GENERAL TERMS OF SALES

1-General
Any order implies by purchaser the acceptance without reservations of the following general terms. No other particular terms can’t, unless formal, written acceptance of Simpedil S.r.l. prevails against the general terms of sales. Any condition contrary opposed by the purchaser will, in the absence of explicit acceptance, unenforceable Simpedil S.r.l., whatever time it may have been brought to its attention. The fact that Simpedil S.r.l. does not prevail at a given time of any presents the general terms of sales cannot be interpreted as a waiver to take advantage subsequently of any of those conditions. Supplies and services include only what is specified in the order confirmation. The contract of sale, even if preliminary offer, is perfect as subject to acceptance by Simpedil S.r.l. of the purchaser’s order. All cancellation give rise to payment services already provided by Simpedil S.r.l., and an indemnity lump sum for termination can’t be below 10% of the amount due. Simpedil S.r.l. reserves the right to apply a mini billing according to the current rates.

2-Studies and project
The projects, studies and documents delivered and sent by Simpedil S.r.l. still forever its absolute property. They must be delivered at his request. These are provided free, if there is an order, in case contrary, Simpedil S.r.l. has the right be reimbursed for its costs studies and the travel expenses. Simpedil S.r.l. keeps absolute intellectual property of the projects, studies and documents, and can’t be forwarded or made without written authorizations. Any documents and information forwarded at the purchaser are strictly confidential and can’t be disclosed.

3-Prices
Our prices are duty free on ex-factory for machines and equipments unpacked.

4- Terms of payment
Except indication contrary, the normally terms of payment are the following:

-Irrevocable and Confirmed Letter of Credit at the confirmation of the order
- Advance Bank payment at the confirmation of the order.

The terms of payment can’t be delayed, whatever the pretext, and even in case of dispute. This payment is doing at the address of Simpedil S.r.l., net without discount. In case of late payment, the amounts due are automatically subject on the basis of the most recent refinancing rate of the European Central Bank (REFI rate) plus 10 points from the due date without further remains.
Actual recoveries fees will be due; the minimum fixed indemnification is 40 euros. In application of current legislation, any delay in payment carries with it by rights the payment of penalties, the rate for which shall be equal to 3 times the legal interest rate in effect at the date of delivery.
The amounts owed by the client to Simpedil S.r.l. shall become immediately payable, whatever the conditions previously agreed in case sale, handover, adjournment collateral or contribution to society of business or its equipment by the purchaser, and in the case where the payment isn’t made at maturity.

5- Reserve ownership
Simpedil S.r.l. reserves the property machines and equipments sold delivered until complete payment of the full price and accessories. During the period of the reserve property, the risk and the care of equipments delivered are to belong to purchaser from their exit to the factory, warehouse or Simpedil S.r.l. stores. The purchaser should take out insurance to cover risk since the date of delivery include a clause of delegated compensation for Simpedil S.r.l.
A copy of the insurance policy should be give at Simpedil S.r.l. The purchaser promises to preserve the equipments delivered rightly and easily identifiable by Simpedil S.r.l.
In the case of non-payment or partial payment or equipments/machines resold to a third person, Simpedil S.r.l. reserves the right to recover the equipment’s or machine's costs, risk and peril by purchaser.
In the case where the purchaser would have resold the equipments or machines to a third person, Simpedil S.r.l. reserves the right to ask at this person to pay the amount due. In all cases, the amount paid by the purchaser will be acquired Simpedil S.r.l., or as an advance payment, either as compensation.

6- Cancellation clause
In case of no-realize of obligations by the contractor and 8 days after formal notice unsuccessful this contract will be automatically terminated without prejudice to any damages that may be claimed from the defaulting party

7- Financing
Not applicable

8- Transport and delivery
Object and modality
Unless otherwise stipulated, goods are considered delivered to the client at the site of Simpedil S.r.l.’s registered office. They are shipped with carriage and packing paid by the client, with insurance to the place of delivery contracted by Simpedil S.r.l.: all these costs are invoiced on a lump-sum basis. Unless otherwise stipulated, the client is responsible for insuring the transport costs and risks for the goods sold after their delivery.
Products travel at the client’s risk and peril; it is the client's responsibility to check the products when they are received and to immediately report any useful reservations to the carrier, under the terms of current legislation (reservations on the delivery receipt, by registered letter within three business days) following the requirements of Commercial Code.
In case of shipment by Simpedil S.r.l., it is made in port due to lower fares, unless specifically requested to the purchaser, and in any case, under the full responsibility for it.
Prices are for machine and equipment, the price of Simpedil S.r.l., delivered in factories or stores the purchaser. In case of non-removal machine or equipment on the agreed date and after notice by Simpedil S.r.l., the contract will take full effects. The shipment may be delayed at the request of the buyer unless it is expressly accepted by Simpedil S.r.l. that reserves the right to charge the costs of detention.
In any event the delay does not suspend the terms of payment or the conventional calculation of interest for non-compliance with these terms. The client is responsible for ensuring prompt access to and suitability of the premises intended for receiving heavy and cumbersome goods; Simpedil S.r.l. will in no case bear such costs.

