Conditions Fluidine s.r.l.

FLUIDINE S.r.l. - GENERAL TERMS OF SALE

These General Conditions of Sale (hereinafter the ‘General
Conditions’), unless expressly derogated in the order or order
confirmation of Fluidine S.r.l. (hereinafter ‘Seller’), govern the
supplies and sales of products and / or services rendered by the latter
and prevail over any other clause contrary inserted in forms that are
used by the parties or the buyer (hereinafter ‘Buyer’).
1. PRODUCTS
1.1 The subject matter of the sales governed by these General
Conditions are the products sold by the Seller upon receipt of the order
(hereinafter referred to as the ‘Products’). The sending of catalogues of
promotional material does not constitute an offer and the same may be
modified by the Seller at any time without notice. The information and
technical characteristics of the Products contained in the Seller's
catalogues, price lists, promotional material and website are indicative
and expressly not binding on the Seller.
1.2 Should the Purchaser need to carry out preliminary verifications,
even jointly with the Seller, for the suitability of the product to be
purchased, the latter is expressly exonerated from any responsibility or
obligation, also with reference to the suitability of the product sold,
even in the event that it does not correspond to the Purchaser's
requirements. This means that the agreement concluded as set forth
hereunder shall be deemed concluded with the relevant obligations set
forth hereunder also in the event of a mistaken purchase by the
Purchaser, who acknowledges that the Seller is merely the executor of
the instructions provided by the Purchaser and that under no
circumstances does the Seller act or participate in the evaluation and/or
selection of the Products together with the Purchaser.
1.3 The Purchaser further acknowledges that it is the only party with
knowledge of the objects on which the Products are to be installed and
the only party that is aware of the specific use for which the Products
are intended.
2. QUOTATION AND ORDERS
2.1. The estimate forwarded by the Seller to the Purchaser is valid
for 10 days, as are the relative prices contained therein, which, in any
case, may be subject to variation on the basis of facts independent of
the Seller's will and/or consequent to contingencies and/or factors
beyond the latter's control. In the event of a price variation, the
Purchaser may withdraw from the relationship within 3 (three) days
from the communication of said variation.
2.2. Under no circumstances may the Seller be considered in
default with respect to price variations that are beyond its control.
2.3. Orders must be made in writing and remain binding on the
Buyer for a period of 30 (thirty) working days from their receipt by the
Seller. Orders are deemed accepted by the Seller only upon
transmission by the latter of the order confirmation . However, the
binding effects on the Seller are subject to receipt of the payment
agreed upon with the Purchaser. Therefore, the order shall only be
processed upon receipt of payment, unless otherwise agreed between
the parties. In any case, early activity by the Seller with respect to the
above-mentioned timeframe shall not be construed as a waiver of any
rights. If the order confirmation contains changes with respect to the
order, the changes shall be deemed accepted three (3) days after receipt
of the order confirmation, unless dissent has been communicated
within the aforementioned period.
2.4. By transmitting the order, the Purchaser expressly accepts the
General Terms and Conditions of Sale referred to in the confirmation,
which shall prevail over any other prior agreement and may only be
waived by written agreement between the parties.
2.5. Any different conditions agreed upon shall be specifically
indicated in the order confirmation.
2.6. The purchaser has a right of withdrawal that can be exercised
at any time after transmission of the order confirmation up to the time
of delivery. However, it is expressly agreed between the parties that
withdrawal communicated to the Seller within 3 days after
transmission by the latter of the order confirmation shall entitle and
entitle the Seller to retain an amount equal to 30% gross of the price of
the order for which the withdrawal is made. For withdrawal
communicated after the third day following the transmission of the
order confirmation, no discount or reimbursement shall be granted and
therefore the entire price of the order must be paid.
2.7. The provisions set out in the preceding point do not apply to those
items that are defined in the quotation/offer or order confirmation as
‘special items’ for which no right of withdrawal or cancellation of the
order is provided. Therefore, in any case, in any case other than the
traditional execution of the contract of sale (delivery), and therefore in
the event of withdrawal, termination, cancellation, etc., the full agreed
price must be paid.
3. PRICES
3.1 Unless otherwise specified in the order, prices are in euros, net,
excluding taxes, packaging and transport. In fact, the prices and the
related completion of the bond are to be understood as Ex Work
(Incoterms 2000) and do not include: (i) the costs of transport, shipping
and insurance of the Products as well as (ii) taxes, duties, customs and
other official charges to be paid for exporting the Products from Italy
and/or importing them into the Purchaser's territory and/or (iii) any
other costs after delivery to Sesta Strada Poggilupi 225/D, 52028 -
Terranuova Bracciolini (AR): all amounts under (i), (ii), (iii) shall be
borne by the Purchaser. The cost of any packaging shall be paid by the
Purchaser.
3.2 The minimum billable amount is €100 (excluding VAT).
3.3 For lower amounts, €25.00 will be charged for handling costs.
4. PAYMENTS
4.1. The terms and methods of payment are those indicated by the
Seller in the order confirmation, unless subsequently modified by an
express declaration of the Seller. Unless otherwise specified, payment
shall be made within 30 (thirty) days from the date of the invoice sent
by the Seller.
4.2. Regardless of what is indicated in the order confirmation,
payment shall be deemed made at the Seller's premises. The issuing of
promissory notes, cheques or other payment instruments by the Buyer
does not constitute payment, nor does it result in a change of place of
performance or novation of the original obligations. All costs for the
issuance of promissory notes, cheques or other payment instruments as
well as related bank charges shall be borne by the Buyer.
4.3. If an advance payment is agreed upon, it shall be paid by the
Buyer at the time the order is signed. The advance payment shall be
non-interest bearing and shall be promptly returned to the Buyer
should the relative order not be confirmed by the Seller within the
terms indicated in point 2 et seq. above

