General conditions of sale

art. 1) Application of conditions These “General conditions of supply” govern all offers of sale issued or all sales made by Elmab Srl (Supplier) against a purchasing company (Buyer), unless otherwise agreed in writing by the parties. I present them “General supply conditions” are sent to the Purchaser with the first offer, who will return a copy duly signed the “General supply conditions” by attaching it to the purchase order of which they will be part integral. Unless otherwise agreed in writing by the Parties, any purchase order made by a Buyer to Elmab Srl (Supplier) determines the application of these “General conditions of supply”, with waiver by the Purchaser under its general conditions. Elmab Srl reserves the right to change these conditions at any time: the publication on these pages, which can be consulted on the website www.elmab.it. art. 2) Completion of the contract The purchase order sent by the Purchaser, by letter, fax or e-mail, is subject to the order confirmation by part of the Supplier with whom the contract is concluded. Supplies include only what is expressly specified in the order confirmation of Elmab Srl or in any way agreed in writing by the parties. art. 3) Quotations / Prices Elmab Srl quotations are not binding. Quotations are made in accordance with technical data provided by the customer. Elmab Srl reserves the right to cancel the order if the actual sending of the specification files differs substantially from as specified at the time of quotation. The prices are those expressly indicated in the order confirmation, or, in its absence, agreed in writing; they do not include benefits, taxes or charges not mentioned. Subject to any more favorable conditions applied by Elmab Srl and no discounts are allowed unless authorized by the Supplier. art. 4) Methods of payment Payment for the supply is made within the terms and in the manner agreed in writing. All invoices must in any case be paid to Elmab Srl with registered office in Turin, Via Bruno Buozzi 10. They are not compensations and withholdings are admitted for any different claims of the Purchaser, as well as for disputes and exceptions. Checks and bank receipts are considered payments made only upon successful completion. Elmab Srl reserves the right to issue bank receipts without this constituting a derogation from paragraph 3 of art. 1182 of the Civil Code. New Customers will be required to make payment for the supply by bank transfer in advance upon notice of ready goods. If Elmab Srl (Supplier) provides adequate reasons and offers fulfillment within reasonable terms, any delays in deliveries of materials or in the assembly, do not give the Purchaser the right to defer / suspend the payment beyond the contractual deadlines. Invoice amounts cannot be deducted or rounded in any way. art. 5) Documentation The documentation provided by the Customer for the construction of the products (printed circuits) remains the property of the same and will be returned immediately and in full, upon request. The screen printing frames and gerber files are not owned by the customer multiplexed for production, process documents and production cycle sheets adopted and any other document not provided by the Customer. The supply to third parties of circuits manufactured with Customer documentation must be previously authorized in writing from the same. After 2 (two) years of storage without production of documentation, Elmab Srl will be able to eliminate it from its archives without no notice. art. 6) Complaints, late payments and default interest. Any disputes relating to invoices must be sent by registered letter with acknowledgment of receipt to Elmab Srl within 10 (ten) days from the date of receipt of the same; failing that, the invoices will not be taken into consideration same will be understood as accepted without any reservations. Any delays in payments will result in the debit of the default interest to the extent established by art. 5 of Legislative Decree 231/2002. Furthermore, non-compliance with payment terms, as well as all those circumstances causing a decrease in the Buyer’s patrimonial guarantees, will produce the immediate expiry of all credits of Elmab Srl with the immediate forfeiture of the Purchaser from the benefit of the term. Therefore, in in the event of arrears, all invoices in progress are understood to be past due and payable. In case of deferred payments, the missed balance of one deadline entails the forfeiture of the deadline also for the others, pursuant to art. 118 6 CC. In these cases Elmab Srl will be authorized to carry out supplies still to be carried out only after advance payment or adequate provision guarantee, as well as to withdraw from the contract or to claim compensation for damages for non-fulfillment, as well as to inhibit to the Purchaser the resale of the goods and to regain their availability pursuant to art. 6 of these conditions. Similarly in the event that there is a well-founded risk of default by the Purchaser. art. 7) Retention of title In any case, the sale is understood to be carried out with retention of title; therefore the ownership