These terms and conditions of sale govern the Sale of the Products between Esseci S.r.l., having its registered offices at 31047 Ponte di Piave (TV), Italy, Via degli Alpini, 5 (hereinafter referred to as "the Seller") and the Purchaser.

1. Orders

1.1 Orders shall be effected in writing directly by the Purchaser to the Seller.
1.2 Orders received by the Seller shall be considered irrevocable for the Purchaser.
1.3 Orders include the quantities, prices, terms of delivery and payment, and the conditions of freight and transport; the minimum amount of orders shall be € 500,00 (fivehundred euro). For smaller amounts no discount whatsoever will apply.

2. Order confirmation – Approximate orders

2.1 Orders shall be considered accepted and, consequently, binding upon the Seller by way of Confirmation issued by the letter on its form within 30 (thirty) days; after such term, if no Confirmation has been issued, the Order shall be considered as non-accepted. Orders may be cancelled by Seller if Seller acknowledges that there is a material Purchaser's default as to the payments of the previous Orders.

3. Prices

3.1 Prices are those in force at the date of the Orders, which shall prevail, cancel and replace all previous ones.
3.2 Where indicated, Prices include the cost for packing and loading on the transport's means at the Sellers factory as well as the cost for transport, insurance and Customs clearance.
3.3 Prices may be automatically varied, also for the Orders already accepted, should the cost of the raw materials and/or the workmanship increase more than 2% (two percent) during the period between the Confirmation date and the delivery date. Moreover, the Prices may be automatically varied should the currency utilized for the payment be depreciated for more than 3% (three percent) in the period between the Orders date and the delivery date.
The variation of the Prices shall be equal to the percentage of increase or depreciation accrued in the abovementioned period.

4. Currency

4.1 The prices shown in the invoices are quoted in the currency indicated in the Orders.

5. Payment

5.1 The terms and the conditions of payment are those indicated in the Orders.
5.1.1 For no reason whatsoever the Purchaser shall be allowed to delay and/or stop payments of the Products beyond the maturity agreed upon. Notwithstanding art. 1193 I° paragraph of the Italian Civil Code, each payment will settle the oldest debt. Should the Purchaser fail to pay even one instalment, the Seller shall be allowed to require payment at once of all the outstanding sums.
5.2 Should payment be effected by letter of credit (L/C), same must be confirmed by a primary bank with offices in the city of the Seller and shall be irrevocable, partial shipment allowed and transferable wholly or in part on one or more occasions and payable, on the date on which payment falls due, at first demand against presentation of the Documents set forth in these Conditions of Sale, without any exception and/or reserve and notwithstanding any oppositions and/or counterclaims and/or law suits This letter should be negotiable against the Documents set forth in the Conditions of Sale.
5.3 Should payment be effected upon presentation of the Documents, the Seller shall present the Documents set forth in these Conditions of Sale at the Bank indicated by the Purchaser and, if no such Bank has been indicated, at a bank chosen by the Seller having its head office in the city of the Purchaser. Should a deferred Payment be agreed upon, the Documents may be withdrawn by the Purchaser against acceptance of a draft, prepared by the Seller and presented together with the Documents, for the sum indicated in the invoice, payable on the date on which payment falls due.
5.4 When provided for in the Order or in the Confirmation, if any, the Seller shall be entitled to issue draft or banker's receipt for the sum indicated in the invoice, payable on the date on which Payment falls due. Said draft or banker's receipt shall be payable - where possible - at the bank indicated by the Purchaser, and if no such bank has been indicated, at a bank chosen by the Seller having office in the city of the Purchaser.
5.5 In the event of delayed Payment, total or partial, the Purchaser shall pay on the outstanding amounts a morator interest equal to the maximum amount as indicated by the applicable laws, without prejudice to the Seller's right to terminate the Contract and to claim for further damages. Should the Seller intend to continue the contractual relationship the terms of payment of the supplies may be revised.