4.4. In the event of payment by instalments, the Buyer shall provide
the Seller with the necessary negotiating instruments (cheques, etc.) in
addition to the guarantees to be agreed upon. Should the Purchaser fail to
pay even a single instalment or reduce the guarantees provided to the
Seller, the latter shall have the right to demand immediate payment of the
entire amount due with forfeiture of the benefit of the term, without
prejudice to the Seller's further rights.
4.5. In the event of non-payment or delayed payment, in whole or in
part, the Purchaser shall pay interest on arrears equal to the interest rate
envisaged by Article 5 of Legislative Decree no. 231/2002. In this case,
the Seller's right to:
a. suspend delivery of all Products and orders in progress
b. declare the relevant contract of sale terminated
c. claim compensation for damages suffered due to non-payment or
delayed payment;
d. withhold the advance payment and all other sums already paid by the
Purchaser, without prejudice to the Seller's right to compensation for any
greater damages it may have suffered.
4.6. The Buyer shall not be entitled to suspend or delay any payment
in the event of complaints, defects in the Products or delay in delivery by
the Seller.
5. DELIVERY
5.1. Regardless of what is agreed with regard to transport costs, as
well as regardless of any reference to Incoterms contained in the Technical
Documentation, the purchase order, the order confirmation or any other
document, delivery is understood to be made ex-works at Sesta Strada
Poggilupi 225/D, 52028 - Terranuova Bracciolini (AR) (Ex Works -
Incoterms 2000) with the loading of the Products onto the means of
transport and shall entail the identification of the goods and the
simultaneous transfer of risks.
5.2. Delivery terms are understood to be counted in working days and
are not essential. Delivery terms may in no case be less than 30 (thirty)
days from receipt of the order by the Seller, unless shorter.
5.3. If an advance payment is envisaged, the relevant delivery period
shall begin upon receipt of the advance payment by the Seller.
5.4. If the Seller fails to meet the delivery terms due to delays or nondeliveries of its suppliers, interruption or suspension of transport or
energy, strikes and labour unrest, as well as due to any other unforeseeable
event beyond its reasonable control, the commencement of the terms shall
be suspended from the day of the communication of the impediment to the
Buyer. In no event, however, shall any compensation or indemnity be due
to the Purchaser by the Seller for the Products already purchased by the
Purchaser from his supplier on the date of communication of the
impediment.
5.5. Unless otherwise notified by the Seller, the Purchaser shall
collect the Products on the day indicated in the order confirmation. After
10 (ten) days have elapsed without the Purchaser having collected the
Products, the Seller may terminate the contract of sale, giving written
notice thereof to the Purchaser, without prejudice, in any case, to the
Seller's right to demand payment of the agreed price and the right to
definitively retain the advance and any instalment paid by the Purchaser.
6. WARRANTY
6.1 The Seller warrants to the Purchaser that the Products are fit for their
intended purpose, in accordance with the Technical Documentation or
Technical Specifications, as the case may be, and that they are free from
defects and faults under normal use and proper maintenance.
6.2 This warranty shall be valid for a period of 12 months (unless a
different and broader specific warranty applies to certain Products) from
delivery of the Products and shall in no event be suspended or extended as
a result of the Purchaser's failure to use the Product. It is acknowledged,
however, that the Seller shall not be liable for the suitability of the
Products for any particular end use, it being understood that the
determination of such suitability is the sole responsibility of the Purchaser.
6.3 Any further warranty given by the Seller to the Purchaser, express or
implied, statutory or contractual including, but not limited to, any warranty
as to merchantability and/or fitness for a particular purpose is hereby
excluded.
6.4 The warranty does not extend in the event of: (i) Products damaged in
transit,
6.5 (ii) improper installation and/or assembly, neglect, insufficient or
failed maintenance and improper storage of the Products, (iii) damage
resulting from accidents, fire, unforeseeable events or other circumstances
for which the Seller is not responsible, (iv) defects resulting from
interventions and modifications of the Products, (v) damage resulting from
repairs and/or replacements not carried out by the Seller, (vi) normal use
and wear and tear, beyond the time limits set out above (vii) damage
occurring during the period of non-payment by the Purchaser.
6.6 In any case, the Seller shall be liable for defects and consequential
damages up to the amount of the contract value of the individual sale of
the defective or flawed Product.
6.7 Immediately upon receipt, the Purchaser shall, under penalty of
forfeiture, examine the Products and notify the Seller in writing, without
delay and in any case within the following 8 (eight) days from discovery,
of any incomplete or defective deliveries as well as any obvious defects
found by the Purchaser and/or its customers, indicating precisely the
defective Product, the Product code, the relevant batch and date of delivery
and the nature of the defect.
6.8 Similarly, hidden defects shall be reported by the Purchaser, under
penalty of forfeiture, without delay and in any case within 8 (eight) days of
their discovery by the Purchaser and/or his customers, indicating precisely
the defective Product, the Product code, the relevant batch and date of
delivery and the nature of the defect.
6.9 In no event shall agents, purchasers or intermediaries of the Seller be
authorised and empowered to represent and bind the latter vis-à-vis the
Purchaser or other third parties. To this end, any communication relating
to defects in the Products shall be invalid and ineffective if made to the
Seller's agents, customers or intermediaries.
6.10 The Purchaser shall keep the defective Products at the Seller's
disposal for a reasonable period of time to permit their inspection and shall
not, without the Seller's written authorisation, return them.
7. TERMINATION AND RETENTION OF TITLE
7.1 Without prejudice to any hypotheses of withdrawal and/or termination
provided for in these General Conditions, the Seller shall also have the
right to terminate the contract of sale at any time if the Purchaser breaches
any provision of these General Conditions and does not remedy the
situation within 15 (fifteen) days following receipt of the relative notice of
default.

