Sales terms and conditions

BIOINOX

GENERAL SALE CONDITIONS

Orders acceptance
1 a) The order awarding constitutes irreversible proposal and implies, for the Purchaser, the whole acceptance of the present general sale conditions. b) The Purchaser commits himself to supply all the information or documents necessary for the full order definition. c) The order orders concerning products requiring total or partial personalized constructions, will be accepted only after the approval and return of the signed technical drawings by the Purchaser.

Prices
2 a) The prices stated in our order confirmation don?t include packaging, transport, taxes and various freights, if not otherwise specified. b) The prices concerning products with special construction, not standard, will be considered and accepted with prices to be defined.

Delivery terms
3 a) Deliveries are always to be considered ex works. b) Bioinox S.r.l. engages to respect the delivery and forwarding terms indicated on any document or other declarations, except for causes of force majeure. c) The delivery previsions are made with the presupposition that the Purchaser supplies all the necessary information for the order carrying out, that there won't be irregularities in the supply of the necessary materials, delays or transport difficulties, non-respect of the payment conditions even if referred to previous supplies, damages to the plants, accidents caused by the natural forces, strikes, or any other obstacle to the production and delivery, without distinguishing if these events touch our society or our suppliers.

Dispatch of the Goods
4 a) It is a task of the consignee to rise the due reserves, claims or actions towards the transporter as our Society is not responsible of the possible lacks or damages happened after the delivery to the transporter himself. b) The deliveries are all made ex works, with our own means too, except for particular agreements to be defined from time to time. c) The packages necessary for the deliveries with transport firms will be invoiced.

Claims and warranty
5a) If the goods result useless because of the materials or other causes chargeable to our Society, the claim must be forwarded in writing with registered letter not later than 8 days from the goods reception. b) After 8 days from the goods reception we won?t accept any claim and the Purchaser has no right or action about. c) If the claim is timely and well-grounded, the engagement of our Society is intended according to our "Warranty Conditions". d) It is excluded any right of the Purchaser to ask for the contract resolution or direct or indirect damages compensation of any nature or entity. e) The goods replacement can be made only after the reception of the claimed parts.

Property reserves
6 a) All the sales are intended carried out with the precise condition of the reserved property of the goods till they are not fully paid, with the faculty of our Society to claim in any case the non-paid materials. b) If the Purchaser asks to stop the delivery of the ready materials, and if this suspension is accepted by our Society, all the further costs caused by this suspension such as stocking, interests allowed, etc., will be debited to the Purchaser.

Payment
7 a) The payments must be done at the expiry date according to the conditions granted, showed in our order confirmation. b) We won?t recognize on the invoice amount, if non confirmed by us in writing. c) The invoices won't be so receipted if not fully paid. d) When passed the expiry date, we will apply the commercial interests according to Law 09/10/2002, n. 231. e) The delayed payment even of one single day and with minimum import implies for Bioinox S.r.l. the faculty to consider the agreement as solved due to Customer, and so to omit the supply of the remaining part of the goods, so as to recede from any other living agreement with the defaulting customer, without owing anything to the customer himself. The Customer recognizes the same faculties for Bioinox S.r.l. in case the Customer should become insolvent to others, or should diminish due to his own cause the solving guarantees offered before, or in case he should not grant the promoted guarantees.

Claims
8 For any claim a) for Italian suppliers it is competent the ordinary Italian judicial authority, particularly the court of Padova. b) For abroad supplies it is competent the Arbitration of the International Chamber of Commerce.

Negotiation, clauses bond
9 By sending the purchase order the Customer establishes that the agreement deriving from the order acceptance comes from the negotiation between the two parts, that have also taken into consideration the content of all the general supplying clauses, so that the rules referring to article nr 1341 and following ones is not applied. By sending the purchase order the Customer declares that he has examined all the clauses mentioned above and that he has carefully evaluated them, also from the point of view of their eventual burdensomeness ex art. 1341 and following ones.