General conditions of sale

These General Conditions of Sale apply to all orders accepted by D.E.M. SpA, with registered office in Z.I. Villanova 20 – 32013 Longarone – BL – Italy (now on called “Seller”) from any phisical person or legal person with registered office or domicile in Italy or abroad (now on called “Buyer”) and regulate all sales of goods indicated in the Seller’s catalog or on its website (www.dem-it.com), as well as any other goods supplied by the Seller to the Buyer (now on called “Products”). Conditions other than those contained in this document will be effective only on the basis of written acceptance.v

1. Product

1.1 The Products subject to these General Conditions of Sale are those indicated in the Seller’s catalog or on the Seller’s website (www.dem-it.com), with the technical specifications and drawings contained therein. In the case of Products are developed and manufactured on the basis of specifications defined by the Buyer, the related technical specifications will be the subject of a separate contract between the Seller and the Buyer.

1.2 The Buyer declares to have carefully examined, before the purchase, all the technical documentation and user manuals of the Products, as well as to have verified the technical compatibility of his machinery and his instruments with the Products.

2. Prices and Payment Conditions

2.1 The prices contained in the Seller’s price list valid on the date of the order are binding if accepted through the Seller’s order confirmation, unless otherwise indicated in the aforementioned order confirmation. The Buyer must immediately notify the Seller of all errors or omissions, of any kind, in the payment conditions and in relation to the prices, contained in the order confirmation.

2.2 Prices do not include VAT, customs duties or other taxes, costs or expenses relating to loading, unloading, transport, insurance, or other charges which will be charged to the Buyer at the time of payment, unless specifically agreed in other ways.

2.3 The Seller reserves the right to adjust the agreed prices, due to inflacion, single prices variation for raw material/labour/services or difficulties in the purchasing – not due to the seller – of raw material/labour/services which give an increase or decrease of the total price of the contract not less than 5% and which can significantly move the economic and contractual balance with at least thirty days’ notice, in relation to existing supplies, whether continuous and/or distributed.

2.4 The Seller reserves the right to define the payment terms if this appears appropriate in relation to the economic conditions of the Buyer or the state of his previous payments, the change will be communicate promply to the Buyer via email. Payment for the Products becomes due upon expiry of the term indicated on the invoice. For payments from abroad, the costs for the transfer of funds from the foreign bank to the Italian bank will be borne entirely by the Buyer.

2.5 In the event that the Buyer fails to pay on the due date, D.E.M. SpA will have the right to apply the default interest envisaged by law (Legislative Decree n,231 of 8th June, reformed by Legislative Decree No. 192 of 9 November 2012).

2.6 In the event of non-compliance with the payment terms for previous deliveries, the Seller reserves the right to suspend the supply of the Products even in the case of orders already confirmed and not yet shipped.

3. Orders

3.1 Unless otherwise agreed in writing, any order placed by the Buyer is intended as an offer to purchase the Products on the basis of these conditions.

3.2 No order will be considered binding for the Seller, including those based on estimates/offers, in the absence of acceptance through written order confirmation from the latter. The order confirmation must describe the Products sold, with reference to the Product code used by the Seller (on request also with that used by the Buyer) and must indicate the quantity of each Product, the unit price, the terms of delivery and payment, as well as the conditions of carriage. For orders subsequent to the first, in the event of failure to send the order confirmation by the Seller, the delivery date requested by the Buyer shall be considered.

3.3 The Seller has the right, at its sole discretion, not to accept orders for an amount lower than € 300.00 (three hundred euros) or to apply a surcharge on the price to cover management, logistics and internal transport costs.

3.4 All orders must be made in writing on the Buyer’s letterhead. The Seller has the right to accept telephone and verbal orders.

3.5 In the event that the Seller, for whatever reason, accepts the cancellation of an entire order or of part of it, the Buyer is required to pay in full the costs incurred by the Seller up to the moment of cancellation or, if the production of the Products has already been completed, the full price of the Products.

3.6 The seller has the right not to accept to postpone or cancel the order in the presence of less notice, respectively, than 30 and 60 days from the confirmed delivery date as in point 3.2

4. Terms of Delivery and Transfer of Risk

4.1 The delivery terms specified in the order confirmation are not essential; in any case, the Seller will make every effort to comply with the delivery dates or periods specified in the order confirmation.

4.2 In the event of delayed delivery due to circumstances beyond the reasonable control of the Seller, such as (but not limited to): a) unpredictable circumstances, force majeure, strikes, riots, accidents, conflicts, including any delay by its suppliers or otherwise, the Seller will have the right, at its choice, to extend the delivery term for a period equivalent to the duration of the above cause of delay, or to cancel the sale and, in both cases, the Seller will not be held responsible for the delay or non-delivery.

4.3 Unless otherwise specified in the order confirmation, the Products will be sold by D.E.M. with Inconterm ex-works (INCOTERMS 2010) and the delivery of the Products will take place at the Seller’s production site in Z.I. Villanova 20 – 32013 Longarone, BL – Italy.

4.4 For national deliveries, the transfer of risk takes place with the delivery of the Products to the first carrier. The Products always travel at the Buyer’s exclusive risk, even when the Carrier should be chosen and appointed by the Seller, the latter being free of any responsibility with the delivery of the Products to the Carrier, since the delivery must be considered to all intents and purposes as performed in the hands of the Buyer.

4.5 For international deliveries, unless otherwise agreed in writing, the risks in relation to the Products are transferred to the Buyer at the time of delivery based on the INCOTERMS applied.

