RINOL Italia Research & Technology Srl - Xdcms2.com

Conditions of supplì and paymentConditions of supply and payment –RINOL Italia Research & Technology SrlEffective from 01/01/2011These conditions cancel and replace all previous supply and payment conditions1. Limits of validity1.1 All of the following conditions cover all our offerings and supplies.1.2 Any collateral agreements to the purchase contract, particularly agreements, information,recommendations, advice and verbal understandings reached with our co-workers, andtelephone orders, will not be binding on our part and can become so only with our writtenconfirmation.1.3 The ineffectuality of single conditions shall not affect the validity of the remaining conditions.1.4 Our conditions are understood as being approved by the purchaser no later than themoment of the goods or service being accepted.1.5 Our company expressly reserves the right to make minor changes, particularly in respect ofcolours and surface structures, to new products superseding old products, samples, testsurfaces, fillers, constructional parts, etc.1.6 Our products and services are described in business documentation, for exampleprospectuses, technical data sheets, standards, building permits and the like. A reference tosuch documentation does not constitute a guarantee in respect of the features described.2. Deliveries2.1 Offers presented by RINOL Italia Research & Technology S.r.l. are not binding.2.2 The indication of envisaged delivery dates shall not be binding, unless the dates in questionhave been confirmed expressly as binding.2.3 Where instances of force majeure and delays in deliveries from our suppliers dictate, weshall be justified in changing our delivery dates to the customer.2.4 The route and method of shipment are at our discretion. Any preferences expressed by thepurchaser will be taken into consideration as far as possible. Any additional costsattributable to particular shipping preferences expressed by the purchaser will be chargeableto the purchaser.2.5 Risks of all types connected with transportation, including delivery free at destination, areshouldered by the purchaser, who must inspect the goods on arrival and, on discoveringdamage caused in transit, if any, inform the carrier immediately.2.6 Goods are shipped• EX WORK Rovigo2.7 Particular conditions may be applicable, on request, for prototypes, special packing, etc.page : 1 of 4RINOL Italia Research & Technology Srl, Via V. Chiarugi 76/U, I-45100 RovigoTel. +39-0425-411200 Fax +39-0425-411222

Conditions of supplì and payment3. Conditions of payment3.1 Agreed prices are understood as being ex-works Rovigo, net of taxes, customs duty andinsurance costs. Transport and packing costs, taxes and import/export duties are calculatedseparately. The same applies for surcharges in respect of small quantities. The right isreserved by the company to adjust prices following increases in the costs of materials, evenwhere orders have already been confirmed.3.2 Payment for all products and services supplied by RINOL Italia R & T Rovigo shall beremitted within 30 days of the invoice date, unless agreed otherwise.3.3 In the event of payment on invoices being overdue, all other supplies and sums becomepayable with immediate effect, and the 30 day window is no longer applicable. Wherepayments become overdue, the company also reserves the right to apply interest on arrearscalculated at 8% above the official Bank of Italy reference rate.3.4 Cheques and bills of exchange are accepted at the company’s discretion and constitute validpayment only after collection. Expenses and commissions on the collection of such bills arechargeable to the drawer.3.5 Goods and services supplied to companies unknown to us will be offered for cash ondelivery or payment in advance.3.6 Right of retention, compensation. The purchaser has a right of retention only in connectionwith uncontested and legally sound demands made within the scope of the contractualrelationship. Where counter-demands are contested by us, there can be no compensation.4. Retention of title4.1 Goods remain the property of the vendor until all credits have been paid, includingaccessory charges, compensation for damages and collection of cheques and bills ofexchange.4.2 Retention of title is applicable similarly in guaranteeing the balance of a current accountcontaining single credits payable to the vendor.4.3 Where goods subject to retention of title are processed and converted by the purchaser intonew movable goods, this will be done for the account of the vendor and with no obligation onthe vendor. The new goods will be the property of the vendor. Where goods are converted,or mixed with or incorporated into goods non belonging to the vendor, the vendor shallacquire co-ownership of the new goods in proportion to the invoiced value of the goodsinitially supplied and subject to retention of title.4.4 The purchaser is authorized to dispose of, process or incorporate goods subject to retentionof title only in accordance with the following provisions and on condition that the vendor haseffectively received the credits mentioned in clause 6):4.5 The freedom of the purchaser to dispose of, process or incorporate goods subject toretention of title within the scope of normal business practice ceases when prohibited by thevendor on the grounds of a subsequent deterioration in net worth of the purchaser and, atthe latest, when payments are suspended or when the assets of the purchaser are exposedas the result of a plea for bankruptcy being entered or composition proceedings initiated.4.6 a) At the outset, the purchaser assigns to the vendor the credit and all accessory rightsderiving from the sale of the goods subject to retention of title, including any credit balances.page : 2 of 4RINOL Italia Research & Technology Srl, Via V. Chiarugi 76/U, I-45100 RovigoTel. +39-0425-411200 Fax +39-0425-411222

