Company Product lines Services Operational area Contacts General conditions Reserved Area User ID: Password: General conditions " GENERAL CONDITIONS OF SALE ART. 1 - Applicability of the General Conditions of Sale (GCS) The forwarding of an order to the selling party (seller) implies the full and unreserved adherence of the buyer (buyer) to these GCS and excludes any other document, such as, inter alia other, brochures or catalogs, presented by the seller and having a mere indicative value. Except in the case of acceptance in writing by the seller, no particular condition can prevail over these GCS.Therefore, in the absence of express acceptance, any clause to the contrary proposed by the buyer will not be enforceable against the seller, regardless of the moment in time. which he has been made aware of. ART. 2 - Orders Orders sent directly to the seller or received by the latter through its agents or representatives will not be considered definitively accepted unless after written confirmation from the seller. The order accepted in writing by the seller, as well as any document issued by the seller in relation to the object of the order, together form the contract. Any modification or revocation of the order requested by the buyer will be bound to the explicit consent of the seller. Such requests by the buyer can only be considered if they are received by the seller at the latest (2) days before the shipment of the goods. After this deadline, the order will remain valid and must be paid by the buyer. ART. 3 - Price If extraordinary circumstances arise between acceptance of the order and delivery that affect the economic balance of the contract and force the seller to increase his prices and / or change his payment conditions, the seller will notify the buyer of this fact. , who in this case will have the possibility to withdraw from the contract in writing within a period of seven (7) days from the notification. In the absence of such a withdrawal, the new conditions will be applied as implicitly accepted to the contract. In the absence of a different written specification from the seller, payments will be made without discount within thirty (30) days from the date of the invoice. ART. 4 - Delivery Deliveries are made according to the seller's availability. Unless otherwise agreed in writing, the seller's delivery times are communicated purely as an indication. Except in the case of deliberate misconduct or serious negligence on the part of the seller, the buyer will not be able to cite a delay as a reason for the cancellation of the sale, the refusal of the goods or the request for compensation. If the buyer, following formal notice, does not accept the delivery of the goods, the seller will be entitled, without prejudice to any request for compensation for damages, to demand the execution of the contract or to consider it automatically terminated and to acquire in definitive the relative advances. In the event of subsequent deliveries, failure or ART. 5 - Transfer of risks The risks relating to the goods and, in particular, those relating to their transport are transferred to the purchaser starting from the delivery of the same, which takes place at the time of remittance or collection of said goods from the factories. o deposits of the seller, for each sale, whatever the destination and whatever the methods of sale or payment of the transport. However, for orders with reference to INCOTERMS, the INCOTERMS rules in force at the time of sale will apply. It is the sole responsibility of the purchaser to protect their rights with respect to the carrier, adopting the appropriate initiatives within the times and in the manner established by the regulations applicable to these cases. ART. 6 - Reception and complaints The seller guarantees that the quality of the products is based exclusively on the technical specifications drawn up by the seller, with the exclusion of any other guarantee and / or liability. a) For the quantities delivered, the weights and measures shown on departure are valid. Quantitative tolerances on delivery will be equal to ten percent (10%) over or under, calculated on the basis of the number of units indicated in the order. b) Without prejudice to any action against the carrier, claims for apparent defects or non-conformity of the goods with respect to the order or the delivery document must be made in writing upon receipt of the goods or in any case within a maximum of eight (8) days from receipt of the goods. It will be up to the buyer to provide the necessary arguments to prove the defects or anomalies found. The buyer will have the obligation to favor in every way the ascertainment of the aforementioned defects and their elimination by the seller, while he will refrain from intervening or having third parties intervene for this purpose. c) If the buyer has not checked the quality of the goods within eight (8) days from the date of receipt or if, having done so, he has used or sold said goods to third parties, the seller cannot be held responsible for damages of any nature whatsoever possibly deriving from its use by the purchaser or third parties. d) In the event that the goods are not used in a compliant manner or according to procedures recognized as correct for products of the same type, no claim will be accepted. e) Provided that the buyer has submitted his complaint to the seller within the time specified and provided that the latter's liability has been ascertained, the seller undertakes to replace or refund, at its discretion, any goods for which it has found the