GENERALTERMS AND CONDITIONS OF
SALE, DELIVERY AND PAYMENT
Effective as of: April 2023

2.2
1.
1.1

1.2

1.3

1.4

2.
2.1

Scope
The "Services" (sale, work delivery, work and service) between us - Karl Mayer Rotal s.r.l. (in each case "KARL
MAYER" or "we") and our respective customers ("Customer") shall be based on the following General Terms andConditions of Delivery and Payment (hereinafter referred toas "GTC"). The Customer and we are hereinafter also referred to as the "Parties" and individually as a "Party".
Terms and conditions of the Customer that deviate from or
supplement these GTC will not be recognized unless KARL
MAYER has expressly agreed to their validity in writing. The
GTC also apply if KARL MAYER carries out the delivery without reservation in the knowledge of conflicting or supplementary conditions of the Customer. Within the framework of ongoing business relationships, these GTC will also apply to future transactions. These GTC also apply if no express reference is made to them.
Individual agreements made with KARL MAYER in individual
cases (including ancillary agreements, supplements andamendments) take precedence over these GTC. Subject toproof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.
These GTC apply only to entrepreneurs within the meaningof article 2082 and following articles of Italian Civil Code, legal entities under public law and special funds under publiclaw.
Offers, conclusion of contract and declarations
KARL MAYER's offers are subject to change and are nonbinding, unless expressly stipulated otherwise.

2.3

3.
3.1

3.2

3.3
3.4

3.5

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All agreements made between KARL MAYER and the Customer upon conclusion of the contract are set out in full in
writing in the contract subject to these GTC, including these
GTC. The employees of KARL MAYER are not authorized tomake verbal promises that deviate from or go beyond thewritten contractual agreement.
One-sided legally binding declarations and notifications by
the Customer in relation to the contract subject to these GTC(such as, in particular, notices of defects or setting of additional deadlines) must be made in text form. Further legal requirements remain unaffected.
Prices and terms of payment
The prices quoted are EXW KARL MAYER's registered officein accordance with ICC Incoterms® 2020. VAT is not included in the prices shown; it will be shown separately on theinvoice at the statutory rate applicable at the time, insofar as
it is incurred
We are entitled to invoice our services electronically. The
Customer agrees to the sending of invoices, credit notes and,if applicable, reminders by e-mail in pdf format and must
therefore provide us with an e-mail address to ensure receiptof these electronically sent documents.
Assembly / commissioning shall be invoiced on a time basis,
unless a fixed price has been expressly agreed.
The Customer shall raise objections to invoices within 14
days of receipt of the invoice at the latest; otherwise the invoice in question shall be deemed to have been approved.
Unless otherwise stated in our order confirmation, the purchase price shall be due immediately without deduction uponconclusion of the contract and shall be paid within 30 days ofreceipt of the invoice at the latest.

3.6

3.7

3.8

3.9

4.
4.1

4.2

The Customer shall only be entitled to a right of retention if it
is based on a counterclaim from the same contractual relationship that is undisputed, ready for a decision or established by a final court decision. Offsetting by the Customer is
excluded insofar as the Customer's counterclaim is not legally established, ready for decision or undisputed.
In the event of default in payment, KARL MAYER is entitled
to withhold the provision of outstanding services and to makeit dependent on the payment of all outstanding items by the
Customer and generally only to execute against advancepayment or the provision of security. KARL MAYER is also
not obliged to take any further measures in order to comply
with further delivery dates and quantities (e.g. purchasing,production preparation, etc.). If the Customer does not comply with KARL MAYER's request for advance payment or provision of security within a reasonable period of time, KARL
MAYER will be entitled to withdraw from the same contract inwhole or in part.
If, after the conclusion of the contract subject to these General Terms and Conditions, KARL MAYER becomes awareof circumstances that are likely to significantly reduce the creditworthiness of the Customer and as a result of which thepayment of the outstanding claims of KARL MAYER by the
Customer from the respective contractual relationship is at
risk, KARL MAYER is entitled to withhold its performance until the Customer has paid. After setting a corresponding deadline for concurrent performance or provision of security,
KARL MAYER can also withdraw from the contract and demand compensation for damages.
If, from the time of the conclusion of the contract subject tothese GTC until the time of the performance of the service,
the costs have increased by more than 5% due to a change
in the market price for raw materials or the costs for purchased parts or due to personnel costs or an increase in thefees charged by third parties involved in the performance ofthe service, KARL MAYER can demand a correspondingly
higher price. If this is 20% or more above the agreed price,
the Customer has the right to withdraw from the contract. This
right must be asserted immediately after notification of theincreased price. KARL MAYER will also take this into accountin the price in the event of a reduction of more than 5% in the
aforementioned costs.

