GTCS – GENERAL TERMS AND CONDITIONS OF SALE

These general terms and conditions of sale are deemed to be known by all buyers.

Our sales, unless otherwise expressly stipulated in our order confirmation, are carried out under the following general conditions.

Each transmission of orders to our company implies unreserved acceptance by the buyer of our company’s general terms and conditions of sale.

Orders shall only be intended finalized in all respects following our written confirmation.

The supply includes only the services, materials and quantities specified in our order confirmation letter or in any subsequent amendment thereof, transmitted by us.

The text of our order confirmation shall, in any case, prevail over the dissimilar text of any offer and order.

The nominal weights and dimensions, however and wherever stated, are indicative, allowing for tolerances on them. The fulfilment of orders admits a tolerance of 10% more or less on the weight ordered, except for those specific dimensions or qualities for which the tolerance shall be agreed upon from time to time.

Shipments shall be made in accordance with the terms set out in the order confirmation (which, in the event of discrepancies, shall prevail) and shall normally be carried out by us.

The goods supplied travel at the purchaser’s risk. If the sales price includes the costs up to destination, the transfer shall be understood to be carried out by us on behalf of the purchaser and consequently at his risk.

Payment for our deliveries shall be made, net of any charges, discounts or taxes, in accordance with the terms and methods specified in both our order confirmation and invoice.

Delay in payment, even in part, of our invoices beyond their agreed due date, shall give rise to the immediate commencement of interest on arrears, which shall be charged under the terms and to the extent provided for by Legislative Decree No. 231 of 9.10.2002, implementing Directive 29.6.2002/35/EC and any subsequent amendments.

Furthermore, non-payment or delayed payment of invoices shall entitle our Company, without prejudice to any other action, to demand advance payment of the remaining supplies or to consider the contract suspended or terminated and to suspend or cancel the fulfilment of any other ongoing contracts, without the purchaser being entitled to make any claims for reimbursement or compensation or reservations in this respect; the purchaser shall remain obliged to pay compensation for all damages (emerging or loss of profit) deriving from the non-performance of the contracts.

The Buyer shall acquire ownership only upon full payment of the invoice issued by the Seller, but shall assume all risks inherent in the Product, including the risk of loss of the same, from the moment of delivery of the Product to the agreed place of destination. From the moment of such delivery the Seller shall be released from any liability inherent in the Product.

Delivery dates are adhered to as far as possible, but are not guaranteed: failure to adhere to them does not result in the application of penalties or payment of compensation, and does not allow the purchaser to withdraw from the contract or consider it rescinded for each late delivery. In the event of force majeure (as defined below), delivery may be postponed depending on the effect of this cause on the preparation and delivery of the goods. Cases of force majeure are defined as all events beyond the reasonable control of the seller, such as but not limited to: natural events, fire, accidents, transport delays, strikes, government restrictions, also including delays by suppliers of raw materials or services necessary for production.

Responsibility for the condition of the materials shall pass to the buyer only and exclusively at the time of delivery to the carrier at the above-mentioned points. Therefore, once delivery has been made to the carrier, all our liability ceases and the materials travel at the buyer’s risk.

Any reservations, claims, actions deriving from or in any case connected with the transport and subsequent operations must be made and/or proposed by the purchaser exclusively with respect to the carrier, since our Company is not liable for anything that occurs after delivery of the materials to the carrier.

The deadlines for preparation, presentation for acceptance, shipping or delivery, which appear in our order confirmations, are only indicative and are always given without guarantee. Any delays shall not, therefore, under any circumstances give rise to compensation for damages or termination, even partial, of the contract.

In any case, the delivery term is observed with the communication that the goods are ready for shipment or testing.

Our company guarantees materials in full compliance with the characteristics and conditions specified in the order confirmation. However, unless otherwise agreed, it does not assume any liability for the applications and any operations to which the material supplied will be subjected at the purchaser’s premises or on his behalf.

Any technical specifications and/or requests for guarantees made by the purchaser shall not be taken into account unless reproduced in the order confirmation.

Our company is only a retailer and therefore the manufacturer of the goods is liable for any claims.

In each case, our company shall support and assist the Buyer in any claims against the manufacturer of the goods.

Any obvious defects in the products must be reported by the Buyer in written form, under penalty of forfeiture, within 8 (eight) days of receipt of the products. Any hidden defects in the products must be reported by the Buyer in written form, under penalty of forfeiture, within 8 (eight) days of their discovery.

The Buyer shall forfeit any right of complaint if he does not immediately suspend the processing or use of the materials in dispute.

Complaints and protests do not entitle the Buyer to suspend payment of the invoice for the disputed goods.

The invalidity or ineffectiveness of individual clauses of each contract or of these general terms and conditions of sale shall not entail the invalidity or ineffectiveness of the contract itself or of the other provisions contained in these general terms and conditions of sale.

Any waiver of these general terms and conditions of sale shall be agreed in written form and by mutual consent between the Parties and its validity and effectiveness shall, in any case, be limited to the specific contract for which it was agreed.

For any dispute arising from the interpretation and execution of this contract, or in any case connected thereto, the Court of Milan shall have exclusive jurisdiction.

This contract is subject to Italian law, as the supply relationship is deemed to be concluded in Italy.