4.6 The buyer is required to immediately take delivery of the Products entrusted by the Seller to the Carrier, or to promptly collect them from the Seller’s premises on the date on which D.E.M. SpA will have notified him that the Products are ready for delivery. If the buyer delays the collection of the Products for a period exceeding 10 (ten) days, the Products are considered as delivered to the Buyer who from that moment is also required to pay all the related costs including, by way of example but not limited to, storage and insurance costs.

5. Warranty

5.1 Warranty Terms

5.1.1 The Seller guarantees the Products for 24 (twenty-four) months from the production date printed on the adhesive label bearing the Product identification data, provided that they are used appropriately, for design or manufacturing defects, non-compliance with specifications techniques released by the Seller or agreed with the Buyer.

5.1.2 The warranty is void if the identification label is missing or if the causes of the failure are due to (i) normal wear and tear; (ii) accidents, misuse, carelessness, use not in accordance with the Proper Use or use outside the scope of delivery; (iii) repairs or modifications to the Products carried out without the consent of D.E.M. SpA; (iv) designs and technical specifications provided by the Buyer, (v) instructions given by the Buyer; (vi) software and firmware programs developed by the Buyer and used on the Product and more generally any defect due to fault or in any case to activities on the Product carried out by the Buyer without the written consent of the Seller.

5.1.3 In the event that the Buyer does not offer the Seller the opportunity to examine the Products in the manner indicated below, the Seller cannot be held responsible for a violation of the warranty conditions referred to in article 5.1.1.

5.1.4 The Seller is not responsible for the costs of disassembling, transporting, re-assembling, re-installing, or testing the defective Products covered by this guarantee.

5.2 Procedure for returning Products to DEM

5.2.1 Warranty services and repairs are carried out exclusively by the Seller.

5.2.2 Before proceeding with the return of the defective Products, the Buyer must inform the Sales Department by e-mail (customerservice@dem-it.com) or the commercial D.E.M. SpA of reference, reporting the following data in the communication: a) product code and no. serial number shown on the label b) production date (if present on the label) c) quantity for each code d) description of the anomaly found

5.2.3 Shipping costs are always charged to the Buyer. D.E.M. SpA will return the material to the Buyer at its own expense if the relative interventions have been carried out under warranty. Otherwise, the return costs will be borne by the Buyer. D.E.M. SpA reserves six months from the date of receipt to carry out any appropriate checks and/or interventions and send the material.

5.2.4 The goods always travel at the Buyer’s risk. It is up to this to inspect the completeness and integrity of the material upon delivery. In the event of damage due to transport, it is necessary to inform the carrier within the contractual terms to obtain compensation from the carrier’s insurance company.

5.2.5 For all controlled returns, D.E.M. SpA will report the anomalies found, the interventions carried out, or the reasons for any failure to repair.

5.3 Interventions under warranty

5.3.1 The products under warranty, if repairable based on the initial checks carried out by D.E.M. SpA, will be repaired, regenerating them again. If the repair is not possible or not economically convenient, the Seller wills to replace the instrument with a new one of the same type.

5.3.2 If no defects or anomalies are found, the repairs will be considered not under warranty and the labor costs for carrying out the tests will be charged.

5.4 Interventions out of warranty

5.4.1 In the event that the instruments are no longer under warranty, the Seller will provide an estimate relating to the repair costs which the Buyer must return signed for acceptance within 30 days. In the absence of the estimate signed by the Buyer, the Seller will not proceed with the repair of the out-of-warranty instruments.

5.4.2 If the instrument cannot be repaired, the repair is not economically viable or the estimate has not been returned signed by the customer within 30 days, the Seller will in any case return the material to the Buyer, the transportation cost or any other expense related to the return of the goods will be in charge of the Buyer.

6. Claims

6.1 The Seller will promptly examine the Products with due diligence and attention when they arrive in its warehouses and will inform, without delay, of any omission, defect or non-conformity of the Products. The complaint must be communicated in writing no later than 8 (eight) days from receipt of the Products and must indicate the Product code and number and must contain a complete description of the defects or omissions found. Once 5 (five) days have elapsed from the receipt of the Products by the Buyer, as shown by the transport documents, without the Buyer having notified the lack or non-conformity of the Products, the latter will be considered definitively accepted by the Buyer.

6.2 Following the complaint, the Seller will either replace the defective Products or refund the Buyer the amount paid. The Seller reserves the right to test the Products returned by the Buyer and to charge the same for all costs incurred in the event that, following such tests, it appears that the Products do not present any defects.

7. Responsibility

7.1 Some of the Seller’s Products can be used in machinery and/or for activities other than those indicated by the Seller; the Buyer is responsible for the technical assessments regarding the use of the Products in such different machines or for such different activities.

7.2 The Seller will be held responsible for damages caused to the Buyer as an immediate and direct consequence of its own willful or grossly negligent failure to fulfill the obligations arising from the contract. In no event shall the Seller be liable for indirect damages suffered by the Buyer or third parties, such as, by way of example but not limited to, damage to image, loss of profit, production, contracts, penalties or refunds of any kind, etc.

8. Miscellaneous

8.1 The invalidity, illegitimacy, nullity, voidability or ineffectiveness of any provision of these Conditions or part of it must not affect the validity, legitimacy or effectiveness of the remaining provisions which will continue to be valid and effective and, if necessary, shall be interpreted as having some effect.

8.2 These Conditions are published in Italian and English. In case of conflict in the interpretation of the two versions, the Italian language prevails.

9. Jurisdiction and Applicable Law

9.1 All contractual or non-contractual disputes concerning the interpretation, validity, effectiveness, execution or resolution of these General Conditions of Sale and the sales governed by them will be decided exclusively by the Court of Belluno (Italy). Without prejudice to the above provisions, the Seller also has the right to refer such matters to the competent court of the place where the Buyer’s headquarters are located.

9.2 These general conditions will be interpreted and governed on the basis of Italian law.