4.3

Delivery period and delivery conditions
Delivery shall be EXW KARL MAYER's registered office inaccordance with ICC Incoterms® 2020. If the Customer is indefault of acceptance, the risk shall pass to the Customer.
Delivery deadlines are only binding if they have been expressly agreed in writing as binding; they are met if the goods
have been dispatched or are ready for dispatch by their expiry and the Customer has been notified of this. Compliancewith the delivery periods shall be subject to the timely andproper fulfilment of all obligations of the Customer, in particular, to the extent necessary, the clarification of all essential
preliminary technical questions with the Customer and thesubmission of all necessary documents such as specifications and drawings and the provision of other necessary information (order clarification). In addition, it is subject to correct and timely self-delivery to us, insofar as we have taken
reasonable measures in accordance with the course of business and we cannot be accused of gross negligence in theselection of the supplier(s) or the specific procurement.

4.6

4.4

4.5

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Events for which KARL MAYER is not responsible and which
prevent us from providing the service ("force majeure") will
release KARL MAYER from fulfilling its contractual obligations for the duration of the event.
Such events arein particular strikes, operational disruptions, lawful lockouts,
political measures or official orders, embargoes, customs duties, worldwide transport problems, shortages of raw materials or primary materials or suppliers, the effects of pandemics
or epidemics, fire, flood, severe weather, natural disasters,
war, sabotage, and other events of force majeure In the caseof a pandemic or epidemic, this also applies if this had already occurred at the time the contract was concluded, provided that KARL MAYER was not aware of its effects on thecontract and could not have foreseen them as probable. This
also applies if these circumstances occur at our suppliers or
their upstream suppliers.
KARL MAYER undertakes to inform the Customer immediately of the occurrence and expected duration of such events.
The delivery time shall be extended by the duration of thehindrance plus a reasonable start-up phase. If the impediment is permanent or, in the case of a temporary impediment,
if it is no longer reasonable for one of the parties to adhere to
the contract due to the duration of the impediment, each of
the parties shall be entitled to withdraw from the contract, but
the Customer shall only be entitled to do so after prior written(email suffices) notice within a reasonable period. As a rule,an unreasonable duration is to be assumed in the event of animpediment of more than three months. KARL MAYER will
immediately reimburse the Customer for any consideration
already paid in the event of withdrawal.
The fulfilment of KARL MAYER's contractual obligations issubject to correct and timely self-supply. If KARL MAYER's
supplier is only temporarily prevented from delivering, the delivery period will be extended appropriately without KARL
MAYER being in default. If the Supplier is permanently unable to deliver or if one of the parties can no longer reasonably
be expected to adhere to the contract due to the duration of
the hindrance, each of the parties is entitled to withdraw fromthe contract after prior notice. Clause 4.3 sentences 4 and 5
apply accordingly. In this case, KARL MAYER already now
assigns to the Customer any claims for damages due to delay to which it is entitled against the Supplier. The Customer
accepts the assignment.
If we fail to perform or are in default of delivery due to slight
negligence, the Customer must grant us a reasonable grace
period of at least half the original delivery period, but not lessthan 20 working days. The Customer may then withdraw witheffect for the unfulfilled transactions if the legal requirements
are met; with effect for partially fulfilled transactions, the Customer may only withdraw if there is absolutely no interest in
the partial delivery and performance. The Customer shall
only be entitled to claims for damages due to delay insofar as
our liability is not excluded or limited in accordance with these
GTC and even then these shall be limited to the damage foreseeable at the time of conclusion of the contract, but in total
to a maximum of 5% of the net purchase price of the delayed
performance insofar as this cannot be used by the Customer
in good time or in accordance with the contract as a result of
the delay or non-delivery. We reserve the right to prove that
the Customer has not suffered any damage at all or only significantly less damage than the damage claimed.