non-conformity or the apparent defect, with the exclusion of any other compensation, and / or obligation to pay compensation for damages and / or interest payments of any kind. If necessary and at the simple request of the seller, the buyer will be required to return the replaced or refunded goods in full. f) Regardless of its validity, the complaint does not release the buyer from the obligation to pay the price within the contractual terms. ART. 7 - Packaging a) Packaging loaned by the seller: the packaging remains the property of the seller and is exclusively reserved for the goods being sold. The purchaser, user or warehousekeeper is responsible for any accidents arising from such packaging. The aforementioned packaging must be returned to the seller in good condition within the deadline set by the seller. In the event of failure to return within this period, or of destruction or deterioration, the seller reserves the right, without notice, to invoice the buyer for the value of the packaging, which will become the property of the latter, or the cost of their restoration and to demand compensation corresponding to the damage suffered by the non-compliance of the buyer. b) Packaging sold: when the ownership of the packaging has passed to the buyer, the latter undertakes to eliminate the references of the former owner and not to use the packaging for purposes other than its original destination. c) Retested packaging: when the packages are subjected to functional tests according to the periodicity established by the legislation, which the buyer declares to know, the date of the last test is stamped on them. The seller declines all responsibility for any accidents attributable to the same packaging, empty or full, in the event that they have been transferred to the buyer or have not been returned by him before the next scheduled check. d) Packaging supplied by the purchaser: in this case, the purchaser will be considered solely responsible for the choice and quality of the packaging intended to receive the products. The buyer undertakes to supply packaging that complies with current regulations. ART. 8 - Goods on consignment and viewing account Whoever receives the goods in storage / vision is obliged to keep them and return them in the state in which they are at the time of delivery. The parties agree that the things deposited are covered by a specific insurance policy, against theft, fire and atmospheric agents, the subscription of which will be the responsibility of the depositary who bears the burden of communicating the details of the aforementioned policy as soon as signed. The depositary in collecting the objects declares to be responsible for the purposes of the law and undertakes to keep them with diligence until the time of return. In the event of a judicial attachment, the depositary is obliged to immediately notify us of this procedure. The depositary undertakes to return the assets deposited with him at the simple request of the depositor. ART. 9– Retention of title The ownership of the goods is reserved to the seller until full payment of the price and accessory items, while it is specified that the risks on the goods are transferred to the buyer at the time of taking over as specified in the previous Art. 5. Consequently, in in the event of partial or non-payment, the seller reserves the right to demand the return of the goods delivered at the first request and without any other formality, wherever they may be. The goods stored in the buyer's premises (warehouses, warehouses or other) will be considered pertaining to the unpaid invoices. The buyer therefore undertakes not to grant any third party any right that may be prejudicial to the exercise of this clause. If the buyer is subjected to bankruptcy or enforcement proceedings, he must: (I) inform the seller within 24 hours and (II) immediately stop the sale of the goods which he has not yet acquired ownership of. The buyer will also be required to comply with the obligations incumbent on him as the depositary of the goods. Consequently, the buyer must pay the price of the goods even in the event of accidental loss. The buyer undertakes not to remove the packaging or labels present on the goods in storage and not yet paid for. The aforementioned provisions do not affect the availability of actions aimed at obtaining full payment of the price and accessories. ART. 10– Non-payment a) Failure to pay even a single invoice constitutes a serious breach and authorizes the seller to suspend further deliveries or to consider the contract immediately terminated due to default by the buyer, subject to any right to claim compensation for damages. Similarly, if the contract provides for a form of deferred payment and the buyer does not pay within the terms or presents a complaint on a lot already delivered, the seller will have the right to revoke this condition and request advance payment for subsequent deliveries. If the buyer does not satisfy this request, the seller may terminate the contract, reserving the right to claim damages. In application of the European Directive n. 2000/35 / EC of 29 June 2000 the penalties agreed for the hypothesis of late payment will be payable by law, without the need for prior notice and without prejudice to the promotion of any actions aimed at obtaining compensation for damages or the recognition of interest, starting from the day following the payment date shown on the invoice, in the event that the amounts due are paid after that date. The applicable interest rate is equal to the rate applied by the European