of the goods remains with the Elmab Srl and is transferred to the Purchaser only after full payment of the agreed price pursuant to art. 1523 and following of the CC. In the event of termination of the relationship, the Supplier has the right to request the immediate return of the goods. The Buyer undertakes to inform third parties, who for any reason come into contact with the goods supplied, of the retention of title which weighs on it. art. 8) Prohibition of cancellation of orders Once the contract has been completed, the cancellation of the order is not permitted. In particular cases, the total or partial cancellation of already confirmed orders can be authorized, in writing, exclusively by the Supplier. Any rescheduling must be agreed in writing with Elmab Srl, which reserves this right. Elmab Srl, resorting to this hypothesis, will charge, by way of reimbursement for the price of the immobilized product, an amount equal to 1.5% per month of the value of the same. In any case, all orders being for special, personalized, customized and in any case “non-standard” products must be considered “non-cancellable and non-returnable”. CondSale 10/2011 art. 9) Delivery and delays The delivery terms are enforceable against the Supplier if agreed in writing; they run from the date of the order confirmation and, in any case, must be considered indicative and non-essential, unless otherwise agreed in writing by the Parties; therefore Elmab Srl does not may be considered in default or responsible for any damages and/or penalties deriving from a late delivery. In any case, the agreed terms must be considered extended if the Purchaser does not punctually fulfill the contractual obligations and in particular: if the payments (even a single payment on the agreed date) of sums due for each existing supply or contract they are not carried out on time; if the Purchaser does not provide the data in good time necessary for the execution of the supply and does not give the approval of the drawings and executive diagrams, where required; self the Purchaser requests variations during the execution of the order; if causes arise independent of good will o diligence of the Supplier, including proven delays of subcontractors; if the delay is due to force majeure. There Elmab Srl reserves the right to make partial deliveries with the consequent issue of invoices to be paid within the terms agreed in the order confirmation, unless otherwise agreed in writing with the Buyer. Partial delivery is not free the Purchaser neither from the obligation to accept the delivery of all the goods ordered nor from the obligation to pay for the supply delivered, albeit partial. The delivery, pursuant to Art. 1510 of the Civil Code, is understood to be the defendant at Elmab’s operational headquarters Srl, in Strada del Cascinotto 165 in Turin, i.e. Franco Fabbrica (EXW), and carried out upon delivery of the material to the Purchaser or the carrier, even if transport by the supplier has been agreed. Supplies therefore always come carried out at the risk and on behalf of the Purchaser as soon as they leave the production plant or warehouse. However, if for any reason, once the materials were ready, the delivery did not take place due to a fact not dependent on the Supplier, delivery is intended to all intents and purposes as performed with the simple notice of ready goods and all material risks yes transfer to the Buyer; in this case, with regard to the materials prepared, the Supplier may set up a deposit for safekeeping charging the Purchaser for storage, warehousing, maintenance, custody, insurance and similar expenses. If the parties explicitly agree that the goods are sold “Franco Destino”, the same travels at risk of the Buyer. In the event that the Purchaser, upon agreement, wishes to receive the goods at his home, Elmab Srl will offer to the Purchaser the transport service at agreed prices with consequent charge of the expenses agreed on the invoice, without this service implying any liability on the part of the Supplier. Unless otherwise prescribed, the choice of the type of packaging is always at the discretion of the Supplier who supplies it at his own expense. The packaging is taken care of by the Supplier in mig based on his own experience and damages cannot be attributed to him due to insufficient robustness of the packaging. Special requests regarding the type and/or method of packaging will involve additional costs at the Buyer’s expense. The goods are insured only at the express request of the buyer, on his behalf and at his expense and not is cleared for export. In this case, Elmab Srl will offer the buyer the transport service. art. 10) Quantity The ordered quantities are indicated in the order confirmation, but as the product is a custom one, the delivery tolerances are indicated considered, unless otherwise specified between the Supplier and the Customer, are the following: < 500 pieces -0 +10% from 501 to 1,000 pieces –0 to +7% from 1,001 to 5,000 pieces –0 to +5% > 5,001 pieces –0 to +3% If the quantity shipped is less than the minimum agreed, a request will be made to the Customer to find out if the order