5.
5.1
5.2

6.
6.1

6.2

6.3

6.4

6.5

6.6

6.7

Scope of delivery and quality
KARL MAYER is entitled to make partial deliveries, provided
that they are not unreasonable for the Customer.
Unless otherwise agreed, KARL MAYER shall deliver within
the tolerances permitted by the relevant Italian and European
industrial
standards.
Technical modifications by us that are necessary due tochanges in the law or that serve the purpose of technical further development are also permissible after the conclusion of
the contract, insofar as this does not result in a significant
change in function or the Customer proves that the modification is unreasonable for him; unreasonableness does notcome into consideration if the modification represents a technical improvement or is owed to an expectation of the trafficor legal or official requirements.
Product documents, duty to examine, reservation ofrights, confidentiality, property rights
Our documents, illustrations, drawings, details of performance, weights and dimensions in catalogues, productsheets and/or on our website only represent approximate values. They are not indications of the quality of the goods unless they are expressly designated as binding. We reserve
the right to make improvements and changes to the extent
customary in the trade and reasonable for the Customer.
Our technical drawings and/or descriptions must be checkedby the Customer. The inspection and confirmation shall bemade by returning a copy with a confirmation note from theCustomer within two weeks of receipt by the buyer. If the
Customer waives confirmation and return, this shall not release him from the obligation to check and the confirmation
shall be deemed to have been made. Desired corrections
must be communicated to us immediately and require ourwritten confirmation. Additional costs incurred due to drawings and/or descriptions not being checked by the Customer
or not being checked in good time will be invoiced separately
by us.
We exclusively reserve unrestricted ownership and all our(exploitation) rights to our offers, drawings, illustrations,models, plans and other documents as well as information intangible and intangible, in particular electronic form, as wellas to all data, experience, know-how, inventions, industrial
property rights,
designs, samples and trademarks (allof the above "Information").
All information not already in the public domain shall betreated confidentially and shall not be made available to third
parties. Physical and intangible information shall be returned
immediately at any time upon request or if no transaction
takes place, and electronic information shall be deleted immediately. We undertake to make information and documents designated as confidential by the Customer accessible
to third parties only with the Customer's consent.
If the property rights of third parties are infringed in the courseof deliveries according to drawings or other information provided by the Customer, the Customer shall be obliged to indemnify us against all claims.
Insofar as the Customer has to procure documents, he is
responsible for their completeness and correctness and forthe timeliness of the procurement.
KARL MAYER is entitled to provide the Customer with partsof the operating instructions in digital form only, insofar asthese do not contain any information relevant to safety andhealth protection. If, on the other hand, information relevant
to safety and health protection is contained, KARL MAYER
will provide the Customer with the relevant parts of the operating instructions in paper form as a supplement.
7.
7.1

