General Conditions of Sales

  1. Nothwithstanding any provision to the contrary and even if any such provision may be contained in any possible general conditions of the Buyer, these general conditions of sale (hereinafter, the “Conditions”) shall apply to all contracts of sale which are made in Italy and/or abroad by ROSSI 1931 srl or by other companies and branches owned and/or controlled by ROSSI 1931 srl (hereinafter, the “Seller”) which concern the products manufactured and/or marketed by the Seller (hereinafter, the “Products”). The Conditions shall also apply to any offer, any order confirmation and any delivery effected by the Seller, except as expressly provided in a written document signed by the Seller.

  2. The contract of sale shall be deemed to be entered into at the moment in which the Buyer becomes aware of the acceptance of the Seller, or in the absence of said occurrence, at the time of delivery of the Products to the Buyer. Orders will be accepted only if duly signed by the Buyer and provided that said orders contain the specifications which are necessary for the purpose of identifying the Products ordered; it being understood that the Seller shall, at its sole discretion, be entitled to accept or refuse the orders. Any possible cancellations of or modifications to any order by the Buyer shall not be effective, unless previously authorised or subsequently accepted in writing by the Seller. It is agreed that the execution of the contract of sale shall be deemed to have taken place at Seller’s place of business.

  3. The Seller shall be entitled to make minor changes to the Products, without being obliged to inform the Buyer. The quality and quantity of the Products which the Seller undertakes to supply are those specified in the order confirmation, or failing which, as specified in the invoice at the time of delivery of the Products by the Seller. A tolerance of up to +/- 10% in respect of quantity will be allowed in relation to each of the Products.

  4. Unless otherwise agreed in writing, the Products shall be delivered “EX WORKS” (in accordance with the most recent edition of the ICC’s Incoterms); the Seller shall not enter into any shipment or transportation agreement and shall not insure the Products to be supplied, unless the Buyer should so expressly instruct the Seller in writing; it being in any event understood that any and all risks and expenses in relation thereto shall be borne exclusively by the Buyer. The Buyer agrees promptly to collect the Products as soon as it receives notice that the Products are ready and at its disposal and, in any event, within eight days of the date of said notice. In any event, the transfer of risk and the payment terms shall run as of the date of the notice that the Products are ready or, in the absence thereof, as of the date of delivery.

  5. Title to the Products shall pass to the Buyer only upon payment in full of the sale price of the Products. In the event of default by the Buyer, the Seller shall be entitled, without any formalities, including notice of default, to repossess all of the Products with respect to which title has not yet passed to the Buyer, wherever said Products may be; in addition, the Seller reserves the right to seek any other judicial remedies available to it in respect of the damages suffered.

  6. All delivery dates given shall be deemed indicative only and in the event of late delivery, the Buyer shall not be entitled to cancel the order or any compensation for damages of whatever nature. In any event, by collecting any Products which may have been delivered late, the Buyer waives any and all rights relating to said delay.

  7. Unless otherwise agreed in writing, the list prices of the Seller which are in force as of the date of confirmation of each Product order shall apply to said Product order. The prices of any Products not appearing on the price list shall be determined by the Seller on a case by case basis. If any delay in delivery of the Products occurs through the fault of the Buyer, any possible increase in the price of the Products which may have occurred since the confirmation of the order relating to the Products shall be borne solely by the Buyer.

  8. Except as otherwise agreed in writing, payment for the Products shall be effected in advance by bank transfer on the Seller’s account. Delivery of the Products is conditional upon the payment of the price by any other means which may have been agreed.. Regardless of the means of payment agreed, it is understood that the Buyer has agreed to effect payment at the Seller’s domicile.

  9. Under no circumstances shall the Buyer be entitled to suspend or delay payment of the Products or raise any claims in relation thereto untill full payment therefor. In the event of late payment, in addition to compensation for any damage suffered by the Seller and without being obliged to give any notice of default, the Seller shall be entitled to receive interest on late payments as of the due date at a rate equal to Euribor over six months plus five percent. In any event, the Seller may
    (i) terminate the contract in relation to the Products not yet delivered and/or
    (ii) delay the carrying out of any order in hand, inter alia, by suspending delivery of the Products until such time as all outstanding debts owed by the Buyer to the Seller have been paid.

  10. Any and all taxes, duties, levies, licences, authorisations, permits and any and all tax and administrative formalities relating to the importation and/or re-sale of the Products shall be borne and carried out exclusively by the Buyer or, alternatively, they may be carried out by the Seller at the Buyer’s sole risk, expense and responsibility.

  11. The Seller shall, at its sole discretion, be entitled to terminate the contract at any time or withdraw any more favourable terms of payment which may have been granted in respect of any order, in the event of any change in the Buyer ‘s solvency and/or liquidity, without prejudice to the Seller’s right to compensation for damages.

  12. The Seller warrants the quality of the Products for a period of a month following the date of delivery, subject to the customary tolerance within the limits indicated above and excluding defects which may arise due to transportation, improper use or inappropriate storage or maintenance of the Products. Any claims relating to the defects must be sent to the Seller, by registered letter with return receipt requested within eight days following the date of delivery in the case of patent defects and eight days following the date of discovery in the case of latent defects failing which the Buyer shall lose all rights to bring any claim in relation thereto. Returned Products shall not be accepted by the Seller unless the Seller has given its prior written authorisation in relation thereto; the Seller shall examine the returned Product to determine whether it is defective and whether it is responsible for the defect and only in the latter case shall the Seller repair and/or replace the Products which he determined to be defective. Any Products which may have been returned without the Seller’s authorisation shall not entitle the Buyer to any credit notes. In any event, any and all risks and expenses relating to the return of the Products shall be borne exclusively by the Buyer. Any and all further or other warranties, be they expressed or implied, including without limitation, any warranties provided by law, shall be deemed excluded and superseded by these Conditions.

  13. The Seller shall not be liable vis-à-vis the Buyer for any failure to perform, including late delivery or failure to deliver, which failure to perform is caused by occurrences beyond the Seller’s reasonable control or in any case caused by an event of force majeure, including, but not limited to, late delivery or non-delivery of manufacturing materials by suppliers, strikes and other trade union actions, suspension of electrical energy or difficulties in transportation.

  14. These Conditions and all contracts of sale to which the Seller is a party shall be exclusively governed by the laws of Italy excluding the Vienna Convention 1980 relating to contracts for the international sale of goods. Any and all disputes arising out of or relating to the sale of the Products by the Seller shall be settled by the courts of competent jurisdiction for the place in which the Seller’s registered office is located. Notwithstanding the foregoing, the Seller may bring an action against the Buyer in any court having jurisdiction over the Buyer.