Delivery times
The delivery times stated in the acknowledgements of receipt of orders are given by way of indication. Delays in no case do not justify cancellation of the order nor do they give rise to any payment, indemnity or application of late penalties. The delivery period starts to run after the date of dispatch, the acknowledgment of receipt of order, and provided all the technical and commercial controller are finally agreed and that the Terms of payment are respected. Moreover, if import licenses are required for entry into the country of destination, this period begins to run when they have been received and it will be possible to save the firm the order. Simpedil S.r.l. is relieved by rights of any time commitment relating to its deliveries and expressly reserves the right to suspend delivery. Simpedil S.r.l. will hold the purchaser to the current timely case of events like this. The delay is valid for the machine, equipment or materials or outfitter as well-defined in the offer.

9- Warranty
The warranty machines and equipments are insured by Simpedil S.r.l. or by a company dully mandated.

Extended warranty:
In the case of defective, nonconformity or missing products, our company's liability is limited to replacement of or repair for products found to be non-compliant, defective or missing.
The warranty is limited to the repair or replacement of faulty parts without provision or other benefit compensation. The repair of defective parts does not an extension of time warranty. The obligation to warranty does not apply in case of vice from either subassemblies or material provided by the purchaser or a design imposed by it. Moreover, our company may not be held liable in the event that the products sold are warehoused under abnormal terms incompatible with their nature. This exchange may in no case extend the period of the warranty over all the goods. Repairs are made in Simpedil S.r.l. ’s shops; the sender bears the shipping costs.
The warranty covers only parts deemed defective by Simpedil S.r.l. It does not cover replacements or repairs resulting from normal wear of the devices, deterioration or accidents resulting from negligence, from faulty oversight, maintenance or storage; from handling or utilization not compliant with Simpedil S.r.l. ’s or manufacturer’s specifications.
The used equipment may not in no case to be warranty. The warranty shall not apply if it is found that repairs or any work have been done by a person outside Simpedil S.r.l. ’s post-sales department. Simpedil S.r.l. may in no case be declared liable for the direct or indirect consequences for the goods of the failure of an item sold by it. No indemnity of any kind may be claimed because of this, including for loss of use.
In any case, if the equipment is used more than ten hours per day or more than five days per week, the period of the warranty is necessarily reduced by half. The warranty ceases to be gained from the moment the purchaser conducts itself, or cause by a third party, repairs or modifications without obtaining our prior. These commitments are valuable if the purchaser respect the terms of payment.

Period and start to warranty
This commitments applies only on defaults occurred during a period of twelve months for Standard Machines and 24 months for EVOlution machines, unless contrary specification. This period of warranty applies the day of the end of initiation and at the latest one month after the delivery. If the delivery is deferred, the period of warranty is extended to the delay. This warranty is subjected to the civil code.

Modality of warranty exercises:
a) In order to appeal the benefit of those provisions, the purchaser must notify Simpedil S.r.l. promptly by the laws in writing by letter with return receipt, of vices to machine or equipment and provide all reason the reality of them. It must give Simpedil S.r.l. any facility to proceed at the observation of such defects and to provide remedy.
b) It ‘s for Simpedil S.r.l. as well advised to address the vice at its own expense and with diligence, Simpedil S.r.l. reserving the right to change, if any, devices equipment to meet its obligations.
c) The work resulting from the warranty obligation is carried out in principle in the workshops of the purchaser. Simpedil S.r.l. pays cover to the handiwork costs for this repair, excluding the time spent on preliminary work or operations dismantling, necessitated by the terms of use of such machine and equipment and for elements not included in the provision in question.
d) The cost of carriage the equipment or faulty parts, as well as the return of equipment or repaired or substituted shall be handling by the purchaser as well as where repair the installation area, travel and stay for agents of Simpedil S.r.l.
e) The free substituted parts are delivered to Simpedil S.r.l. and become his property.
f) After the expiry delay of warranty, the purchaser will be charged the price of parts to change or repair, included handiwork and travel.

Warranty for spare parts:
In the general case, our warranty period is 12 months. For electrical equipment incorporated in our machines and equipment brands other than ours, our warranty is limited to the supplier. With the exception of wear or electronic components our parts are warranty 12 months against any manufacturing defect, this in only when they were subsisted by our technicians.

Repairs:
Unless otherwise expressly agreed, repair operations do not give rise to any security other than a good execution of such operations.

10- Return of goods
The goods may be not returned without the prior written consent of Simpedil S.r.l. Only those goods having undergone no modification or alteration may be returned and must be returned in the original packaging. Any transport and restocking costs are borne by the client

11- Damages
The commitment of Simpedil S.r.l. is purely limited to obligations of general terms. Only the direct damage suffered by the buyer as a consequence of a lack of proven Simpedil S.r.l. will be taken over by it to the exclusion of any damage within 25% of the price of equipment Sold HT

12- Jurisdiction
In the event of a challenge to all or part of the present terms of sale or those that may arise from fulfilment of any order, failing amicable settlement, jurisdiction is attributed to the Milan COURT.

Fact in Trezzo Sull'Adda on 01/05/2015 under obligation the Managing Director.