COMPANY WHERE WE ARE TERMS OF SALE CONTACTS NEWS VIDEO VENDRAME Srl Technologies for the Environment legal and production headquarters: via Nerbon, 4 31057 SILEA (TV) - ITALY Tel ++ 39/0422/360518 Fax ++ 39/0422/360516 Share capital Euro 100,000. = Inter. paid in Company Reg. TV, CF and VAT number 03665180265 info@vendrame.it - www.vendrame.it GENERAL CONDITIONS OF SALE 1. INTRODUCTION - Acceptance of offers implies acceptance of these conditions. The offers are subject to sales and the commitments made by any Representatives or Agents are valid only after full written acceptance by the seller. All the conditions indicated herein are understood to be accepted even independently of the signing of the order confirmation, as they must be considered as an essential part. Therefore, any clause affixed by the buyer in his orders and in his correspondence to the contrary or in any case in addition to the general or special conditions contained in the estimate or in the seller's order confirmation is considered unwritten. Prices, catalogs, features and advertising documents do not constitute firm offers on our part. 2. ORDERS AND ADVANCES - Orders must be accompanied by the advance prescribed by the seller. Advances are always non-interest bearing. The payment made remains acquired by the seller by way of indemnity in the event that the order is canceled by the buyer. In the event of failure by the buyer to pay the anticipated advance, the seller is paid a penalty to be paid by the buyer equal to 1% (one percent) for each day of delay, beyond 10 days from the date on which the payment or, if the date is not defined, from the date of signature of the commission. All commissions are binding and irrevocable for the customer and are in any case intended to be assumed unless approved by the supplier company. 3. PRICES - Prices are in Euros, net, excluding VAT, for cash and for delivery ex works (Ex-Works Silea (TV) - Incoterms 2010). The prices indicated in the order are fixed with reference to the sales price list of the supplier company which reserves the right to modify them in the event of changes in costs or exchange rates (for imported goods), or to cancel the commission without obligation to indemnify the client. 4. DELIVERIES a - The delivery of the goods is agreed with ex-works delivery (Ex-Works Silea (TV) - Incoterms 2010). b - A tolerance of 90 working days is established in favor of the seller. c - All the causes that in any case may delay the manufacturing process, such as work interruptions, agitations, act as justifications for any further delays in delivery, in any case not exceeding 120 working days, in addition to cases of force majeure. trade union, delays attributable to suppliers and body builders, transport suspensions, electricity shortages, fire or accidents, etc. d - Once the maximum limits indicated in points b and c have been exceeded, both contracting parties will have the right to withdraw from the contract. e - The essential and peremptory deadline of 10 (ten) calendar days from making them available is established for the buyer to collect the goods. f - If the delay of the goods is greater, the seller has the right to demand payment of the same before issuing a regular invoice; in case of delay, the deferred payment, where foreseen, must be considered immediate before the delivery of the goods. The seller is also entitled to request any storage and parking costs, nor can it be held responsible for any damage that could directly or indirectly derive from the goods during storage. g - The penalty provided for by the buyer, in case of delayed collection beyond the 10-day deadline indicated in point e, is equal to 1% (one percent) of the value of the goods for each day of delay; the seller may claim, in the first instance, on any advance paid. h - In the event of termination of the contract, the seller can only be required to return the sums received, excluding any compensation for damages. 5. PAYMENT - Payment must be made exclusively at the seller's domicile and made within the established terms and methods; the payment can never be suspended, or even partially delayed, for any reason, reason or complaint, or made by third parties. In the case of deferred payments, the sale is understood to be made with the agreement of the retention of title in favor of the seller; the buyer undertakes to provide the seller with all the information necessary for this purpose, assuming the entire burden of the relative expenses. If the buyer defaults on payments, the contract will be considered terminated by law, without the need for judicial ruling, the reservation of dominion automatically becoming effective. In any case, for the delayed payment, on the outstanding amount, in favor of the seller, default interest based on the rate in force pursuant to Legislative Decree 231/02, without prejudice to the seller's right to compensation for any greater damages. Furthermore, the seller will be able to claim the balance of each contract and will have the right to suspend the shipment of the remaining orders even if related to other contracts. The seller reserves the right to deliver the documents for circulation after the full payment of the supply. 6. SPEDIZIONI - Shipments, even if postage paid, are always understood to be made at the buyer's risk and peril. This also applies to those carried out through forwarding agents. Packaging, if requested and necessary, and any other related expenses or taxes are the responsibility of the customer. The weight of the goods is recognized on departure at the buyer's expense, and it is his obligation to check the weight and condition of the goods before collecting them, making due reservations to whom of reason in the event of differences in weight and failures, of which the seller does not respond. Deliveries may be suspended at any time or postponed to the seller if in its sole discretion the buyer's commercial, economic or financial references do not offer sufficient guarantees for the successful completion of the supply. 7. MODIFICATION OF THE CONSTRUCTION - The factory can make any modification in the construction without notification to the buyer. The factory is not obliged to make any changes applied after the order have been made to products already built or under construction, intended for the buyer. 8. PERSONNEL PERFORMANCE - The services of our technicians for assembly, commissioning, testing, maintenance can be carried out on request, at the rates in force. The aforementioned services are not included in the price of the materials sold, unless specifically specified in the offer. 