GENERAL CONDITIONS

1. General

1.1 These general conditions are applicable together with the contract conditions. In case of contradiction the contract conditions will prevail.

1.2 This contract of sales is governed by the United Nations Convention on the International Sales of Goods and, with respect to questions not covered by such Convention by the laws of Italy.

1.3 Any reference made to trade terms (such as EXW, CIP, etc.) is deemed to be made to Incoterms published by the International Chamber of Commerce and current at the date of conclusion of this contract

2. Characteristics of the Products - Modifications

2.1 Any information or data relating to technical features and/or specifications of the Products contained in dépliants, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the Contract.

2.2 The Seller may make any change to the Products which, without altering their essential features, appear to be necessary or suitable.

3. Time of delivery

3.1 If the Seller expects that he will be unable to deliver the Products at the date agreed for delivery, he must inform the Buyer within the shortest delay, in writing, of such occurrence, stating, as far as possible, the estimated date of delivery. It is agreed that if a delay for which the Seller is responsible lasts more than 6 weeks, the Buyer will be entitled to terminate the Contract with reference to the Products the delivery of which is delayed, by giving a 10 days' notice, to be communicated in writing to the Seller.

3.2 Any delay caused by force majeure (as defined in art. 9) or by acts or omissions of the Buyer (e.g. the lack of indications which are necessary for the supply of the Products), shall not be considered as a delay for which the Seller is responsible.

3.3 In case of delay in delivery for which the Seller is responsible, the Buyer may request, after having summoned in writing the Seller, a compensation for the damages actually suffered, within the maximum amount of 5% of the price of the Products the delivery of which has been delayed.

3.4 Except in case of fraud or gross negligence, the payment of the amounts indicated in art. 3.3 excludes any further compensation for damages arising out of non-delivery or delayed delivery of the Products.

4. Delivery and shipment - Complaints

4.1 Except as otherwise agreed, the supply of the goods will be Ex Works, even if it is agreed that the Seller will take care, in whole or in part, of the shipment.

4.2 In any case, whatever the delivery term agreed   between the parties, the risks will pass to the Buyer, at the latest, on delivery of the goods to the first carrier.

4.3 Any complaints relating to packing, quantity, number or exterior features of the Products (apparent defects), must be notified to the Seller, by e-mail, within 7 days from receipt of the Products; failing such notification the Purchaser's right to claim the above defects will be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the Seller, by e-mail, within 7 days from discovery of the defects and in any case not later than 12 months from delivery; failing such notification the Purchaser's right to claim the above defects will be forfeited.

4.4 It is agreed that any complaints or objections do not entitle the Buyer to suspend or to delay payment of the Products as well as payment of any other supplies.

5. Prices

Unless otherwise agreed, prices are to be considered Ex Works, for Products packed according to the usages of the trade with respect to the agreed transport means. It is agreed that any other cost or charge shall be for the account of the Buyer.

The Distributor is free to fix the resale prices of the Products, with the only exception of maximum resale prices that the Supplier may impose. The Supplier may indicate non binding resale prices, provided this does in no way limit the Distributor's right to grant lower prices to his customers, that shall not be however less than 25% of the retail resale prices

6. Payment conditions

6.1 Should the parties have agreed to postponed payment, this shall be carried out according to a previous agreement between the parties by means of a bank transfer. Payment is considered as completed when the sum becomes available for the Seller at his bank in Italy.

6.2 Should the parties have an agreement on advance payment with no further indications, advance payment is assumed as referred to the full price. Unless otherwise agreed, payment shall be credited to the Seller’s account within 5 working days from the date of sending of a confirmation of order to the Purchaser.

In the event of the Seller not receiving the sum at his bank in Italy within the above mentioned terms, the order shall be cancelled.

6.3 Should the parties have an agreement on payment by means of documentary credit, unless otherwise agreed, the Purchaser shall ensure that the Seller is notified of an irrevocable documentary credit, issued in compliance with Uniform Customs and Practice for Documentary Credits by the CCI abiding to the indications received, no later than 10 working days from the date of sending of a confirmation of order to the Purchaser. The documentary credit shall be confirmed by an Italian bank of preference of the Seller, and be payable at sight. In the absence of the above the order shall be cancelled.

6.4 Should the parties have an agreement on payment against documents, unless otherwise agreed, payment shall be carried out Documents Against Payment.

6.5 Unless otherwise agreed, eventual expenses or bank fees due in relation to payments shall be at the Purchaser’s expense.

7. Warranty for defects

7.1 The Seller undertakes to remedy any defects, lack of quality or non-conformity of the Products for which he is liable, occurring within 12 months from delivery of the Products, provided such defects have been timely notified in accordance with art. 4.3.

7.2 The Seller does not warrant that the Products conform to special specifications or technical features or that they are suitable for particular usages except to the extent such characteristics have been expressly agreed upon in the Contract or in documents referred to for that purpose in the Contract.

7.3 Except in case of fraud or gross negligence of the Seller, the Seller's only obligation in case of defects, lack of quality or non-conformity of the Products will be replacing the defective Products. It is agreed that the above mentioned guarantee (i.e.: the obligation to replace the Products) is in lieu of any other legal guarantee or liability with the exclusion of any other Seller's liability (whether contractual or non-contractual) which may anyhow arise out of or in relation with the Products supplied (e.g. compensation of damages, loss of profit, recall campaigns, etc.).

8. Retention of title

It is agreed that the Products delivered remain the Seller's property until complete payment is received by the Seller. The reservation of title is extended to the Products sold by the Buyer to third parties and to the price of such sales, within the maximum limits set forth by the laws of the country of the Buyer which regulate the present clause.

9. Force majeure

9.1 Either party shall have the right to suspend performance of his contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his control, such as strikes, boycotts, lock-outs, fires, war (either declared or not), civil war, riots, revolutions, requisitions, embargo, energy black-outs, delay in delivery of components or raw materials.

9.2 The party wishing to make use of the present clause must promptly communicate in writing to the other party the occurrence and the end of such force majeure circumstances.

9.3 Should the suspension due to force majeure last more than six weeks, either party shall have the right to terminate the Contract by a 10 days' written notice to the counterpart.

10. Jurisdiction /Arbitration

Competent law courts of the place where the Seller has his registered office shall have exclusive jurisdiction in any action arising out of or in connection with this contract. However, as an exception to the principle hereabove, the Seller is in any case entitled to bring his action before the competent court of the place where the Buyer has his registered office.

Should the Buyer have his seat out of CEE, all disputes arising out of or in connection with the present General Conditions shall be finally settled under the Rules of Arbitration Chamber of Turin by one or more arbitrators appointed in accordance with the said Rules.