1. General Provisions

1.1 These General Terms and Conditions of Sale apply to any and all sales, deliveries, and offers of products (the Products) by P.T. Trading Srl, with registered office at Via Idice 181, 40050 Monterenzio (BO), Italy, share capital € 500.000 fully paid, VAT number, tax code and registration number with the Bologna Companies Register 03837231202. Unless expressly accepted in writing by P.T. Trading Srl, any general terms and conditions of purchase from the Customer that conflict with these General Terms and Conditions of Sale shall be ineffective, even if P.T. Trading Srl does not explicitly reject such conflicting terms or proceeds with the supply of products without reservation, despite being aware of the existence of differing purchase terms and conditions.

1.2 Any derogation, exception, or additional condition shall be binding on P.T. Trading Srl only if expressly agreed in writing between the parties. This also applies to any amendment to this Clause 1.2.

2. Prices / Orders

2.1 Unless otherwise agreed in writing, prices are Ex Works (Incoterms 2010) from the P.T. Trading Srl facility making the supply and do not include packaging, insurance, taxes, duties, or any other costs that may be charged for the export or import of goods. VAT will be charged separately by P.T. Trading Srl at the applicable rate on the invoice date.

2.2 Agreed prices may be adjusted to reflect increases in material costs, wages, and labor costs, taking into account any reductions in other types of costs.

2.3 Customer orders shall not be binding on P.T. Trading Srl until confirmed in writing (including by fax or email). If the Customer cancels an order for products to be manufactured by P.T. Trading Srl specifically for the Customer and semi-finished processing has already been carried out, P.T. Trading Srl shall be entitled to reimbursement of the direct and indirect costs incurred for such processing.

2.4 Agreed prices are subject to change. P.T. Trading Srl may adjust prices at any time without Customer consent to reflect increases in any type of cost (including, but not limited to, material costs, transportation costs, or production costs due to volume changes or any other cause), taking into account any decreases in other costs. Such price increases shall apply upon written notice to the Customer. Upon written request, P.T. Trading Srl shall explain and provide reasonable evidence of the relevant factors for any price increase.

3. Delivery

3.1 Unless otherwise agreed, delivery shall be Ex Works (Incoterms 2010) from the P.T. Trading Srl facility making the supply. The Products shall remain the property of P.T. Trading Srl until full payment of the purchase price.

3.2 Compliance with any delivery term by P.T. Trading Srl is subject to the Customer fulfilling all contractual and cooperative obligations.

4. Payment Terms

4.1 Unless otherwise agreed, payment must be made by bank transfer within 30 days from the invoice date to the bank account indicated on the invoice issued by P.T. Trading Srl. Except for charges applied by P.T. Trading Srl’s bank, the Customer shall bear all bank costs and fees.

4.2 In case of payment delays, P.T. Trading Srl may, without further notice: (i) suspend delivery of Products, (ii) charge late payment interest as provided by law, and/or (iii) at its sole discretion, terminate any accepted order not yet fully delivered.

5. Products

5.1 Any information about the Products, such as dimensions, models, and other technical specifications, usage, or any other data contained in brochures, leaflets, newsletters, advertisements, illustrations, or price lists of P.T. Trading Srl shall be considered binding only to the extent agreed in writing between P.T. Trading Srl and the Customer.

5.2 FFF Changes are subject to prior Customer consent; such consent shall not be unreasonably or unjustifiably withheld, delayed, or conditioned. If the Customer does not object to a request for FFF Change within 14 days of notification by P.T. Trading Srl, the Customer’s consent to the notified change shall be deemed given. P.T. Trading Srl shall have no obligation to implement changes requested by the Customer. For the purposes of this clause, FFF Changes means any change in form, fitness, or functionality.

6. Quality

6.1 The Customer must inspect the Products upon arrival and report any apparent defects, rejecting all non-conforming Products within 8 days of receipt at the Customer’s facility, regardless of whether payment has already been made. Failure to report within the above timeframe shall void the warranty and preclude any Customer action to assert such apparent defects.

6.2 If the Customer justifiably rejects the Products under Clause 6.1, or if a hidden defect is discovered before the Product or the machinery/vehicle in which it is installed is delivered to the end customer and the Customer notifies P.T. Trading Srl within 8 days of discovering such defect, P.T. Trading Srl shall, at its discretion, repair or replace the relevant Products free of charge.