9. CONDITIONS Duration:12 months for products of normal construction starting from the delivery date. In the event that the goods are delivered on consignment / proof account / display account / etc. and subsequently the buyer / owner or a related person / company confirms the purchase, the guarantee starts from the date of transfer to the viewing account / proof account / exhibition account / etc. Completion: The guarantee consists in the free replacement, labor for disassembly excluded, of the parts that are unusable due to construction or assembly defects at the sole discretion of the manufacturer or in the repair of those found to be inefficient but reusable. For parts not built by the seller, the same is limited to providing the guarantee granted by the relevant manufacturer. Place:The necessary checks are carried out by the seller at whose workshop or other authorized workshops, the customer must send the material to be checked at his own expense. For any inspections granted by the seller during the warranty period, only the fixed call fee will be charged. In the event of repairs, the following will be invoiced: the fixed call fee, the hours of work on site, the stay if the service is more than 6 hours. Forfeiture: The guarantee is terminated if: • the product is used in a way that does not comply with the manufacturer's instructions or is improperly used • the product is modified, repaired or dismantled, even in part, without the written authorization of the seller • the buyer has not fulfilled the contractual payment obligations on time. Exclusions: consumables and parts subject to wear are excluded from the guarantee. Generality:Any delays in carrying out the guarantee do not give the right to compensation for damage. Complaints for flaws or defects must reach the seller within 8 days of their discovery. In none of the cases provided for by the warranty regulations, the buyer can demand termination of the contract, compensation for damages or machine downtime. Any report of anomalies in no case and for no reason may suspend or delay the payments that must be made within the terms already established under penalty of non-acceptance of the complaint. This is the only valid guarantee; no one is authorized to change the terms. 10. COMPLAINTS - After 8 days from the delivery of the goods, this is considered definitively accepted by the buyer. The goods that the buyer has used in whole or in part are equally accepted. Complaints for any flaws or defects must be motivated and proposed, under penalty of forfeiture, within eight days of discovery, exclusively by registered mail with return receipt. Defects or differences cannot in any case give rise to claims for damages or to the termination of the contract, but only to the replacement of the defective goods. Returns of goods are not accepted unless previously authorized and carriage paid. 11. CATALOGS, TECHNICAL DATA, DRAWINGS - The seller reserves the right to make any changes to the products at any time, even substantial ones, which he deems convenient. The technical data and measurements are purely indicative. The buyer expressly limits himself not to make use, for reasons other than those provided for in the supply contract, of the drawings, catalogs, technical information and findings relating to the supply which remain the property of the seller and which the buyer cannot deliver to third parties or reproduce without prior written permission. 12. TESTING AND REGISTRATION - The buyer, if requested in writing, has the right to an acceptance test to be carried out by a tester delegated by the seller, and in the presence of the buyer or his representative, before collecting the goods. If the buyer withdraws the goods without making use of the right of control, the goods themselves are considered unconditionally accepted, as seen and liked. For the road circulation of vehicles in Italy there is an obligation to register them in accordance with the Highway Code. 13. LIMITATIONS - The buyer undertakes: not to use the goods purchased for a service other than that for which they were intended; not to modify its construction, functioning and aesthetic line. 14. IN CHARGE OF THE SALE - The commission agents, dealers, agents and intermediaries in general of the manufacturer have no power of representation; each of their stipulations will therefore bind them alone towards the customer. The buyer may not invoke any exceptions or concessions or tolerances already applied for the attribution of rights that do not strictly comply with the aforementioned agreements, or as previous ones, or manifestations of will that are not in writing. 15. WITHDRAWAL ORDER - The order cannot be revoked by the Client, without the written agreement of the seller, who reserves the right to refuse the revocation or make it subject to the payment of a compensatory indemnity, the amount of which he will set; in any case the minimum amount will be equal to 30% (thirty percent) of the total value of the order; the buyer declares to allow the seller to withhold, in the first instance, the amount of any advance. 16. TERMINATION OF THE CONTRACT - In the event of termination of the contract due to the customer's fault as a penalty for the non-fulfillment of which and also as compensation for use and deterioration of the machines, any advance paid and the price installments already paid will benefit the seller , without prejudice to the right of the seller to claim the reimbursement of further indemnities, where he deems it appropriate. In the event of termination of the contract by the customer due to late delivery by the seller, any shares forfeited on the reseller's order will simply be returned to the customer without compensation for damage. 17. TAXES, TAXES AND OTHER CHARGES - The taxes, duties, other present and future charges inherent in this sale, as well as the use of the goods sold, are the sole responsibility of the buyer. 18. COURT - For any dispute, in any case dependent on a contract or connected with it and also the hypothesis of continence or connection of causes, where the seller is agreed upon, Italian law is applied and the Treviso court is exclusively competent. Any drafts, acceptance of regulations, shipments with or without check, and any other act performed by the seller may not derogate from this clause. 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