6. Terms

6.1 The delivery terms indicated in the Orders are not of the essence and any possible delay shall not legitimate the termination of the contract.
6.2 Should the Seller be prevented from complying with the delivery terms due to lack of or delayed deliveries on the part of its suppliers, interruption or suspension on transports or energy, unavailability or shortage of raw materials, strikes or Union agitations, as well as for any other unpredictable event beyond any reasonable control of the Seller, the Terms shall be suspended from the day of the notice thereof by the Seller to the Purchaser.

7. Delivery

7.1 The delivery has to be considered as effected with the consequential transfer of property and relative risks and independently of what was agreed upon by the parties as to the transport costs, at the Seller's factory in Italy, or its warehouses at the moment of the loading of the goods onto the means of transport direct to the Purchaser.
7.2 The goods travel at Purchaser's risk which will sustain, if otherwise not provided for by the parties, any relative cost and charge including customs duties and taxes of any kind whatsoever.
7.3 The delivery date is the date when the carriers receives the goods loaded onto the means of transport.

8. Suspension of the delivery

8.1 Partial or full non-payment of the Orders shall authorize the Seller to definitely suspend the delivery of the goods or the performance of the existing contract, save for further compensation for damages.

9. Documents

9.1 The goods shall be accompanied by the usual shipping documents and, if they are to be exported, the certificate of origin, if necessary, and the Customs documents usually required.

10. Claims

10.1 The goods shall be inspected by the Purchaser immediately after their arrival indicating in the shipping document any possible damages. The missed segnalation should caused the forfaiture of the warranties Claims for erroneous delivery or for goods which do not correspond to the contractual product shall be sent within 8 days from the receipt, in written form under penalty of forfeiture, together with the marks of the disputed packing.
10.2 The Purchaser shall hold the contested goods at the disposal of the Seller for a reasonable period of time to permit the inspection thereof.
10.3 Returns of goods shall not be made, however Seller may accept them; in any case, returns of goods are accepted only if previously agreed and authorised in writing, provided Purchaser bear all related expenses.
10.4 Under no circumstances shall the Purchaser be authorized to suspend or delay payments when making a claim.

11. Warranties

11.1 The Product shall be guaranteed free from any and all defects as regards materials or manufacture.
11.2 Faults of quality and hidden defects which cannot be verified immediately after arrival shall, under penalty of forfeiture, be communicated within 8 days from the discovery thereof by letter. At all events the rights at the warranty will expire after 15 (fifteen) months from the delivery of any Product.
11.3 The warranty shall provide for - where it is possible and provided that Seller accepts, at its sole discreption, that Product/s is/are defective - the replacement free of charge of the Products within the periods of time normally necessary or, alternatively, for the credit of the Product's value. To such extent the Purchaser shall send, at its own cost, the items to be replaced together with a report containing all the data necessary for the identification of the consignment of goods, the date and number of the invoice and the description of the defect discovered. Should the Seller replace the Products the Purchaser shall bear the transport costs.
11.4 The warranty shall be excluded any and every time when the Product has been used in a manner different from the instructions of the Seller, or Product be tampered.
12. Applicable law
12.1 The sales governed by these Conditions of Sale shall, for any matter not foreseen herein, be governed by the Italian law in force, custom and international conventions excluded.

13. Juridisction

13.1 Any dispute which may arise between the parties in relation to the sales governed by these Conditions of Sale shall be subject exclusively to the Court of Treviso - Italy -. At any rate, and without prejudice to the above, the Seller shall have the right to submit any dispute to any other competent Court as per the Italian Procedural Law in force.

The Purchaser hereto expressly declares to have carefully read the following: Clause 2 (Order Confirmation - Approximate Orders), Clause 3 (Prices), Clause 6 (Terms), Clause 8 (Suspension of the delivery), Clause 10 (Claims), Clause 11 (Warranties), Clause 12 (Applicable Law); Clause 13 (Jurisdiction) of these Terms and Conditions of Sale, and declares to accept them, pursuant to Articles 1341 and 1342 of the Italian Civil Code, without any reserve and/or exception.