Conditions of supplì and paymentb) Where the goods have been processed, mixed or incorporated and the vendor hasclaimed co-ownership of the goods in proportion to the invoiced value of the initially supply,the vendor shall be entitled to a part of the purchase price proportionate to the value of therights claimed on the goods. Where goods subject to retention of title are incorporated by thepurchaser into land or buildings, the purchaser shall immediately assign any right tocompensation that may derive therefrom, or in the event of the land or buildings beingresold, the credit proportional to the invoiced value of the goods subject to retention of titleand all accessory rights, including the right to raise first mortgages on the property.c) In the event of the purchaser assigning the credit as part of a factoring operation, thecredit due to the vendor becomes immediately receivable and the purchaser shall assign tothe vendor the credit acquired through the factoring company and remit the sum immediatelyto the vendor. The vendor accepts this assignment.4.7 The purchaser remains at liberty to recover the assigned credits provided that outstandingpayment obligations have been met. This right may be revoked, and will lapse automaticallyin the event of late payment on the part of the purchaser, or of a substantial deterioration inthe purchaser’s net worth. In this instance, the purchaser authorizes the vendor to inform therecipients of the assignment and collect the credits directly. The purchaser is expected toprovide the vendor, when requested, with an exact list of credits receivable by thepurchaser, with names and addresses of the buyers, the amount of the single credits, theinvoice date, etc., and to communicate to the vendor all the information necessary in order tosubstantiate the credits and allow the information to be verified.4.8 In the event that the value of existing guarantees given to the vendor should exceed theoverall credit receivable by more than 20%, the vendor is obliged, at the request of thepurchaser or of a third party damaged by the excess guarantee, to select and relinquishcertain of the guarantees.5. Material defects warranty5.1 Technical information, differences compared to samples. Whilst all information relating tosuitability of use, processing and application of our products is given in good faith, likewisetechnical advice and any other information of whatever nature, the purchaser shouldnonetheless verify and test the products independently. Under the terms of the warranty,differences compared to samples, in particular as regards colour shading and surfacecharacteristics, are not considered as defects.5.2 Claims period. Claims in respect of purchased goods will be given consideration only ifcommunicated to the company promptly in writing, and enclosing the pertinentdocumentation, within 8 days of the goods being received and presenting self-evidentdefects, or in the case of hidden defects, at the moment of such defects being discovered,and in any event no later than 6 months subsequent to the delivery date. Claims in respectof weights and quantities can be accepted within 3 days of the goods being received.5.3 Any claim submitted must refer clearly to the product in question, the type of defect, the billof lading number, the delivery date, and the factory or warehouse and if possible the supplyfrom where the product originated. The claim must be accompanied by a representativesample of the contested product, so that the company can verify the basis of the claim. Inpage : 3 of 4RINOL Italia Research & Technology Srl, Via V. Chiarugi 76/U, I-45100 RovigoTel. +39-0425-411200 Fax +39-0425-411222

Conditions of supplì and paymentthe event of the sample not being made available, the assessment of the purchasedproducts will be based on our own findings.5.4 Rights under warranty. Our liability under warranty is limited to the replacement, modificationor improvement of products, at our discretion.6. Jurisdiction and applicable law6.1 The place of jurisdiction is Rovigo. The court of jurisdiction is the court of Rovigo.6.2 The laws of Italy shall apply exclusively.page : 4 of 4RINOL Italia Research & Technology Srl, Via V. Chiarugi 76/U, I-45100 RovigoTel. +39-0425-411200 Fax +39-0425-411222