Central Bank to the most recent refinancing operation carried out by it, increased by ten (10) percentage points. The issuance by the seller of the invoices relating to these penalties will take place on a half-yearly basis. without the need for prior notice and without prejudice to the promotion of any actions aimed at obtaining compensation for damages or the recognition of interest, to be carried out from the day following the date of payment shown on the invoice, in the event that the amounts due are paid after that date. The applicable interest rate is equal to the rate applied by the European Central Bank to the most recent refinancing operation carried out by it, increased by ten (10) percentage points. The issuance by the seller of the invoices relating to these penalties will take place on a half-yearly basis. without the need for prior notice and without prejudice to the promotion of any actions aimed at obtaining compensation for damages or the recognition of interest, to be carried out from the day following the date of payment shown on the invoice, in the event that the amounts due are paid after that date. The applicable interest rate is equal to the rate applied by the European Central Bank to the most recent refinancing operation carried out by it, increased by ten (10) percentage points. The issuance by the seller of the invoices relating to these penalties will take place on a half-yearly basis. in the event that the amounts due are paid after that date. The applicable interest rate is equal to the rate applied by the European Central Bank to the most recent refinancing operation carried out by it, increased by ten (10) percentage points. The issuance by the seller of the invoices relating to these penalties will take place on a half-yearly basis. in the event that the amounts due are paid after that date. The applicable interest rate is equal to the rate applied by the European Central Bank to the most recent refinancing operation carried out by it, increased by ten (10) percentage points. The issuance by the seller of the invoices relating to these penalties will take place on a half-yearly basis. b) If the buyer's financial situation raises justified concerns, the seller reserves the right, for orders in progress, to demand payment in cash or in advance. c) In the case of staggered shipments of the products subject to an order or agreement, the invoices corresponding to the individual deliveries are payable at the respective deadlines, without waiting for the delivery of all the products subject to the order or agreement. ART. 11 - Force majeure They are contractually assimilated to force majeure and will constitute cause for termination or suspension of the seller's obligations, without the buyer having the right to raise any objection, accidents involving the production and storage of their products, partial or total suspension of the procurement of raw materials or energy, non-compliance by transporters, fires, floods, breakdowns of machinery, total or partial strikes, administrative decisions, third party interventions, wars and any external event of a nature capable of delaying or preventing or making compliance economically excessive of the obligations assumed by the seller. ART. 12 - Jurisdiction and Applicable Law These GCS, as well as any contract relating thereto, will be subject to the applicable law of the seller's country and will be interpreted in accordance with this law, with the exclusion of the United Nations Convention on the International Sale of Goods of 11 April 1980. Any dispute that may arise between the contracting parties will be submitted to the judgment of the competent court of the place where the seller's registered office is located. Where the buyer is sued by a third party in another jurisdiction, the buyer will renounce to call the seller as a guarantee before this court. The General Sales Conditions are also available on the website http://www.bandinicuscinetti.com/. GENERAL CONDITIONS OF SALES ART 1. Application of General Conditions of Sale (G.C.S.) When placing any order with the seller, the buyer accepts these G.C.S. without qualification and in their entirety to the exclusion of any other document, including brochures or catalogues issued by the seller as indicative only. No special condition shall, unless expressly accepted in writing by the seller prevail over the G.C.S. Any clause to the contrary proposed by the buyer shall not therefore, unless expressly agreed, be binding on the seller, irrespective of when the seller knew of that clause. ART 2. Orders Orders placed directly to the seller or through his agents or representatives shall not become final and binding until they are confirmed in writing by the seller. The order accepted by the seller in writing and any document issued by the seller relating to the subject of the order shall constitute the contract. Any modification or cancellation of the order requested by the buyer shall be subject to the seller’s express agreement. Any such request by the buyer may only be taken into consideration if it reaches the seller no later than two (2) days before shipment of the goods. After this period, the order will be deemed valid and will have to be paid by the buyer. ART 3. Price If exceptional circumstances affect the economic balance of the contract between acceptance of the order and the delivery, obliging the seller to increase its prices and/or modify its payment conditions, the seller shall notify the buyer, who will then be able to terminate the contract in writing within seven (7) days starting from the notification. If the buyer fails to do so, the new conditions shall apply automatically to the contract. Except as indicated in writing by the seller, payments shall be made net without any discount at thirty (30) days from the date of invoicing. ART 4. Delivery Deliveries will be made depending on the seller’s availability. Unless otherwise agreed in writing, the seller’s delivery dates shall be purely indicative. The buyer shall not be entitled to use any late delivery as a justification for canceling the sale, rejecting the goods or claiming any compensation. If the buyer, after formal notice, fails to take delivery of the goods, the seller shall be entitled without prejudice to any claim for damages to enforce the contract or consider it to have been automatically terminated, with any advance payment forfeited for the benefit of the seller. Where deliveries are in installments, the failure in whole or in part of any one delivery shall have no effect on other deliveries. ART 5. Transfer of Risk The risk in the goods, and particularly those risks inherent in their carriage, shall pass to the buyer immediately upon their delivery. Delivery shall take place, for all sales whatever their destination (France or other countries) at the time the goods are handed over or leave the seller’s factories or warehouses, irrespective of any terms of sale or payment of the costs of carriage. However, for orders which refer to INCOTERMS, the rules of the INCOTERMS prevailing at the time of the sale, shall apply. It is the buyer’s responsibility to take all necessary steps to ensure that his rights are safeguarded with respect to the carrier of the goods by making his reservations within the time periods and terms specified by the rules governing such matters. ART 6. Receipt - Complaints The seller warrants that the quality of the products is exclusively consistent with the technical specifications drawn up by the seller, excluding any other warranty and/or liability. a) The weight and measures of the goods at the moment of dispatch will attest to the quantities delivered. The quantitative tolerance of the delivery shall be plus or minus ten per cent (+/-10%) calculated on the number of units mentioned in the order. b) Without prejudice to any actions to be taken against the carrier, complaints made regarding visible defects or any nonconformity of the delivered goods compared to the ordered goods or with the delivery documentation, must be lodged in writing upon receipt of the goods and in any event within eight (8) days of receipt at the latest. The buyer shall provide the seller with all evidence regarding defects or anomalies reported. The buyer shall permit the seller all means to ascertain the defects and to find a solution. The buyer shall not intervene, nor have any third party intervene in this process. c) If the buyer fails to check the quality of the goods within eight (8) days of their receipt, or having checked the goods, the buyer uses the goods or sells the goods to a third party, the seller will have no liability for any loss whatsoever resulting from their use by the buyer or the third party. d) If the goods are not used for a purpose or in accordance with a process normally intended for goods of the same kind, no claim will be admissible. e) Once the buyer has sent his complaint to the seller within the specified time, and provided that the seller’s liability has been established, the seller shall at his convenience either replace or refund the cost of any goods which he has acknowledged as non-conforming or affected by a visible defect, to the exclusion of all other indemnities and/or damages. Where applicable, upon the seller’s request the buyer must return to the seller the goods which have been replaced or refunded. f) Complaints do not discharge the buyer from his obligation to pay the price according to the contract terms irrespective of whether the complaint is justified ART 7. Packaging a) Packaging lent by the seller: this shall remain the property of the seller. It is solely intended for the goods sold. The buyer, the user or the bailee shall be liable for all and any accident which might occur as a result of this packaging. It shall be returned to the seller in good condition and within the time specified by the seller. If the packaging is not returned within the stipulated time, or is destroyed or deteriorates, the seller will be entitled, without any prior formal notice, to invoice the buyer for the cost of its replacement, in which case the buyer shall become the owner of the replaced packaging, or the cost of restoring the packaging to its original condition and also to claim from the buyer an indemnity for loss suffered as a result of the failure of the buyer to comply with the above provisions. b) Transferred Packaging: When ownership of the packaging has been transferred to the buyer, he shall remove all references to the previous owner and shall not use such packaging for any purpose other than that for which it was originally intended. c) Retested Packaging; when packaging is subject to retesting in accordance with a frequency set by regulations (the buyer declaring that he is aware of the same) the last testing date is marked on the packaging. The seller will have no liability for any accidents arising from this packaging, whether empty of full, where it has been transferred to the buyer or not returned to the seller before the date of the next test. d/ Packaging Supplied by the Buyer: the buyer shall be responsible for the choice and the quality of