agrees to sell, and the Customer agrees to purchase, the materials (the "Materials") specified in the Supply Agreement or in the accepted Purchase Order.

2.2 – Any amendments to these General Terms and Conditions of Sale may only be made in writing within the Supply Agreement or in the accepted Purchase Order.

3. ORDERS AND CONTRACT FORMATION

3.1 – Purchase orders must be submitted using the form provided by RDM PACK. RDM PACK reserves the right to accept orders submitted in different formats and may request the Customer to provide any missing or additional details.

3.2 – All orders are governed by these General Terms and any special conditions specifically stated in writing within the order.

3.3 – A purchase order shall be deemed accepted by RDM PACK when: (i) the Customer receives a written "sales confirmation" signed by RDM PACK; or (ii) the Customer receives a copy of their purchase order bearing RDM PACK’s stamp and signature as acceptance. In the absence of express acceptance, any delivery of goods by RDM PACK shall not imply tacit acceptance of the received order.

3.4 – If RDM PACK includes modifications in its sales confirmation that differ from the terms originally stated by the Customer in the order, such modifications shall be deemed accepted unless the Customer notifies RDM PACK within five (5) days from receipt of the sales confirmation of their intent to withdraw from the purchase. Any such modifications made by RDM PACK will be clearly highlighted in the appropriate section of the sales confirmation.

4. PRICES

4.1 – The sale prices of the goods supplied by RDM PACK to the Customer shall be those indicated in the accepted Purchase Order.

4.2 – However, the prices may be subject to increases in the event of circumstances that significantly affect them, such as, by way of example only, a substantial rise in the cost of raw materials, labor, energy, duties, or significant fluctuations in exchange rates. In such cases, any price variation shall be proportional to the increase in costs.

5. PAYMENTS

5.1 – Payment of the price must be made exclusively to RDM PACK in accordance with the terms and conditions indicated in the sales confirmation or in the invoice.

5.2 – No dispute or claim raised by the Customer shall entitle them to delay or suspend, in whole or in part, the payment due.

5.3 – In the event of non-payment of the price, even partial, within the agreed terms, RDM PACK shall have the right to suspend the delivery of goods, including those relating to orders other than the one affected by the non-payment, without prejudice to any other legal rights and remedies, including partial termination of the contract and, in any case, the right to compensation for damages.

5.4 – If payment has been agreed in instalments, failure to pay even a single instalment—regardless of the amount—shall result in the loss of the Customer's right to deferred payment, making the entire outstanding amount immediately due and payable to RDM PACK.

5.5 – In the event of delayed payment beyond the agreed term, default interest shall accrue automatically from the day following the due date, calculated in accordance with Article 5 of Italian Legislative Decree no. 231/2002, as amended, without prejudice to any other rights of RDM PACK.

6. RETENTION OF TITLE AND RISK – DELIVERY TERMS

6.1 – RDM PACK shall retain title and ownership of the Materials until full payment of the consideration specified in the Supply Agreement or in the accepted Purchase Order.

6.2 – All risk of loss or damage to the Materials shall pass to the Customer upon delivery, in accordance with the Supply Agreement or the accepted Purchase Order.

6.3 – In any case, regardless of delivery and shipping terms, the Customer agrees to obtain all necessary permits and authorizations, however named, required for the transport and placement of the goods at the agreed location. RDM PACK shall make every reasonable effort to fulfill the order within the agreed time. However, delivery terms are indicative.

7. CLAIMS

7.1 – If no complaint is received within eight (8) days from receipt of the goods, the Customer shall forfeit any right to claim for alleged defects and/or non-conformities of the delivered goods. The use of the goods by the Customer shall be deemed as full acceptance of their quality.

7.2 – In the event that RDM PACK is required to provide a warranty for defects or lack of quality, the provisions of Articles 1490 et seq. of the Italian Civil Code shall apply, subject to the following exceptions and specific clauses:

• Notification of the defect must be made in writing;
• The deadline for notification is eight (8) days from the delivery of the goods, or, in the case of hidden defects, from the date of their discovery;
• Within ten (10) days of submitting the complaint, the Customer must, under penalty of forfeiture of the warranty, in the presence of a representative of RDM PACK, take samples of the allegedly defective goods to be handed over to said representative;
• The goods subject to the claim must not be used, mixed with other goods, or improperly stored by the Customer, under penalty of forfeiture of the warranty;
• The Customer must act with the utmost diligence to limit any harmful consequences arising from the defects found in the goods by taking all appropriate measures or initiatives to that end;
• RDM PACK shall not be held liable for defects or harmful consequences resulting from improper storage or use of the goods in an incorrect, careless, or non-compliant manner with the instructions provided or implied by applicable technical standards and best practices;
• The warranty does not cover any lack of quality or characteristics of the goods not expressly mentioned in the sales specifications or in the sales confirmation;
• The Customer may enforce the warranty through legal means, but may not suspend payment of the amount due, not even partially;
• RDM PACK’s liability for damages is limited to the value of the individual supply of the defective or non-conforming goods, excluding compensation for indirect damages, loss of profit, harm to business reputation, damages to third parties, etc., without prejudice to mandatory legal provisions;
• RDM PACK shall not be liable for damages caused by the goods and by the products made with them unless the sale is made in its own name; under no circumstances shall it be liable where the sale is made in the name of the Customer or third parties, or when the packaging, labeling, or branding used refers to RDM PACK without its consent or is counterfeit or otherwise misused;
• In the event of a termination request by the Customer, RDM PACK shall have the right to prevent it by replacing the defective goods with equivalent and suitable goods matching those originally supplied, under the same terms and conditions and with the same guarantees, with RDM PACK’s liability limited solely to any delay in supplying the replacement;
• RDM PACK shall not be liable for defects or harmful consequences suffered by third parties resulting from the Customer’s actions, such as reselling the goods without providing full and adequate information on their characteristics, use, and any other relevant and necessary information. In the event of third-party claims, the Customer shall fully indemnify and hold RDM PACK harmless;
• The Customer expressly waives the right of recourse under Article 131 of the Consumer Code (Law no. 229 of July 29, 2003), if applicable against RDM PACK, in the event of claims raised by consumers or other sellers or intermediaries;
• The level of performance of the goods in the specific application made by the Customer shall not constitute a defect or lack of quality, as RDM PACK provides no guarantee in this regard.

8. WARRANTY

8.1 – Without prejudice to the provisions of Article 7, RDM PACK guarantees that the goods will conform to the agreed terms and be free from defects and faults for a period of twelve (12) months from the delivery date, except for products with a shorter shelf life indicated on the label. RDM PACK therefore undertakes to remedy any non-conformity, defect, or fault attributable to it occurring within twelve months from delivery, provided that such non-conformity, defect, or fault is reported in a timely manner in accordance with these General Conditions.

8.2 – RDM PACK shall not be liable for the application of lithographs, prints, trademarks, names, texts, logos, designs, etc., carried out upon the Customer’s request, nor for any infringement of patents, registered or unregistered designs, copyrights, trademarks, or other intellectual or industrial property rights resulting from compliance with the Customer's (explicit or implied) instructions for product creation. Any third-party claims in this regard shall be handled directly by the Customer, who shall not seek recourse against RDM PACK and shall fully indemnify it against any such claims, including legal costs.

8.3 – RDM PACK reserves the right to refuse, suspend, or interrupt supply if it believes that the lithographs, prints, trademarks, names, texts, logos, or designs involved are counterfeit or represent unfair competition, without any liability arising for RDM PACK as a result.

9. MAJEURE FORCE

9.1 – RDM PACK shall not be held liable to the Customer for any breach, including delayed and/or failed delivery, caused by events beyond RDM PACK’s reasonable control such as, but not limited to: delays or non-deliveries of raw materials by suppliers, strikes or other labor actions, transportation disruptions or difficulties, epidemics, pandemics, or suspension/interruption of RDM PACK’s activity due to orders from authorities for reasons not attributable to RDM PACK.

10. DELIVERY AND TRANSPORT

10.1 – RDM PACK will arrange, also through a trusted carrier, the shipment of the products purchased by the Customer to the address specified in the order confirmation.

10.2 – The transport cost is already included in the final price indicated in the order confirmation, where the sale is agreed as “delivered duty paid” (franco destino).

11. COMMUNICATIONS

11.1 – All communications must be made in writing and sent via certified email (PEC) and/or registered letter to the addresses specified in the accepted Purchase Order and related order confirmation.

12. CONFIDENTIALITY

12.1 – The terms and conditions of the Supply Agreement or of the accepted Order Confirmation are confidential in nature. Each Party, including its employees, consultants, collaborators, and contractors, shall not disclose such information to third parties except in the following cases: (i) where jointly agreed by the Parties; (ii) where it is necessary to share such information with lawyers, accountants, other professional advisors, potential financiers, assignees, successors, or transferees of the Party; (iii) where disclosure is required by an order of a governmental or judicial authority or is necessary for either Party to legally assert its rights before a Court or in any other judicial or administrative proceeding.

13. PRIVACY

13.1 – The processing of the Customer’s data, including for administrative and contractual purposes, whether in paper or electronic form, is carried out in full compliance with the provisions of Legislative Decree no. 101 of August 10, 2018. The Data Controller is RDM PACK S.r.l. – Via Pasubio no. 12 – 20026 – Novate Milanese (MI), Italy.

14. APPLICABLE LAW AND JURISDICTION

14.1 – These General Terms and Conditions, the Supply Agreement, the Purchase Order, and the Order Confirmation shall be governed by Italian law, with the express exclusion of the application of the Vienna Convention on the International Sale of Goods.

14.2 – Any dispute relating to these General Terms and Conditions, the Supply Agreement, or the accepted Purchase Order with the related Order Confirmation shall fall under the exclusive jurisdiction of the Court of Milan (Italy).