1. General Provisions

(a) The terms and conditions set out below (the “General Terms and Conditions of Sale”) shall form part of all the agreements executed between Cipierre Srl and the Buyer for the supply of Cipierre products (the “Products”).

(b) The General Terms and Conditions of Sale shall apply to all transaction executed between Cipierre Srl and the Buyer without any need of express reference thereto or agreement thereon at the conclusion of such transaction. Any dissenting terms and conditions shall only apply if confirmed in writing by Cipierre srl.

(c) Cipierre Srl reserves the right to change, integrate or vary the General Terms and Conditions of Sale, by including such variations in the quotations or in any other written correspondence sent to the Buyer.

2. Offers and Orders

(a) Cipierre offers shall not be binding, in particular with reference to quantities, price and delivery time.

(b) Orders placed by the Buyer shall not be regarded as accepted before these have been confirmed by the Cipierre Srl in writing. If Cipierre should fail to confirm an agreement in writing, Cipierre invoice or the execution of the order by Cipierre srl shall be regarded as confirmation.

(c) Orders and/or amendments of orders placed verbally or by telephone, must be confirmed in writing by the Buyer. Otherwise Cipierre srl does not accept any responsibility for errors or consequent misunderstandings.

3. Prices and Terms of Payment
(a) The prices of the Products shall exclude any statutory VAT which shall be payable at the date of delivery or pursuant specific provisions included in the invoice.

(b) Taxes, duties, shipping, insurance, installation, end user training, after sales service are not included in the prices unless separately quoted.

(c) In addition to other remedies permitted under the applicable law and these General Terms and Conditions of Sale, Cipierre srl reserves the right to recover default interest on delayed payments starting from the due date, calculated at the official reference rate of the European Central Bank increased by 7 (seven) basis points.

(d) If the Buyer fails to take payments in the time and manner specified by Cipierre Srl or the Buyer business shall be operated beyond the ordinary course of business which shall include, without limitation, when seizure or protest has been made, payments shall be delayed or insolvency proceedings shall have been petitioned or opened, Cipierre Srl shall have the right to suspend or cancel, at its sole discretion, further delivery and to declare all its claims arising from the business relationship as immediately payable. Moreover Cipierre Srl may in such event request for anticipation on the payments or a warranty deposit.

(e) The Buyer shall have no right to make any compensation, retention or reduction unless the counterclaims have been conclusively determined by the court.

4. Terms of Delivery
(a) Unless otherwise expressly agreed in writing any indicated time of delivery shall be nonbinding for Cipierre Srl. Unless different agreement between the parties, the approximate term for the delivery is the one specified in the confirmation of order.

(b) Cipierre srl reserves the right to reasonably delivery in instilments.

(c) Any liability to supply as a result of force majeure or other unforeseen incidents outside Cipierre Srl responsibility including, without limitation, strike, lock out, acts of public authorities, subsequent cease of export or import opportunities shall, for their duration and in accordance with their impact, relieve Cipierre Srl from the obligation to comply with any agreed time for delivery.

(d) Cipierre Srl is not obliged to accept the Products returns, unless otherwise agreed in writing. Any costs arising thereof shall be at the expense of the Buyer.

5. Duty to Inspection and Acceptance of Products
(a) Upon taking possession of the Products, the Buyer shall immediately:
– check quantities and packaging of the Products and record any objections on the delivery note;
– conduct a conformity check on the Products compared to the data indicated in the confirmation of order and record any objections on the delivery note.

(b) In case of a notice of defect the Buyer shall comply with the following procedures and deadline:
– the notification shall be made by no later than [3 (three) working days] from the taking possession of the Products by the Buyer. In the event of an objection to a defect which, despite a first inspection has remained undiscovered, the objection must be raised within the early of the expiry of the working day on which the defect has been discovered but in any event by no later than [2 (two) weeks] after take over of the Products;
– the detailed notice above mentioned shall be delivered in written form to Cipierre Srl within the deadlines. Any notice by telephone conversation shall not be accepted;
– the notice must clearly specify the kind and amount of the alleged defect;

(c) No objections with regard to the quantities, quality, type, and packaging of the Products shall be possible unless a note has been placed on the delivery note in accordance with the above mentioned procedure.

