GENERAL CONDITIONS OF SALE

TERMINATION OF CONTRACT

The terms of payment are essential elements and any default in payment or any unilateral modification to what has been agreed constitutes the right of withdrawal by SandenVendo GmbH, the right to suspend deliveries and consider resolved the supply agreements in course without notice, warning or otherwise. SandenVendo GmbH may take advantage of the same faculty, if it considers that changes can occur in the economic/financial situation of the Purchasing Company, according to art. 1461 of the civil code.

PRICES

Prices are subject to change at any time. Prices refer to products only and do not include taxes, transport expenses, other expenses and commissions such as expenses for special packing dispositions and labelling of the products, permits, certificates, custom declarations and registrations (collectively called "additional fees"). The additional fees are charged to the Customer.

PAYMENTS

Payments must be made by the Buyer in the manner and terms agreed. Any complaints about the quality of the supply do not justify the suspension of payment. Failure to pay one installment, in case of installment payments, will result in the forfeiture of the benefit of the term ex art.1186. In this case SandenVendo GmbH may request, even judicially, the payment of the entire amount due up to that point.

For delayed payment beyond the forecasted limits, interests will be debited within the preventive measures of Art 1 of the Legislative Decree no. 192/2012 (ECB rate + 8 points).

SandenVendo GmbH can at any time modify the terms of credit to the Customer, demand for monitoring purposes to the Customer financial data to verify his solvency, demand a bank or any other warranty and suspend all outstanding customer orders. SandenVendo GmbH will be able to charge payments to any of the accounts of the Customer. If the Customer fails to fulfill any payment under this Agreement, SandenVendo GmbH may reschedule or cancel any planned deliveries and declare immediately due and payable all outstanding invoices. Unless otherwise provided by applicable law, any credit note issued by SandenVendo GmbH to the Customer with respect to any of the Customer's account will expire if not used within twelve (12) months from the date of issue of that credit memo.

DELIVERY

If no specific term was agreed, the delivery of goods are ex works. Also in case of various agreements, the goods always travel to risk and danger of the Purchasing Company. The delivery of all or part of the order is subordinated to the possibility of SandenVendo GmbH to obtain products, raw materials and services from their regular suppliers. Where for reasons not attributable to SandenVendo GmbH ,the latter is temporarily or permanently unable to make delivery to circumstances beyond its control, such as (but not limited to) war, government restrictions, fire, flood or other natural events, strikes, etc... SandenVendo GmbH. will be exempted, from delivery obligations for the duration of the impediment and all the time in which the effects are present and from any obligation to pay damages for delay to the Customer. SandenVendo GmbH will promptly inform the Purchasing Company of such impediment. In the cases mentioned above, the delivery delays will not constitute the right of the Purchasing Company to raise complaints for damages or to cancel the order. The delivery time will begin after the mailing date of the order confirmation, but not before SandenVendo GmbH. receives form the Purchasing Company all the information and approvals, when required, or the accounts.

Partial deliveries will be accepted by the Purchasing Company and paid according to the conditions and contract prices. If the delay not motivated by reasons of force majeure exceeds 90 days the Purchasing Company could request the cancellation of the order for the part unfulfilled. Either party may terminate the purchasing contracts already stipulated when, following the changes mentioned above, their own performance proves to be extremely burdensome depriving it of any interest in execution or the conservation of the contract.

The late delivery of any part of the order doesn't permit the Customer to cancel other deliveries If the Purchaser fails to accept delivery or does not withdraw the goods, SandenVendo GmbH will organize storage at the expense and risk of the Purchasing Company.

PROPERTY RESERVE

The sale is made with property reserve in favour of SandenVendo GmbH.

All goods supplied will remain the property of SandenVendo GmbH until they are completely paid.

Cheques and bills of exchange issued by the Purchasing Company will be considered as payment only after the collection of SandenVendo GmbH's Bank.

REPORTING DEFECTS AND FAULTS

The Purchasing Company is held to examine the goods received and notify, in writing, to SandenVendo GmbH within 8 days of delivery, any defects found, or noticed at first sight, or any other claim related to the products. In case the Buying Company gives no communication, the products will be considered definitely accepted and in accordance with the sale's contract agreement, subject to the possibility within the warranty period, to report any non apparent defect, but in any case the complaints must be made within 8 (eight) days from the discovery.

Transport costs of rendered products will be borne by the Purchasing Company. It is understood that any dispute regarding a part of goods delivered or a single shipment of goods will have no effect on the rest of the order, nor on the payment of other goods received and not immediately disputed.

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