Manufacturer's General Conditions Of Sale
6Pages

MANUFACTURER’S GENERAL CONDITIONS OF SALE 1. These general conditions of sale (hereinafter referred to as the “Conditions") form an integral part of all distribution agreements and/or export sales contracts regarding products manufactured by VARVEL SpA, Via 2 Agosto 1980 No 9 – 40053 Valsamoggia loc. Crespellano, Bologna, Italy, Tel. +39.051.6721.811 - Fax +39.051.6721.825 (hereinafter referred to as the "Products" and the "Manufacturer"). Any general or special conditions of purchase of the buyer (including those referred to in communications sent by the buyer to the Manufacturer) shall be inapplicable to sales of the Products by the Manufacturer and shall not bind the Manufacturer unless expressly approved by the latter in writing. All offers, acceptance of orders and deliveries by the Manufacturer shall be deemed to have been made pursuant to these Conditions, except as otherwise expressly agreed by the Manufacturer in writing; in any event, acceptance of the Products delivered by the Manufacturer shall imply acceptance by the buyer of these Conditions. Execution and entry into effect of the sale contract Each contract of sale shall be deemed to have been entered into at the moment in which the ordering party becomes aware of the Manufacturer’s acceptance, or in the absence of said occurrence, at the time of delivery of the Products to the ordering party. The Manufacturer reserves the right to accept or reject the buyer’s orders, in the Manufacturer’s sole discretion. In any case, the Manufacturer may not consider in any way (i) orders which are not duly signed by the buyer and/or which do not precisely identify the ordered Products and (ii) orders for Products to be realized in accordance with specifications provided by the buyer and in respect of which the Manufacturer has not already received from the buyer all of the technical specifications and data necessary in order to identify the characteristics of the ordered Products and to have them manufactured. In the event that the order confirmation of the Manufacturer contains additions, limitations or other modifications with respect to the purchase order issued by the buyer, such order confirmation shall be deemed accepted by the buyer if not rejected in writing within 7 (seven) days from receipt thereof by the buyer. Partial delivery of Products ordered shall not imply acceptance by the Manufacturer of the entire order, but only acceptance of the part of the order relating to the Products actually delivered. In any and all cases, the performance of the contract of sale shall be deemed to have taken place at the Manufacturer’s headquarters. The offers made by the Manufacturer to the buyer, if any, shall not be binding on the Manufacturer and the Manufacturer reserves the right to cancel or revise its offers at any time prior to its written acceptance of the buyer’s order. If, in making an offer, the Manufacturer sets a deadline by which the offer must be accepted by the buyer (by means of sending the relevant purchase order), the offer shall remain in force solely for the period of time indicated by the Manufacturer and, when that period has elapsed, the offer shall expire without any need for revocation thereof. The Manufacturer reserves the right to make changes to the technical drawings/specifications of its Products in order to improve their performance; the Manufacturer shall inform the buyer of said changes in advance only if they are significant. Any change to or cancellation of the order by the buyer shall be ineffective unless previously authorized or subsequently accepted in writing by the Manufacturer. In the case of orders for Products to be realized on the basis of specifications provided by the buyer, if the supply ceases, the buyer shall purchase all of the materials (raw materials, work in progress and finished products) expressly procured by the Manufacturer in order to fill said orders. In any case, the Manufacturer shall be entitled to recover any damages suffered by the Manufacturer in excess thereof. VARVEL SpA | Via 2 Agosto 1980, 9 | Loc. Crespellano, 40053 Valsamoggia (BO) Italy | T. +39 051 6721811 | F +39 051 6721825 | varvel@varvel.com Pec. varvel@legalmail.it | Cap. Soc. € 2.000.000,00 i.v. R.E.A. BO 173464 | C.F. / Reg. Impr. 00613250372 | P.Iva IT00518591201 | www.

All delivery deadlines given by Varvel shall be deemed to be approximate only and non-binding. The buyer, by acceptance of a late delivery, waives any and all rights relating to the delay. Any delay by the buyer in providing any information (including, without limitation, drawings, data, and specifications) or in carrying out any tasks which are necessary in order for the contract of sale of the Products to be performed, or equally any delay by the buyer in fulfilling any of its obligations, shall entitle the Manufacturer to postpone the delivery of the Products for a period corresponding...

In accordance with the terms of Article 4.1 above, during the Warranty Period, the Manufacturer agrees to repair or replace, at the Manufacturer’s sole discretion, Products and/or Product parts that the Manufacturer acknowledges to be defective, free of charge. The buyer shall deliver to the Manufacturer DAP Crespellano (ICC Incoterms®2010), at the buyer’s sole expense, the parts or Products alleged to be defective and the Manufacturer shall examine said parts or Products to determine whether they are defective and whether the Manufacturer is responsible for the defect; in such case, and,...

within the meaning of Article 2 above, the Manufacturer shall be entitled, without any formalities including having to notify the Buyer of such default: - not to fill any further order and to refuse to deliver the Products; or, alternatively, to suspend delivery of and/or refuse to deliver the Products ordered until such time as all sums owed by the buyer to the Manufacturer have been paid in full. Any claim by the buyer that the Products are defective shall not entitle the buyer to suspend or delay payment; the buyer may not commence or proceed with any action against the Manufacturer if...