Términos y condiciones

GENERAL SALES CONDITIONS

1) ORDER

a. The order is irrevocable.

b. If the customer does not respect the commitment with the supplier, the supplier can ask for its specific execution, or he can consider the contract resolved with the payment of a penalty at customer’s charge for the amount of one third of the amount of the supply and the reimbursement of the expenses paid.

2) PROPERTY RESERVE

a. The sales with installments or postponed payments are accepted with reserve of property in favor of Adimac until their full payment.

b. From the moment of the delivery, the risks are at customer’s charge, which is the depositary of the supplied goods and must take care of them with attention and not make or let make to third people any act that can harm the warranty and the property right of the seller.

c. The buyer is committed to communicate immediately to Adimac any event that concerns the goods object of the property reserve, included the transfer in a different place of the delivery place of the original installation.

d. If the goods supplied are object of foreclosure or sequestration from a third part, the buyer is obliged to inform the bailiff and Adimac with a registered mail.

3) DELIVERY

a. The terms of delivery and shipment don’t commit the seller because they are indicative and start from the moment of the payment of the eventual advance payment required.

b. When the supply has been done, any authorization needed from the authorities is to the customer’s charge, which must anyway pay the supply as agreed.

c. The seller can delay or don’t make the supply in the case where there is an impeditive cause due to force majeure or not caused by the seller. In these cases, any compensation is due to the customer.

d. The goods returned always travel at customer’s risk from the moment of the delivery to the driver.

4) PRICE/TERMS OF PAYMENT/INTERESTS

a. Promissory notes, authorized bills, transfers or agents are accepted with recourse and don’t replace the obligations committed with the order, even for what concerns the property reserve.

b. The invoices are considered accepted if no contestation from the customer is received within eight days after their reception.

c. The payment are valid (except for different written agreements) only if made directly to the seller. The seller can receive advance payments by bank transfers.

d. In case of an accepted postponed payment or delay of the payment of these payments, the customer accepts to pay the interests in the measure of T.U.S. increased of 7 points from the day of the delay. In this case, the seller can ask for default indemnities and other rights like the reimbursement of the major damage.

e. A payment delay determines the automatic cancellation of the potential discount applied on the price list.

5) NON-FULFILMENT

a. The payment delay constitutes (art. 1455 C.C.) serious non-fulfilment of the customer and gives to the seller the right to resolve the contract upon simple written request, without necessity of judges (art. 1456 C.C.)

b. In case of contract resolution the seller can obtain, at customer’s expenses, the immediate delivery of the supplied goods withholding the amounts eventually already paid like advance payments or parts of payment, and the payment of one third of the residual amount and the reimbursement of the major damage (art. 1382 C.C.)

c. In case of instalments, in case of payment of one instalment by the customer, the seller has the right to consider that this is lost from benefit of the term (art. 1186 C.C.) and to obtain immediately the payment of the price still due.

6) WARRANTIES

a. Complaints (art. 1495 and 1497 C.C.) regarding lacks and defects must be done immediately, within 8 days after the deliery, with registered mail to the seller’s office.

b. The seller undertakes for 12 months after the delivery (except for different written agreements) to eliminate the defects of the goods (not caused by the customer or not caused by a wrong maintenance) in a free of charge way. Anyway, the cost of the manpower and the cost of the right of call remain at the customer’s charge. Any intervention made by people non-authorized by the seller implicates the loss of the warranty right. The service of warranty is strictly subordinated to the compliance of the commitments taken by the customer.

c. Lamps, glass, electric and painted parts are not covered by the warranty. The replaced parts remain property of the seller.

d. Any compensation or reimbursement is due for the possible period of stop of the machine during which the operations are made under warranty.

7) TOLERANCE

The technical data contained in catalogues and advertising material of the seller are approximate and subject to tolerance.

8) PLACE OF JURISDICTION

Any challenge regarding the performance, interpretation or any other dispute that may arise between the parties regarding these Conditions of Sale is subject to the exclusive jurisdiction of the Court of Vicenza.