7.2

7.3

7.4

8.
8.1

8.2

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Assembly and commissioning
In so far as KARL MAYER undertakes the installation, assembly and/or commissioning in addition to the delivery, theCustomer undertakes to do so at its own expense,a) to grant KARL MAYER unhindered and safe access to theplace of performance and to ensure that KARL MAYER has
sufficient space available for the performance of the service;b) to provide KARL MAYER with all the information and datarequired for the provision of the service correctly, completely
and in good time;c) ensure the necessary power supply, sufficient lighting
and the supply of compressed air and water during the execution of the work;d) to provide in good time and to the agreed extent any operating and working equipment to be provided by the Customer
and any necessary and suitable assembly assistants;e) to provide suitable recreation rooms and sanitary facilities
for the KARL MAYER employees deployed, as well as dry
and lockable rooms for the storage of KARL MAYER's materials and tools;f) to perform any necessary preparatory work completely
and properly.
The Client must inform KARL MAYER in good time of thesafety regulations applicable at the place where the work is
to be performed and take all the necessary measures to protect KARL MAYER's employees from safety and health risks
during the performance of the work.
The Customer must ensure that the assembly can be started
immediately after the arrival of our assembly personnel andcarried out without delay until acceptance by us.
Immediately after notification of the completion of the installation, a joint inspection of the plant components and systems
shall take place. A written protocol or assembly report to besigned jointly shall be recorded, which confirms that the assembly has been completed. Identified residual work and defects shall be stated in the report.
Acceptance
The Customer is obliged to accept contractual deliveries orservices as soon as he has been notified of their completionin writing or verbally and a trial run of the assembled delivery
item has taken place, if provided for in the contract. Acceptance may not be refused due to insignificant defects. The
deliveries and services are deemed to have been accepted
when the delivery and, if KARL MAYER is also responsible
for the installation, the installation has been completed,
KARL MAYER has notified the Customer of this and has requested the Customer to accept the delivery within a reasonable period of time, unless the Customer refuses to accept
the delivery within this period of time and notifies KARL
MAYER of a defect that is not merely insignificant.
If the assembly proves not to be in accordance with the contract, we shall be obliged to remedy the defect. This shall not
apply if the defect is insignificant for the interests of the Customer or is due to a circumstance attributable to the Customer.

8.3
8.4

9.
9.1

However, the Customer shall only have the right to remedy
the defect itself after prior consultation with us.
If acceptance is delayed through no fault of our own, acceptance shall be deemed to have taken place after two
weeks have elapsed since notification of completion of theinstallation; the same shall apply if the supplier issues a (final)
invoice after two weeks have elapsed since notification ofcompletion of the installation.

Liability for defects
Deficiencies shall be deemed to exist if deliveries and services deviate not only insignificantly from the agreed target
quality at the time of transfer of risk.
9.2 We do not accept any liability for defects (co-)caused by unforeseeable or improper use, the use of unsuitable operating
materials, incorrect or negligent handling or storage, improper maintenance, spare parts, chemical, electrochemical
or electrical influences or as a result of natural wear and tearor corrosion not resulting from a manufacturing defect.
9.3 We sell used equipment as viewed, excluding any warranty,
except for intent and fraudulent intent.
9.4 Immediately upon receipt of the goods, the Customer shallinspect them for compliance with the contract, in particular forcompleteness and condition and, if applicable, transport
damage. Noticeable deviations, defects and damage must bereported to us immediately, as well as before processing or
treatment and at the latest within 7 days after receipt, hidden
defects within the same period after discovery, by written notification with detailed explanation. Otherwise the warranty
shall lapse. Transport damage must be noted on the consignment note and the delivery note and confirmed by the driver's
signature.
9.5 If the Customer has duly complied with his obligations to givenotice of defects in accordance with clause 9.4, he shall beentitled to the statutory warranty rights in the event of a defectin accordance with the following provisions:9.5.1 The choice of the type of subsequent performance is incumbent on the seller. In the event of defects, we shall provide
warranty by subsequent performance in the form of rectification or replacement delivery at our own expense at the placeof the original delivery.
9.5.2 If the Customer has installed the defective goods in anotheritem or attached them to another item in accordance with
their nature and intended use, the Customer may only claim
compensation for the necessary expenses for removing thedefective goods and installing or attaching the repaired ordelivered non-defective goods ("removal and installation
costs") under the following conditions: Only such removal
and installation costs are required which are reasonably
necessary and in accordance to objective standards. Disproportionate are removal and installation costs (1) whose
value is disproportionate to the repaired or delivered goodsand (2) which do not directly concern the removal or dismantling of the defective goods and the installation or fitting of
repaired or delivered goods. Additional expenses arisingfrom the fact that the goods are located at a place other than
the agreed or presumed destination shall be borne by the
Customer. The Customer shall grant us the necessary timeand opportunity to carry out the subsequent performance;otherwise the warranty shall lapse. Expenses incurred by
the Customer to remedy defects himself shall not be

