General Sales Conditions

GENERAL CONDITIONS OF SALES

1. DEFINITIONS
In these General Conditions of Sales hereinafter referred to as the “Conditions”, “Company” means the company Maico Italia S.r.l.; “Buyer” means the person, firm or company to whom the Company’s invoice is addressed; “Products” means the goods, materials and/or other items to be supplied pursuant to the Contract; “Contract” means the contract for sale and purchase of the Products made between the Company and the Buyer as described in the proposal to which these Conditions apply; “Order” means the Buyer’s orders of purchase time to time sent by the Buyer containing the quantity and type of Products required; “Confirmation of Order” means the confirmation, coming from the Company, of the Order sent by the Buyer; “Indemnity Agreement” means a supplemental agreement to this Conditions and to the Contract, by which the [Importer/Buyer] undertakes to indemnify and/or hold the Company harmless whereas the Products should be utilized, sold or re-exported in violation of the restrictive measures enforced by the UN and/or the EU; “End User Statement” means a supplemental agreement to this Conditions and to the Contract, by which the [Importer/Buyer] formally declares to utilize the supplied Products exclusively for specific civil purposes.

2. VALIDITY
Save expressly agreed in writing between the legal representative of the Company and of the Buyer, these General Conditions shall be always included in each Order or Contract for the supply of Products closed between the Company and the Buyer and shall always supersede the general conditions of the Buyer. The acceptance of the Order Confirmation by the Buyer in whatsoever form involves the application of these General Conditions.

3. PRICES
The applied prices are the one indicated in the official Company’s price list in force at the time of the Order, save different indication stated in the Order Confirmation. However, the Company shall have the right at any time to modify such prices, giving only a previous written notice to the Buyer.

4. DELIVERY
Unless otherwise specified delivery shall be “Ex-Works” – Incoterms 2020 – Maico Italia S.r.l. factory, Via Maestri del Lavoro,12, 25017 Lonato (BS) Italy – so that the Products shall be deemed to have been delivered and the risk therein to have passed to the Buyer upon the Company notifying the Buyer that the Products are available for collection. Unless otherwise specified by the Buyer, the Goods will be shipped through a shipper chosen by the Company. Delivery
terms whether stated or agreed upon are purely indicative. They reflect normal productive conditions and are subject to further changes during production phases. Delivery time is to commence as from the date of receipt of Confirmation of Order signed for acceptance by the Buyer. Should there be a deposit to be paid on the order, the delivery terms would then be suspended until such payment is received by the Company. Any delay in delivering the Products, for whatever causes, does not give rise to the right of legal claim for damages. The Buyer is required to collect his Products within 8 days from having been informed that the Products are ready for collection; failing the Company reserves the right to terminate the Contract, save the restorement of the possible damages suffered.

5. EXECUTION OF THE CONTRACT
Save different agreement in writing between the Company and the Buyer, the Contract shall be valid to all intents and purposes if, within 24 hours from the receipt of the Confirmation of Order, the Buyer does not send to the Company a written communication stating the modification or cancellation of such Confirmation of Order. In consideration of this, the delivery time indicated in the Confirmation of Order is to commence from the date of receipt of Confirmation of Order itself.

6. PAYMENT
Save as differently agreed between the Company and the Buyer in the Confirmation of Order, the payment shall be executed in advance- and at delivery time and or to the Company representatives or to the carrier in case of cash on delivery. In the event of default in collecting the Products or in case of cancellation of the order during the preparation of the Goods, the security eventually paid by the Buyer will be acquired by the Company. The Buyer may not, for any reason whatsoever, even in case of eventual claim, postpone payments beyond the agreed due date. Interest may be charged on late payments at the rate at that time in force from the due date for payment thereof until receipt by the Company of the full amount whether after judgement.

7. RIGHT OF OWNERSHIP
The Goods will remain the property of the Company and ownership shall not revert to the Buyer until such a time as the Product have been fully paid for. The Company shall have the right to claim for the return of the Products if these have not been paid for and even in case of Buyer’s insolvency.

8. COMPLAINTS
After 8 (eight) days from the date of delivery of the Products, these shall have been deemed to have been accepted. Any complaint must therefore be notified in writing to the Company by registered mail within 8 (eight) days for apparent defects and within 60 (sixty) days in case of malfunctioning which can only be detected by using the Products.

9. WARRANTY
The Products of the Company are guaranteed for 24 (twenty-four) months from the date they are shipped from the Company’s facility. The Company warrants its products to be free from design and manufacturing defects, and hence, during the warranty coverage period the company will repair or replace (at its sole discretion) free of charge those parts acknowledged by its technicians to be defective, provided that such defects are not due to natural wear, negligence,
incompetence, or abuse by the user, tampering with or repairs performed by an unskilled person, unforeseeable circumstances, or force majeure. The return of Products claimed to be defective, if necessary, shall be agreed upon with the Company. The Company shall be responsible for collecting the material at the Buyer’s premises in the event of manufacturing faults or errors in preparing the Order. The Buyer will not receive a refund until the Company has ascertained
the cause of the claim and/or damage.

10. LIABILITY
In no event shall the Company be liable for any indirect, incidental, or consequential damages (including, but not limited to, loss of profit) resulting from the Buyer’s or any third party’s purchase, use, possession, or disposal of the Products provided under the Contract with the sole exception of damages to personal property and personal injuries and, in any case, subject to the terms and conditions of the Company’s insurance policy.