will be possible in any case considered fulfilled or if it will be necessary to complete the supply within the minimum technical times necessary o if the completion of the supply must take place on the occasion of a subsequent order. art. 11) Quality Elmab Srl undertakes to ensure that the product supplied complies with the technical specifications and free from faults and defects, through suitable and certified production processes. The Purchaser is required to promptly verify compliance upon delivery of the products supplied; the goods are considered accepted in their entirety after 8 (eight) days of delivery. art. 12) Warranty For the products being sold, Elmab Srl guarantees the absence of faults and/or defects inherent in the conception and manufacture manufacturing under the terms and conditions indicated in the declared technical specifications for a period of 12 (twelve) months from the date of their delivery to the Purchaser, until the expiry of the term even if the products have not been put into operation. The purchaser must report in writing to Elmab Srl the existence of any defects in the products delivered within 8 (eight) days from their discovery: the communication must contain a description of the reasons for the defect and/or discrepancy, with also indication of batch, delivery date, number and date of transport document and quantity of non-compliant product. Elmab Srl’s warranty does not extend to other components subsequently assembled and forming part of the same product. Neither are defects deriving from errors relating to: design, construction documentation, construction data, covered by the guarantee testing and diagnostics, specification of parts lists provided by the Buyer. The intervention under warranty by the Supplier remains subject to compliance with the terms of payment by the Buyer. Elmab Srl, during the warranty period, undertakes to repair or replace its products in its entirety and free of charge have manufacturing defects or poor quality. All returned products must be returned in the same state in which were supplied at the Purchaser’s expense, at the operational headquarters of Elmab Srl in Turin, strada del Cascinotto 165, and packed by the Purchaser in order to avoid damages for which the Purchaser himself would be responsible. No returns of goods will be accepted in the absence of written authorization from Elmab Srl to the Purchaser. No refunds, too if authorized, it will be accepted if the transport document or the accompanying letter do not contain the information referred to in paragraph 2 of this article relating to: quantity and type of product returned and reason for return. Any products returned that do not conform to the customer’s order will be repaired or replaced within 30 days of the date of return acceptance. In particular, in the event of recognized non-compliance and/or defectiveness of the products, if not possible to proceed with the replacement of the same in the terms and with the methods described above, Elmab Srl will be required to indemnify the Customer exclusively within the limit of the price paid by the same only for non-compliant and/or defective products, without any other increase in costs, damages and/or expenses. Terms of Sale 10/2011 Elmab Srl will not be liable in any way for damages resulting from delays or total or partial non-delivery of the products, in particular, any supply contracts that provide for penalties will be accepted as an exception to the following conditions only if expressly defined and signed from time to time. Products not covered by warranty will be returned to the Purchaser at his expense and with a charge to the same of the costs incurred, subject to quantification and communication, for the control and subsequent testing of the same. The replaced parts remain the property of Elmab Srl. art. 13) Express termination clause Pursuant to the’Art. 1456 of the Civil Code, Elmab Srl reserves the right to terminate by law, with immediate effect, the contract stipulated with the Purchaser, by means of communication by registered mail with acknowledgment of receipt with a notice of 7 (seven) days, in the event of non-fulfillment of even just one of the obligations assumed by the Purchaser. This faculty can be exercised by the Supplier even if, after the conclusion of the contract, the economic conditions of the Purchaser are modified as a result of promissory notes, and/or coercive executions on the Purchaser’s assets and/or procedures bankruptcy proceedings initiated against the same of which the Supplier has become aware. Using these hypotheses, Elmab Srl will also notify the Purchaser of the forfeiture of the benefit of the term pursuant to art. 1186 CC, with consequent request for immediate cash payment of overdue and due invoices. art. 14) Liability and force majeure The responsibilities of Elmab Srl are limited to the obligations defined in the single supply and in these “General conditions of supply”. In no event shall the Supplier be held liable for indirect or immaterial damage, not even for damage to material or products owned by the Purchaser which are located, for reasons in any case