reimbursed. Replaced goods become our property and theCustomer must return them to us at his own expense.
9.5.3 Claims for damages shall only exist under the conditions
agreed under Clause 10.
9.6 The warranty period for claims for defects is 12 months, calculated from delivery of the goods or, if acceptance is provided for by contract or by law, from acceptance. Deviatingfrom this, the statutory warranty period of two years applies
to claims for damages due to intentional or grossly negligent
breaches of duty or culpable injury to life, limb or health.
9.7 KARL MAYER provides a warranty for spare parts installedin the course of the rectification of defects on the basis of thepurchase contract until the expiry of the warranty period of
the purchased item.
10. Liability
10.1 KARL MAYER is liable to the Customer in accordance withthe statutory provisions for intent or gross negligence on thepart of KARL MAYER or a culpable breach of an essential
contractual obligation. Material contractual obligations arethose whose fulfilment is necessary to achieve the purposeof the contract and on whose fulfilment the Customer regularly relies on and may rely.
10.2 Insofar as KARL MAYER, its organs, executive employees
and vicarious agents cannot be charged with intent or grossnegligence, the liability for damages is limited to the foreseeable damage typical for the contract.
10.3 We shall not be liable in the event of a slightly negligent
breach of an obligation which is not an essential contractual
obligation.
10.4 Insofar as our liability is excluded or limited, this shall apply
equally with regard to a personal liability for damages of ourorgans, employees, representatives and vicarious agents towards the buyer.
10.5 Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the
Product Liability Act.
11. Security; retention of title
11.1 For deliveries and services, we are entitled to request fromthe Customer an unconditional, unlimited and irrevocable security of a European bank or a bank letter of credit confirmed
by a European bank for the payment of the purchase price.
11.2 The goods remain our property ("retention of title") until all
our claims arising from the business relationship have been
settled in full. This means that KARL MAYER retains ownership of the goods until all payments arising from the business
relationship with the Customer have been received. If there
is a current account relationship between the Customer and
KARL MAYER, the retention of title also refers to the respective recognised or causal balance.
11.3 The Customer shall treat the reserved goods with care and is
obliged to insure them at his own expense against fire, waterand theft.
11.4 The Customer is not entitled to pledge the reserved goods or
to assign them to third parties as security. In the event of seizures or other interventions by third parties, the Customer
must notify KARL MAYER in writing without delay. Insofar as
the third party is not in a position to reimburse KARL MAYER
for the judicial and extrajudicial costs incurred to avert theintervention, the Customer will be liable for the loss incurredby KARL MAYER.

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11.5 If the reserved goods are combined with other items to forma uniform item or are inseparably mixed or blended and if oneof the other items is to be regarded as the main item, theCustomer will transfer to KARL MAYER the co-ownership of
the uniform item or of the total quantity on a pro rata basis in
the ratio of the invoice value of the reserved goods to theinvoice value of the other mixed or blended items.
11.6 If the retention of title is not effective under the law in whosearea the goods are located, the security corresponding to theretention of title or the assignment in that area shall bedeemed agreed. If the Customer's cooperation is required forthe creation, the Customer shall be obliged to take all reasonable measures (such as registration or publication requirements) at its own expense which are necessary for thecreation and maintenance of such rights.
12.

Disposal
For the delivered goods, we offer the Customer, at the Customer's request to be expressed in writing at the time of conclusion of the purchase contract, to take over the disposal of
the packaging materials against reimbursement of the reasonable costs actually incurred in accordance with the statutory provisions. Otherwise, the Customer shall assume theobligation to properly dispose of the packaging materials supplied at his own expense in accordance with the statutory
provisions.

