general sales conditions
GENERAL CONDITIONS OF SALE OF AZIENDA S.P.A.
Valid and enforceable starting from 01/01/2017
1. Premise
The following General Conditions of Sale of IDL EXPORT SRL, with registered office in Via San Marco n.2 31050 Fanzolo di Vedelago (TV) in Italy, CF – P IVA 03247000262, (hereinafter
called "AZIENDA ") shall govern all sales of products made by AZIENDA (hereinafter "Products") to its clients (hereinafter the “Purchaser”), if not expressly derogated in writing. The Ge-
neral Conditions of Sales supersedes any written or verbal commitment, agreement or covenant previously established between AZIENDA and Purchaser. In no event other conditions
of any kind affixed to orders and/or other documents sent by the Purchaser or third parties shall apply without the express written approval of AZIENDA.
2. Entering into the Agreement
Any order placed by the Purchaser will be binding only if made in writing, also by fax or mail. The sale contract shall, therefore, become final and binding only upon receipt by the Pur-
chaser of AZIENDA’s written order confirmation, or when AZIENDA commences execution of the order submitted by the Purchaser. Should the order confirmation sent by AZIENDA
to the Purchaser contain any modifications with respect to the order, such modifications shall be deemed to have been tacitly accepted by the Purchaser after a 5 (five) working day
term of receipt by the latter of such order confirmation, unless the Purchaser gives written notice of disagreement toAZIENDA.
3. Delivery Terms
Unless otherwise agreed in the Agreement, the Products are delivered EXW (Incoterms 2010) to the registered office of AZIENDA in 31050 Fanzolo di Vedelago (TV) Via San Marco n. 2
in Italy (hereinafter referred to as "Delivery"). Unless otherwise agreed in writing, the Purchaser shall collect the products no later than 8 (eight) days. In case of delay in the withdrawal of
the Products, the agreed payment terms shall not be extended and the Purchaser shall pay all charges relating to the occupation of the warehouses to AZIENDA amounting to a daily
fixed sum of 0,5% of the Products’ net price. It is understood that the risk of damage, deterioration, loss and/or theft of the same will be borne by the Purchaser from the initially agreed
date of delivery. The Company shall provide the Products with standard packaging suitable for ordinary transportation and handling. Should a special packaging be required, the latter
shall be invoiced at cost according to the agreements entered into on a time to time basis with the Purchaser. In no event the delivery terms agreed in the Agreement (hereinafter
"Terms of Delivery") shall be considered final terms. Should an advance payment on the order, the opening of a letter of credit or the issuance of a bank guarantee be agreed, delivery
terms will start running as of receipt of such advance payment or of the documents confirming the effectiveness of the letter of credit or the bank guarantee. The abovementioned ter-
ms shall be suspended until notification by the Purchaser of all technical and administrative data and information necessary for the proper fulfilment of the order. Terms of delivery shall
be automatically extended in case the Purchaser request any modification to the order after the sale contract being finalised and shall be automatically suspended in case the Purcha-
ser fail to pay any amount due to AZIENDA even if such failure is not related to the pending order. Any delays in delivery of 30 (thirty) days or less from the agreed or extended delivery
term cannot under any circumstances give rise to claims for damages or price reductions, or entitle to cancelling and/or terminating and/or amending the Agreement. In case of late
delivery exceeding sixty (60) days, the Purchaser shall be entitled to a daily penalty of EUR 50.00 (fifty/00), effective from the sixty-first day until the actual delivery date; the Purchaser
gives up expressly claims for the maximum damage, to claims of reduced prices, to request cancellation and/ or termination and/or amendment of the Agreement. In case of delays in
delivery of certain products caused by unforeseeable circumstances, force majeure, to delay or lack in deliveries by its suppliers and/or other causes not attributable to willful miscon-
duct and/or gross negligence or any other cause beyond the reasonable control of AZIENDA, the Purchaser shall not be entitled to claim any compensation and/or damages, nor to
require the termination and/or amendment and/or cancellation of the agreement or the price reduction for the furnished products.