connected to the contract, at the headquarters of Elmab Srl, determined by causes not attributable to the Supplier. The party claiming some liability of the other, within the scope of its obligations, is required to act with the necessary diligence in order to reduce the damages, and/or prevent further damage from occurring. The Purchaser undertakes to promptly inform the Supplier in the event of situations arise such as to suggest that damages of any kind may be incurred by the same. In any case, the Purchaser, in the event that he is in turn a reseller of the goods and materials purchased, will in no case have the right of claim against Elmab Srl for any defects or lack of conformity of the goods contested by the Purchaser or end user and even less for any discrepancies from the contractual conditions. The Supplier assumes no liability for disruptions caused by force majeure such as accidents, explosions, fires, strikes and/or lockouts, earthquakes, floods, inundations, embargoes, wars, popular riots and other similar events which prevent, in whole or in part, the execute the contract. In any case of force majeure which prevents us from fulfilling or maintaining the contract conditions, Elmab Srl reserves the right to cancel the contract itself or to request its execution within a deadline to be fixed. The Supplier is also not liable for disservices deriving from: causes not attributable to the Supplier; need to comply with laws, regulations, orders, deeds or priority requests from any Authority governmental; actions or omissions attributable to the Buyer; transportation delays or deficiencies; impossibility, for reasons not attributable to the Supplier, to obtain labor or materials from the usual sources. art. 15) Security and privacy Legislative Decree 196/2003 and subsequent amendments guarantees that the processing of personal data is carried out in compliance with the rights and freedoms fundamentals, as well as the dignity of natural persons, with particular reference to confidentiality and identity personal. Pursuant to art. 10 of the aforementioned law, we inform you that the processing of personal data, through a specific computerized mode, will take place for management purposes (economic-financial evaluations, verification of the means of payment of stipulated contracts, etc.) accounting, statistics, commercial, marketing, promotional, in fulfillment of the obligations contractual towards the interested party and in fulfillment of legal obligations, through the processing, the consultation, comparison, communication/dissemination, and has the purpose of proceeding with the execution of the contract. In any case, the information collected will not be used for purposes other than those mentioned above. The provision of data is necessary for the maintenance and continuation of existing relationships. The data controller is Elmab Srl, with headquarters in Turin; the person responsible for data processing is Mr. Bizzaro Marco Antonio, domiciled at the headquarters of Elmab Srl. art. 16) Confidentiality Each party undertakes not to use and not to disclose, disclose and/or disseminate directly or indirectly to third parties, also through intermediaries, organizations or companies, by any means and in any way, the news and information objectively and subjectively confidential that it has become aware of on the occasion and/or in the fulfillment of the contractual relationship existing and/or existing between them. art. 17) Place of afulfillment, applicable law and competent court The place of performance for delivery and payment is Turin, Via Bruno Buozzi 10. All contracts concluded, even if stipulated with foreign companies or for materials supplied abroad, are understood to be completed in Italy and are governed by Italian law. For any controversy deriving from the interpretation and/or execution of the present “Conditions of supply” and of each single supply contract concluded between the Supplier and the Purchaser is competent, in exclusive, the Court of Turin (ITALY) i.e. the one having jurisdiction over the registered office of the Supplier. art. 18) Supplementary clause The invalidity or unenforceability of one of the clauses contained in these general supply conditions will not affect, or detract from the validity and enforceability of the other provisions; the Supplier and the Purchaser undertake from now on to replace the clauses declared ineffective and/or void, or impracticable, with another provision having similar effects. The possible nullity of one or more clauses of these “General supply conditions” do not affect the validity of the entire document. Any modification to this contract must be formulated in writing and expressly approved by both parties, otherwise his disability. art. 19) Communications Any communication between the Parties concerning these “General conditions of supply” must be sent in writing (by hand, by mail, by fax or by post) at the respective registered offices of the parties where each elects its own domicile. The general supply conditions are also published on the website www. elmab.it which constitutes the reference official of Elmab Srl.