6. Terms of Warranty
(a) Cipierre Srl hereby represents and warrants that the Products shall be free from defect and shall comply with the technical specifications forwarded.

(b) The warranty shall be valid only on the products used in suitable environment and for suitable applications in appliance with technical specifications forwarded by Cipierre Srl; every improper use of the products is forbidden

(c) The warranty shall not be valid if the defect or not conformity will prove to be depending on not correct on not suitable applications of the product, or if the product has been incorrectly placed in operation. Any change or replacement of product parts, which has not been authorized by Cipierre Srl releases Cipierre Srl from any civil or penal liabilities, and makes the warranty invalid. The warranty does not cover the normal products parts subject to consumption.

7. Limitation of Liability
(a) Unless in case of justified objection which shall have been raised in accordance whit the procedure and deadlines set forth in paragraph 5 above, the Buyer shall not be entitled to any further rights or remedies. In particular, Cipierre Srl shall not be responsible for any compensation based on breach of contract or default, for any direct or indirect damage or loss of profit due to the use, the inability to use, or the incorporation of the Products in other products, unless under warranties granted in paragraph 6 or in cases of willful misconduct or gross negligence on Cipierre Srl part.

(b) Cipierre Srl shall do its best endeavor to deliver the Products within the time agreed (if any), but it shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the Products.

(c) Catalogues, price lists or other advertising matters of the seller are only an indication of the type of Products and no prices or other information contained herein shall be binding for Cipierre Srl. Cipierre Srl does not accept any responsibility for errors or omissions contained in its price lists or promotional matters.

8. Controversy right
If the Buyer intends to notify any not correspondence or appropriateness of one of the items delivered from Cipierre Srl, it is obliged to give written notice as specified in the paragraph ”Duty to Inspection and Acceptance of Products.”; otherwise this element is to be considered accepted in its entirety.

9. Retention of Title
The Product supplied shall remain in the property of Cipierre Srl until the date of the full payment by the Buyer of the entire price of the Products and of all amounts due to Cipierre Srl. Until that time the Buyer shall hold the Products as the Seller’s fiduciary agent and shall keep the Product properly stored, protected and insured.

10. Cipierre Srl Intellectual Property
a) The Buyer expressly recognizes that trademarks, commercial names or other distinctive marks on the goods are in the exclusive property of Cipierre srl, and will not be altered, changed, removed or cancelled in any manner. The Buyer has the limited right to use trademarks, commercial names or other distinctive marks, as well as other industrial exclusive right or Know how (productive or commercial) associated with the goods – which nonetheless remain in the exclusive property of Cipierre srl to the limited purpose of the resale of the goods to the final consumer.

b) The documents, drawings, data and information (both in written papers and on electronic support) which should be delivered to the Buyer, remain exclusive property of Cipierre Srl and constitute a support for a better representation of the product and are significant of the general performances of the product itself. The Buyer engages itself not to reproduce them, neither to disclose them to a third party, and he engages himself to undertake the proper precaution towards staff in order to grant the above protection.

c) Any other utilization of Cipierre srl intellectual Property by the Buyer, shall be authorized by Cipierre Srl in writing.

11. Data Protection Law
See the “ Personal data information ” according to UE 2106/679 rule on web www.cipierre.com/privacy-policy/

12. Applicable Law
The present General Terms and Conditions of Sale and all the agreements executed between the Seller and the Buyer shall be governed by Italian laws.

13. Jurisdiction
(a) Any dispute arising between the parties in connection with the interpretation, validity or performance of the present General Terms and Conditions of Sale and of all the relevant agreements, shall be of the exclusive competence of the referred to the Court of Tivoli (Rome).

b) It is agreed between parties that Cipierre Srl, at its own discretion, may have the faculty to waive the exclusive jurisdiction set forth in paragraph (a) to bring an action against the Buyer in its domicile and before any court of competent jurisdiction.

14. Final Provisions
The present General Terms and Conditions of Sale have been drafted in both Italian and English languages. In case of problems of interpretation the Italian version shall prevail.