4. Price and payment terms
Unless otherwise indicated in the order confirmation, prices of the Products expressed in Euro shall be those set forth in AZIENDA’s price list in force at the date of the order confirma-
tion. Payment shall be performed according to the terms indicated by AZIENDA in the order confirmation. However, the Seller shall have the right to increase the price of the Goods at
any time before the delivery, in order to cover increases in the cost of the Goods due to any factor beyond the control of the Seller. Products shall remain the sole property of AZIENDA
until full payment of the price or full cash of any possible checks, promissory notes, or any other negotiable means of payment have occurred, even if the transport documents have
already been delivered. In case of failure to pay even partially the price, AZIENDA shall be entitled to suspend the execution of the Agreement until full payment of the due amounts, or
the enforcement of appropriate guarantees. In case of late payment, even partial, AZIENDA will be entitled to the payment of default interests permitted by applicable law (Legislative
Decree no. 231/2002, as amended), which in any case will begin to accrue automatically from the due day without need of any default notice. Under no circumstances, any defects
of the products, even if expressly recognized by AZIENDA, as well as any delays in meeting the delivery terms, will give the Purchaser the right to suspend the payments, and/or any
other payment due to AZIENDA under this Agreement or other contractual relationships (estoppel clause pursuant to art. 1462 cc). 5. Guarantees and claims – returned goods – list/-s
AZIENDA guarantees the absence of defects in products pursuant to the law. In the event that any complaint of the Purchaser with regard to defects in products proves to be justified
and accepted by AZIENDA during the warranty period, AZIENDA will provide free replacement of faulty products and/or, at its sole discretion, their repair with delivery made EXW (Inco-
terms 2010) at the registered office of AZIENDA. It is understood that the guarantee obligation assumed by AZIENDA is limited to Product defects expressly recognized and accepted
by AZIENDA. The Purchaser shall examine each single Product immediately upon receipt. Under penalty of cancellation of the guarantee, the Purchaser must report the defects found
in the products in writing. This warranty for the Purchaser only covers defects in material or workmanship of the Products, and applies under normal conditions of usage, transport,
storage, maintenance, display and sale. Furthermore, this warranty shall apply only on condition that: 1) the Purchaser is not late in any payment either or not related to the defective
Products; 2) the use of the Products is consistent with their technical characteristics and is in compliance and within the limits set forth under the installation instructions; 3) the Pro-
ducts are installed by qualified technicians in compliance with the installation instructions and the technical regulations; 4) the Products are powered with power devices supplied by
AZIENDA and, if necessary, installed in the AZIENDA’s shuttering; 5) the installation of the Product is certified by the installer in accordance with applicable regulations; 6) the Products
have been modified, altered or repaired by third parties not previously authorised by AZIENDA; 7) the defects of the Product are due to unexpected or not reasonably probable events,
including electric shocks, lightning or electrostatic discharges; 8) the electrical system is operating in an environment whose characteristics are not compliant with those required for
a proper functioning according to the type and destination of the Products, including, by way of example, impulsive line noise, sudden power surges, excessive temperature or insuf-
ficient ventilation. In particular, and without prejudice of the generality of the foregoing, the warranty shall not apply to used or second- hand Products, in case of defects of Products
caused by inappropriate conditions of storage, transport, custody, maintenance, display or sale by the Purchaser (and/or by third parties) or defects of the Products due to fault of the
Purchaser (or of third parties), or failure to comply with the instructions and indications for use provided for by AZIENDA. Purchaser understands and agrees that the information and/
or data and/or images and/or terms of products, indicated in the list/s of AZIENDA and/or on the website www.AZIENDA.it and/or other materials for technical and/or commercial and/
or promotional, are purely indicative. AZIENDA expressly reserves the right to change, at any time and without notice, specifications, models, materials, colors, accessories, finishes
and in general any characteristic of the products reported in the list / s and/or these websites and/or other materials for technical and/or commercial and/or promotional. No returns
of Products shall be allowed unless previously approved in writing by AZIENDA. The Purchaser shall, therefore, inform AZIENDA in writing before the Products approved for return are
shipped. Returned Products shall always be delivered DDP (Incoterms 2010) AZIENDA.
6. Charges
Any taxes, levies, duties, fees, licenses, authorizations, permits and/or other tax charges and/or Custom duties and/ or administrative expenses however designated, under the laws
of the State of importation of products covered by the Agreement (hereinafter then, "Charges"), are entirely and exclusively borne by the Purchaser. No delay in the settlement of such
charges shall entitle the Purchaser to terminate the Agreement and/or to claim damages. The Purchaser expressly waives the right to raise any challenge, claim, appeal, objection and/
or counter-claim in this regard.
7. Language
These General Conditions of Sale are written in Italian and shall be understood as the only authentic text. Any translation of these General Conditions of Sale as well as any other con-
tractual documents in any language other than Italian shall be deemed for courtesy purposes only.
8. Exclusive jurisdiction - Reimbursement of legal fees
For any dispute that may arise related to the conclusion, application, interpretation, validity, effectiveness, execution and/or termination of this Agreement will be referred exclusively
tothe Courtof Treviso (Italy).Still AZIENDA has the right to act in justice, as an interim or provisional measure, before the competent court of law of the Purchaser’s address. For any
dispute that may arise related to the conclusion, application, interpretation, validity, effectiveness, execution and/or termination of this Agreement, the winning party shall be entitled
to obtain from the other party the reimbursement of any professional technical and/or forensic costs, expenses and compensation, to a reasonable extent, incurred in relation to the
dispute.
9. Applicable Law
The law applicable to the Agreement is Italian, being expressly excluded the application to the Agreement of the Vienna Convention of April 11, 1980 on the International Sale of Goods
being hereby expressly excluded (with the exception of art. 11 thereof regarding the agreements’ freedom of forms, which shall apply).
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