7. Warranty / Liability

7.1 Upon delivery, the Products shall be free from material and workmanship defects and shall conform to the agreed technical specifications. The warranty period shall be: (i) 12 months or 2,000 operating hours (whichever comes first) for driveline Products branded Spicer®, or (ii) 12 months for all other Products, starting from the date of the invoice issued by the Customer to the end customer or reseller. In any case, the warranty period shall not exceed 18 months from the date of the invoice issued by P.T. Trading Srl to the Customer. In the event of defects, P.T. Trading Srl shall proceed with one of the following options: (i) if the repair is carried out by the Customer with prior written consent from P.T. Trading Srl, it will reimburse the Customer for the cost of spare parts according to P.T. Trading Srl’s official spare parts price list, including any applicable discount, and up to the purchase price of the Product in question; or (ii) it will carry out the repair free of charge at its premises or at an authorized service center, provided that the Customer sends the defective Product, at its own expense, to the repair location chosen at P.T. Trading Srl’s sole discretion. Warranty claims will be handled in accordance with P.T. Trading Srl’s Standard Warranty Terms, as updated from time to time and available upon request by contacting purchasing@pt-trading.it. Any further claims for compensation, indemnity, or remedies related to Product defects, regardless of their nature, amount, or legal basis, are expressly excluded, except in cases of willful misconduct or gross negligence by P.T. Trading Srl. Except as provided in these General Terms and Conditions of Sale, no other warranties, express or implied, are given in relation to the Products.

7.2 The warranty does not cover: (a) Products or parts not purchased directly from P.T. Trading Srl; (b) Products supplied prior to approval of the related production; or (c) Products that have been subject to: (i) maintenance and/or repair not carried out in accordance with P.T. Trading Srl’s official service manual, available upon request at purchasing@pt-trading.it; (ii) storage or transport conditions not compliant with P.T. Trading Srl’s requirements, available upon request at purchasing@pt-trading.it; (iii) non-professional installation of Products or accessories; (iv) damage caused by wear and tear; (v) damage during assembly or installation; (vi) use of the Product or its application not in accordance with the agreed application requirements or Product specifications; and/or (vii) use of components, lubricants, or accessories not approved by P.T. Trading Srl.

7.3 TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, INCLUDING FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, FOR ANY LOSS OF PROFIT, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE CONTRACTUAL RELATIONSHIP BETWEEN THE PARTIES. NOTHING IN THIS CLAUSE SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY, OR FOR DAMAGES RESULTING FROM FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL BREACH OF CONTRACTUAL TERMS.

8. Confidentiality and Data Protection

8.1 Confidential Information shall mean any and all information and documents relating to the business of either party, including but not limited to trade secrets, technical and development information, production, sales, marketing, and pricing data.

8.2 Each party agrees to keep the other party’s Confidential Information, or that of its parent, subsidiary, or affiliated companies (Affiliates), strictly confidential and not to disclose such information to third parties, except to employees, legal representatives, Affiliates, suppliers, and subcontractors who need to know such information, provided that the disclosing party remains responsible for ensuring compliance with this clause by such persons. The receiving party shall use the disclosing party’s Confidential Information solely for the purpose of the contractual relationship and shall not use it for economic exploitation, reproduction, reverse engineering, manufacturing or assembling the same or similar products, performing services related to such products, or filing any intellectual property registration based on such information.

8.3 All Confidential Information provided or made available by one party to the other shall remain the exclusive property of the disclosing party. The disclosing party shall retain ownership of its Confidential Information. Upon written request, all Confidential Information and any copies, summaries, or derivatives thereof shall be promptly returned to the disclosing party or destroyed, at the disclosing party’s discretion.

8.4 Any personal data provided to or collected by P.T. Trading Srl shall be stored and processed in accordance with P.T. Trading Srl’s Privacy Policy. Where the Customer provides personal data of its employees to P.T. Trading Srl, the Customer is responsible for informing its employees about P.T. Trading Srl’s Privacy Policy.

9. Miscellaneous

9.1 These General Terms and Conditions of Sale and all contracts to which they apply shall be governed by and construed in accordance with Swiss law, excluding its private international law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply under any circumstances.

9.2 In the event of force majeure or other circumstances beyond a party’s control—such as labor disruptions, strikes, shutdowns, government bans, shortages of energy or transportation, operational interruptions, natural disasters, fires, floods, acts of terrorism, etc.—affecting either party directly or indirectly, any delay or failure in fulfilling obligations under this agreement shall not be considered a breach. The performance deadline shall be extended for a reasonable period necessary to overcome the effects of the force majeure event. The affected party shall promptly notify the other party of such events, indicating the expected start and end dates.

9.3 All disputes between the parties arising from or in connection with any contract to which these General Terms and Conditions of Sale apply shall be resolved under the Arbitration Rules of the International Chamber of Commerce by a sole arbitrator appointed in accordance with said rules. The language of arbitration shall be English, and the place shall be Zurich, Switzerland.

9.4 Failure to exercise any right under this agreement shall not be deemed a waiver of such right.

9.5 A party shall not have the right to offset any claim it may have under this agreement against any debt, unless such claims are legally binding, undisputed, or acknowledged by the other party.

9.6 If these General Terms and Conditions of Sale are issued in any language other than English, the English version shall prevail in case of discrepancies between language versions.

9.7 Any total or partial invalidity of a clause in these General Terms and Conditions of Sale shall not affect the validity of the entire clause or the entire General Terms and Conditions of Sale.