13. Software usage13.1 When delivering software, KARL MAYER grants the Customer a non-exclusive and non-transferable right to use thesoftware in accordance with the contract for the operation of
the delivered goods. Unless otherwise agreed, the right ofuse applies in the country of the place of performance pursuant to Section 17.3 and in the territory of the Member Stateof the European Union or another contracting state of theAgreement on the European Economic Area where the Customer has its head office.
13.2 With the exception of the right to make a backup copy, theCustomer is not entitled to reproduce the software unless expressly agreed otherwise.
13.3 Except in the cases of article 64-ter of Italian Copyright legislation, the Customer is not entitled to modify, reverse engineer, translate or separate parts of the software. Copyrightnotices, serial numbers and other features serving to identify
the software may not be removed or changed.
13.4 The Customer is obliged to prevent unauthorised access tothe software by third parties by taking appropriate precautions.

14. Infringement of property rights
14.1 If the property rights of third parties are infringed in the courseof deliveries according to information provided by the buyer,
the Customer shall be obliged to indemnify us against all
claims.
14.2 Claims due to infringements of industrial property rights do
not exist if these are based on the fact that the goods havebeen modified by the Customer or used together with products not supplied by KARL MAYER.
15.

Compliance and ethics obligations

15.1 The Customer undertakes to comply with all applicable laws,
ordinances and regulations, in particular also those relating
to environmental protection, competition, product safety, dataprotection and occupational safety.
15.2 The contract subject to these GTC shall be conducted in accordance with the principles of fair competition. The Customer warrants that it will not engage in any illegal agreements restricting competition.
15.3 The Customer shall take appropriate measures to ensurethat its legal representatives and employees do not offer,promise or grant any undue advantages in order to influencebusiness decisions and do not accept any such advantages
themselves. The Customer shall actively and consistently
counteract any criminal or unethical influence on decisions of
KARL MAYER or other companies and institutions and shalltake action against bribery in its own company.
15.4 The Customer undertakes to disclose to KARL MAYER, uponrequest, the beneficial owner behind the company within themeaning of article 20 of Italian Legislative Decree 231/2007.
15.5 The Client shall conduct its business in an ethical and socially
responsible manner and with integrity and work towards sustainable economic success. The client will not permit or tolerate any form of discrimination based on race, caste, national
origin, religion, disability, gender, sexual orientation, tradeunion membership, political affiliation or age. The client will
work to ensure that its employees treat every person with respect, regardless of their origin, worldview or lifestyle, andrespect the sanctity and protection of the dignity of every individual.
15.6 The Client is obliged to ensure the implementation and monitoring of the aforementioned compliance and ethics obligations by means of an internal social responsibility strategy
and a corresponding internal procedure. An internal reporting
system for violations of these compliance and ethics obligations shall be established. Employees who make reports
shall not be disciplined or disadvantaged for doing so. The
client is obliged to actively investigate suspected cases.
15.7 The compliance with the above compliance and ethics obligations may be verified either by KARL MAYER itself or by
an independent auditor appointed by KARL MAYER andbound to secrecy vis-à-vis third parties after prior notice during normal business hours.
15.8 In the event of a breach of the aforementioned obligations of
this Clause 15, KARL MAYER is entitled to terminate any
framework agreements subject to these GTC with immediate
effect by way of notice of termination and/or to withdraw fromexisting individual agreements without being liable to pay
damages to the Customer. Unless it is a serious breach, thisright presupposes that KARL MAYER has first given the Customer the opportunity to remedy the situation within a reasonable period of time and that the Customer has not compliedwith this or has repeatedly breached the principles set out
here. KARL MAYER's claims for damages remain unaffected.
16. Export control
16.1 The conclusion and performance of the contracts subject tothese GTC are subject to admissibility under export control
law in accordance with applicable Italian and EU law; thisalso applies with regard to applicable US and other nationallaw, insofar as this does not conflict with Italian or European
legal provisions.