11. PRODUCTS MODIFICATION
The Company may, at any time and of its own discretion and without giving any notice to anybody, make changes and/or modifications which in its own opinion may be necessary to improve its own Products. The descriptions, illustrations and technical data shown in the Company’s catalogues, brochures etc, are not binding.

12. FORCE MAJEURE
Means in relation to either party, any circumstances beyond the reasonable control of that party and which prevents the execution of the performances to be executed under this agreement, as, by way of example, war, pandemics, fire, riot, embargo, currency restriction, labour dispute, and other labour controversies at national level. Nor the Buyer nor the Company shall be liable to the other for any delay in performance or other non-performance of any of its obligations under this Agreement to the extent that the delay or non-performance is due to Force Majeure of which it has been notified to any of them.

13. USE OF THE PRODUCTS

13.1 The Seller shall not be liable for any failure or delay in the performance of its obligations under the Contracts where such failure or delay is caused by the application of any national, European Union or international laws, regulations, measures or requirements imposing prohibitions, restrictions, controls, asset freezes or prior authorisations, including licences, in relation to the export, re-export, transit, transfer, brokering or provision of technical assistance concerning goods and/or technologies, including, without limitation, restrictive measures, sanctions, embargoes, customs restrictions, and controls on dual-use goods and sensitive technologies.

13.2 The Parties acknowledge that the Products may be subject to:
(i) export controls and Regulation (EU) 2021/821 on dual-use items, as amended from time to time;
(ii) restrictive measures adopted by the European Union and/or the United Nations against designated countries, territories, persons, entities or bodies, as in force from time to time and published in official sources, including the EU Sanctions Map and the EU consolidated lists; and
(iii) where and to the extent applicable to the relevant transaction, sanctions regimes and export control laws of third countries, including, by way of example, those of the United Kingdom and the United States of America.

13.3 Without prejudice to the provisions of the following paragraphs, the Parties expressly agree that the Products shall not be sold, exported, re-exported, transferred or otherwise made available, whether directly or indirectly, including through intermediaries, triangulation, changes of consignee or logistical redirection, to:
(a) the Russian Federation, or for use in the Russian Federation;
(b) the Republic of Belarus, or for use in Belarus; and
(c) territories subject, from time to time, to specific restrictive measures of the European Union, including Crimea and Sevastopol and non-government-controlled areas of Ukraine that are subject to EU measures.

13.4 In accordance with the European Union measures in force from time to time and, in particular, where the Products fall within the scope of Article 12g of Regulation (EU) No 833/2014, the Buyer undertakes not to sell, export or re-export, whether directly or indirectly, to the Russian Federation or for use in the Russian Federation, the goods and/or technologies supplied by the Seller. The Buyer further undertakes to use its best efforts to ensure that the foregoing prohibition is not circumvented by any party further down the supply chain, including by incorporating substantially equivalent obligations into the relevant contracts and by providing for appropriate remedies in the event of breach.

13.5 The Buyer undertakes to:
(a) use the Products exclusively for lawful and civilian purposes, excluding any military, nuclear or weapons of mass destruction-related use, as well as any other use prohibited under applicable laws and regulations;
(b) verify, with reasonable diligence, the final destination and end-user of the Products, as well as the absence of designated or sanctioned persons, entities or bodies among the direct or indirect recipients;
(c) provide, upon the Seller’s request and without delay, all necessary information and documentation, including end-use and end-user statements and, where applicable, licences or authorisations, it being understood that any failure to cooperate, or the provision of incomplete, inaccurate or inconsistent information, shall entitle the Seller to suspend fulfilment of the relevant order until the matter has been resolved to the Seller’s satisfaction.

13.5-bis In any event, the Buyer is prohibited from selling, exporting, re-exporting, transferring or otherwise making the Products available, whether directly or indirectly, in breach of any restrictive measures, including sanctions, and/or export controls applicable from time to time, adopted by the European Union and/or the United Nations and/or implemented under national law, including, by way of example, those provided for under Regulation (EU) 2021/821 on dual-use items, as amended from time to time. The Products shall also not be made available to any natural or legal person, entity or body that is designated or otherwise subject to asset-freezing or restrictive measures, including pursuant to Regulation (EU) No 269/2014, as amended from time to time, or any equivalent legislation in force from time to time. For the purposes of this Article, the Buyer undertakes to carry out reasonable checks by consulting official sources, including the EU Sanctions Map and the EU consolidated lists, and not to engage in any conduct intended to circumvent or evade the applicable restrictions.

13.6 Any breach of the obligations set out in this Section 13 shall constitute a material breach of contract and shall entitle the Seller to immediately suspend performance and/or terminate the Contract with immediate effect, pursuant to Article 1456 of the Italian Civil Code where referred to in the Contract or order, without prejudice to the Seller’s right to claim compensation for any damages suffered. The Buyer shall indemnify and hold the Seller harmless from and against any claim, penalty, cost, liability or damage, including legal fees, arising out of or in connection with any breach, by the Buyer or by any party further down the supply chain, of the export compliance obligations and sanctions provisions set out in this Section 13.

14. GOVERNING LAW COMPETENT COURT
The Contract shall be governed by, construed and interpreted in accordance with the laws of Italy and for the purposes of settlement of any disputes arising out of or in connection with the Contract the Parties hereby submit themselves to the exclusive jurisdiction of the Court of Brescia.