7.2 The Seller shall retain ownership of the Products until full payment
of the invoice price and fulfilment of any other relevant obligation of
the Purchaser. In the event of non-payment or delayed payment and/or
non-fulfilment of obligations by the Purchaser, the Seller shall
automatically have the right (faculty) to terminate the relevant contract
of sale and/or to demand the return of the Products (or, at its discretion,
to obtain payment of the price), without any obligation to give prior
notice. In this case, the Purchaser will be obliged to immediately return
the Products to the Seller.
7.3 Until ownership of the Products has been transferred to the
Purchaser, the latter shall be obliged to conserve them with all
diligence, to insure them at its own expense against theft, vandalism,
and damage caused by fire, water or other natural elements, for an
amount at least equal to the purchase price, as well as to notify the
Seller, in writing and without delay, of any execution or action initiated
by a third party and to inform the third party immediately in writing of
the existence of the reservation of title in favour of the Seller. In the
event that the third party is unable to reimburse the Seller for any costs
incurred by the latter in enforcing its rights, the Buyer shall be liable
for such costs and shall immediately reimburse the Seller for the said
amount upon receipt of the latter's written request.
8. APPLICABLE LAW AND JURISDICTION
8.1 The contracts of sale governed by these General Conditions shall
be governed by Italian law, with the express exclusion of the
application of the 1980 Vienna Convention on Contracts for the
International Sale of Goods (with the exception of the provisions of
Article 11 of the Convention concerning the freedom of form of
contracts).
8.2 Any dispute between the parties in connection with supplies subject
to the Seller's order and/or order confirmation and/or governed by these
General Conditions shall fall under the exclusive jurisdiction of the
Court of Florence, Italy.
9. CLOSING CLAUSES
9.1 The circumstance that the Seller does not at any time assert the
rights recognised to him by any clause of these General Conditions or
of the contracts of sale regulated by them cannot be understood as a
waiver of such rights, nor can it prevent the Seller from subsequently
demanding their punctual and strict compliance.
9. 2 Should any of the provisions of these General Conditions or any of
the clauses of the sales contracts governed by them be declared invalid,
unlawful or ineffective, the remaining conditions shall continue to be
effective, and the invalid conditions shall be considered void, unless
such provision constitutes an essential condition of the contract and
was an essential reason for the Seller to conclude the same All
information provided by the Seller, including prices and orders, shall
be considered by the Buyer as strictly confidential and shall be used
exclusively for the purpose of the supply; may not be published,
disclosed, assigned for any reason, given for viewing, reproduced
and/or in any way be used for other purposes with third parties without
the prior written consent of the Seller. The publication of extracts is
also prohibited.
9.3 The Purchaser is aware of the existence of a copy of a version of
these general conditions in the Italian language and is aware that for
any divergence or conflict of interpretation, the Italian version shall
prevail.

A
Pursuant to and for the purposes of articles 1341 and 1342 of the Italian
Civil Code the Purchaser hereby declares that he/she expressly
approves the clauses set forth in articles:
art. 1.2 and art. 1.3 on partial exoneration of liability
Art. 2.1, Art. 2.2, Art. 2.3, Art. 2.4, Art. 2.5, Art. 2.6, Art. 2.7 on the
order modalities and on the specific conditions of order signing
Art. 3.1 on the provision of Incoterms conditions, and on what the
agreed price includes and does not include
Article 4.1, Article 4.2, Article 4.3, Article 4.4 and Article 4.5 on
payment terms, terms and provision for interest on arrears
Art. 5.1, Art. 5.4 on delivery and partial exoneration of liability and
Art. 5.5 on termination of the agreement
Art. 6 on the guarantee
Article 7.3 on transfer of ownership
Art. 8 on applicable law and jurisdiction
Art. 9.3 on language precedence clause