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16.2 The Customer is obliged to observe export and/or import conditions and restrictions. He shall also provide us with all relevant information. Otherwise he shall indemnify us against all
consequences. If the Customer becomes aware of circumstances that hinder the import of the goods, he shall inform
us thereof without delay. If the procurement of necessary export documents is uncertain, we are entitled to withdraw fromthe affected contract subject to these GTC.
16.3 If KARL MAYER owes the delivery to a destination outside
the European Union, in deviation from clause 17.3, and if
KARL MAYER has doubts regarding the applicability of export control restrictions, it can obtain legally binding information from the competent authorities in order to dispel these
doubts and is entitled to postpone the delivery date accordingly until the information has been provided. If the contract
subject to these GTC cannot be fulfilled due to applicable
restrictions under export control law, in particular due to nonissuance of the required licences by the competent authorities, either party may withdraw from the contract in whole orin part in accordance with § 16.4 by written declaration to theother party without notice. KARL MAYER can also withdraw
from the contract in whole or in part without notice by written
declaration to the Customer if the Customer does not provide
the necessary information and documents within six weeks
of being requested to do so by KARL MAYER.
16.4 In the event of withdrawal, KARL MAYER is entitled to reimbursement of costs for work already carried out up to thatpoint.
16.5 KARL MAYER is entitled but not obliged to take legal or extra-legal action against negative decisions of the competentauthorities or, in the event of an unreasonably long durationof the official procedure, to seek legal protection from thecourts.
16.6 Claims against KARL MAYER for compensation for damages
resulting from delayed delivery or non-performance due toexport control restrictions or the clarification of doubts in thisrespect are excluded, unless the delay or impossibility is due
to intentional or grossly negligent behaviour on the part of
KARL MAYER.
17.
17.1

17.2

17.3

17.4

entitled to bring an action against the Customer at the Customer's general place of jurisdiction.
18.1 If the Customer is domiciled outside the European Economic
Area and Switzerland, it is agreed that all disputes arising outof or in connection with the present contract shall be finallysettled under the Rules of Arbitration of the International
Chamber of Commerce (ICC) by three arbitrators appointed
in accordance with these Rules in the case of a value in dispute exceeding EUR 400,000 and by one arbitrator appointed in accordance with these Rules in the case of a value
in dispute of up to EUR 400,000. The place of arbitration shallbe Milan - Italy. The language of the arbitration shall be English. The law applicable to the matter shall be the law of Italy,
excluding the UN Convention on Contracts for the International Sale of Goods.
18.2 If one or more of the above provisions should be or become
invalid in whole or in part, this shall not affect the validity ofthe other provisions, which shall remain agreed. The ineffective provision shall rather be replaced by an effective one
which most closely corresponds to the intended economic
purpose. The same shall apply if a loophole in need of supplementation arises during the performance of the contract.

Transfer; choice of law; place of performance; arbitration and jurisdiction agreement; severability clauseTransfers of rights and obligations of the Customer arisingfrom the transaction require our written consent to be effective. This shall not apply insofar as money claims in commercial transactions are concerned.
These GTC, the contractual relationship between us and theCustomer, as well as each individual performance underthese GTC shall be governed by the laws of Italy, excluding
the UN Convention on Contracts for the International Sale ofGoods (CISG) and the conflict of laws rules.
Our registered office as shown in the commercial register isthe exclusive place of performance for all delivery and payment obligations, unless otherwise agreed.
If the Customer has its registered office within the European
Economic Area or Switzerland and if the Customer is a merchant, a legal entity under public law or a special fund underpublic law, the place of jurisdiction for all disputes arising fromand in connection with the contract shall be the Court ofTrento (TN) - Italy. This place of jurisdiction shall apply exclusively for the Customer. Alternatively, KARL MAYER is

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