the packaging that is intended to receive the goods. The buyer shall supply packaging which conforms to the regulations then in force. ART 8. Goods on consignment or for examination Who receives the goods on consignment or for examination is obliged to give it back in the state in which it is at the time of the delivery. The parties agree that the goods deposited is covered by appropriate insurance policy against theft, fire and weather, the signing of which will compete on which the Depositary has the burden of communicating, just signed, the details of the aforementioned policy. The depositary to withdraw the objects claiming to be responsible for legal purposes and is committed to keeping them diligently until the time of return. In the event of judicial foreclosure, the depositary is obliged immediately informed us of this procedure. The depositary is obliged to return the goods deposited with him at the simple request of the depositor. ART 9. Retention of Title The seller reserves title to the goods until payment in full of the price and of all incidentals. The risk in the goods shall however pass to the buyer upon delivery, as defined in Article 5 above. Consequently, in a case of late or nonpayment, whether in whole or in part, the seller reserves the right to require, on first demand and without prior formal notice, the delivered goods to be returned to it, wherever they are located. Goods stored at the premises of the buyer (in warehouses, depots, etc.) will be deemed to be the subject of the unpaid invoices. The buyer shall therefore not grant any rights to third parties that might limit the exercise of the provisions of this condition. All costs of returning the goods to the seller’s premises will be borne by the buyer. If the buyer becomes insolvent he must (I) notify the seller within 24 hours and (II) immediately cease selling any goods which are not yet his property. The buyer must also comply with his obligations as bailee. The buyer shall therefore be required to pay the price of the goods if they disappear, whether accidentally or otherwise. The buyer undertakes not to remove packaging or labels from goods stored in his inventory and which are unpaid. The above provisions shall apply without prejudice to any claim for damages for total or partial failure to pay the price of the goods. ART 10. Non-Payment a) Non payment of any invoice shall be considered a fundamental breach by the buyer entitling the seller to suspend any further delivery or to consider the contract terminated immediately by reason of the buyer’s default without prejudice to any claim for damages. Similarly, where payment is agreed to be deferred and the buyer does not pay punctually or makes a complaint for a batch already delivered, the seller may revoke such payment term and require advance payment for the subsequent deliveries or contracts. Should the buyer not meet such demand, the seller shall be entitled to terminate the contract by reason of the buyer’s default without prejudice to any claim for damages. Under the European Directive No. 2000/35/EC of June 29, 2000, penalties for delay are due automatically without formal notice and without prejudice to any damages from the day following the payment date indicated on the invoice should any sums be paid after such payment date. The interest rate will be equal to the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points. The seller shall issue invoices relating to these penalties on a six-month basis. b) In the event the financial standing of the buyer constitutes a justifiable cause for concern, the seller reserves the right to request payment in cash or prior to delivery in respect of current orders. c) Where goods in any order or by agreement are delivered in installments, the invoices relating to each delivery shall be payable by their respective due dates, and shall not be postponed until all the goods of the order of contract have been delivered. ART 11. Force Majeure The following shall be considered herein as events of force majeure constituting cause for the cancellation or suspension of the seller’s contractual obligations, without any right of recourse for the buyer: accidents affecting the manufacture or storage of the products, total or partial interruption of supplies of raw materials or energy, particularly default by carriers, fire, flooding, breakdown of machinery, total or partial strikes, administrative decisions, acts attributed to third parties, war and all and any external occurrences likely to delay or prevent the performance of the seller’s obligation or to render such performance economically exorbitant. ART 12. Governing law and Jurisdiction These General Conditions of Sale and any related contract shall be governed by the laws applicable in the seller’s country and shall be construed in accordance with such law, excluding the United Nations Convention on the international sale of goods of April 11,1980. All disputes arising between the parties to this contract shall be submitted to the courts having jurisdiction where the seller’s registered office is located. If legal proceedings are commenced against the buyer by any third party in another court, the buyer waives all rights to invoke any guarantee against the seller before this court. These General Conditions of Sales are also available on the Bandini Cuscinetti SRL Internet website: http://www.bandinicuscinetti.com/. P.IVA 01570840403 via Copernico 50, 47100 Forli • tel 0543.796655 • fax 0543.722602 • email bandini@bandinicuscinetti.com Layout by LAVELLI ADV - © 2016 CPZ SPA