INTRODUCTION

The present general sales terms and conditions are considered to be known to all buyers and constitute an integral part of the contract.
The supply is provided in accordance with the following general sales conditions, if other is not specified in the contract.

CONTRACTING PARTS
Supplier: FDB S.r.l.
Via della Tecnica, 9
36034 Malo (VI) Italia
P.I. & C.F. 01600920241

Customer: The parts identified by the data introduced in the order confirmation issued by FDB S.r.l.

OFFERS
Each offer made by the Supplier is without obligation and is not binding.
All offers are valid for a period specified therein, in case of acceptance received after the expiry term the Supplier reserves the right to confirm or not.
The supply referred to the offer includes only services, machinery, materials and quantities indicated therein.
All data and e specifications contained in catalogues, price lists, figures, drawings and promotional material are only indicative and are not binding.
Dimensions, weights, power consumption and performance data must be considered as approximate.
Times of installation, start-up and technical support must be considered as approximate.
The Supplier reserves the right to make improving modifications that think necessary without prior notice to the Customer, as long as the functionality and the safety of the product are not altered.

ORDER, ORDER CONFIRMATION AND CONTRACT AMENDMENT
Any changes or amendments to the order will not be accepted by the Supplier upon the receipt of a related order confirmation. If such changes were to be agreed, the related cost is charged to the Customer.
The transmission of the order by the Customer implies full acceptance of all conditions contained in the offer and in the present general sales conditions.
In any case the contract must be considered finalized only after the written confirmation of the order by the Supplier.

DELIVERY TERMS, PACKAGING, DELIVERY AND TRANSPORT
The delivery of goods will be made in the way specified in the order confirmation.
The delivery terms, unless otherwise specified, has to be considered “ex works” (EXW according Incoterms 2020).
The goods are packed as expressly indicated and valued in the order confirmation, that in case of discrepancies shall prevail.
Any request for special packaging must be agreed.
Goods are transported at the risk of the Customer, even for supplies delivered at destination place.
On receiving of goods, the Customer is required to check that correspond to the ordered and/or it has not been damaged during transport.
Each complaints should be reported immediately to the carrier and the Supplier (the latter by fax), signing with reserve the Delivery Note and indicating the nature of the damages and/or defects.

DELIVERY DATE
The delivery date will be indicated in the order confirmation.
The delivery period begins only after written order confirmation by the Supplier or, if an advance payment is agreed, upon the receiving of the amount.
In any case, the delivery date must be considered indicative and not binding.
Any delay in delivery won’t attribute to the Customer the right to terminate the contract or to claim reimbursement for any damage depending from this delay.
The delivery means complied with the notification by the Supplier of goods ready for dispatch.

TERMS OF PAYMENT – EXPRESSED RESOLVED CLAUSE
The payment for the supply must be made, net of any expenses, discounts, taxes or charges, according to the terms, deadlines and the way specified in the order confirmation.
About goods not withdrawn, in order to commence the payment terms, the date of invoice is assumed as date of delivery.
Supplier has the right to charge to customer the immediate application of interests on arrears to the extent and under the conditions of D. lgs. n. 231/2002 implementation of Directive 29.06.2000/35/CE and further changes and additions, in the event of failure, even partial, or delayed payment of one instalments on the agreed dates.
Supplier has the right to cancel contract, likewise suspend or cancel any other contract with the Customer, in case of failure, even partial, or delayed payment of one instalments on the agreed dates,
The Customer, if defaulter on payment obligation, shall not advance any claim or action through the court or compensation, reimbursement or refunds of any kind and is obliged to pay reimbursement for all damages (property and non-property) arising from his non-fulfilment.

TRANSFER OF PROPERTY AND RISKS – RETENTION OF TITLE
Pursuant to and in accordance with Articles 1523 et seq. Italian Civil Code, the Customer shall acquire ownership of the goods subject of the supply only with the full payment of its amount and its additional costs, while assumes all risks inherent to it, including the perishing, from the time of delivery.
Until full payment of the amount of the supply, the goods remain under the property of the Supplier who can claim them even if joned or embedded to other properties owned by the client or third parties, wherever they are, as defined and with effects of Article 1523 et seq. Italian Civil Code.
Transcription expenses are charged to the customer, as defined in Article 1524 et seq. Italian Civil Code.
According to Art. 1526 paragraph 2 Italian Civil Code, in the event of cancel of the contract for non-fulfilment of the Customer, the Supplier will withhold the payments by Customer as refund.

WARRANTY
The Supplier guarantees that the goods correspond with the specifications and will be free from defects in material and construction.
Do not assume, however, no liability for applications thereof.
The warranty is void in case of modifications or use of the goods in a different manner than specified.
In any case, the warranty is excluded for incorrect operations and/or non-conformity of the goods due to:

• transport activities;
• improper storage, inadequate or negligent keeping and custody;
• Failure to perform the required maintenance;
• Failure to follow instructions and warnings regarding the installation and/or the use provided by the Supplier;
• Tampering, dismantling, operations or maintenance performed by unqualified personnel or unauthorized by the Supplier;
• Anomalous or improper use of the goods, failure to comply with the purpose and scope;
• Burden of damage caused by the continued use of the goods after the malfunction;
• Use of spare parts, components or accessories are not original or not authorized by the Supplier and damages caused by them;
• Incorrect or anomalous operation of the power supply or hydraulic;
• Damage caused by machinery interconnected;
• Corrosion, fouling or ruptures caused by stray electrical currents, improper water hardness, scale deposits, sludge deposits, condensation, aggressive or acidity of water, descaling treatments;
• Unforeseeable circumstances or force majeure such as, without limitation and not exhaustive, freezing, overheating, fire, lightnings, acts of vandalism etc…
  Parts subject to normal wear are not subject to warranty.
  In the case of recognized operation of the guarantee, the liability of the Supplier shall be deemed limited to repair and/or replacement of damaged goods, and the Customer can’t advance any claim of compensation for production stop, damage to equipment or others, nothing excluded, and the Customer can’t act to obtain the termination of the contract, for that reason.

INSTALLATION, START-UP, TECHNOLOGICAL ASSISTANCE AND OTHER EXPENSES
If the installation, start-up, and technological assistance are included, the customer must ensure that the premises are completed, equipped with doors and windows, heating, electricity and lighting, that all the foundations are dry and, for the handling of commodity, there is free access both inside and outside the premises as well as proper equipment and tools is available.
Unless otherwise specified, shall mean excluded visa fees, taxes, travel, meals and lodging, transfers and various that the Suppliers reserves to provide documentation and to charge the cost the customer.
The Supplier reserves to document and charge the Customer transfers with its vehicles, the cost per kilometer.
If time of installation, start-up, technological assistance will be extended for necessity, request or impediment by the Customer and not for cause or choice of the Supplier, the Supplier reserves the right to charge the Customer for the additional costs to the current prices.
If materials for installation, start-up and technological assistance will be increased for necessity, request or impediment by the Customer and not to cause or choice of the Supplier, the Supplier reserves the right to charge them to the Customer.

CLAIMS
Upon receipt of the goods, the customer is required to check that correspond to those ordered and loses the right to challenge the compliance portion after 08 (eight) days of receipt.
Any goods in dispute, that has to be replaced, prior consent of the Supplier, shall be delivered by the Customer to the Supplier’s factory within 10 (ten) days from the date of the formal complaint.
If the complaint is founded, following the ascertainment of the Supplier, the Supplier’s obligation is limited to the replacement of the goods recognized mismatch.
The notification of eventual hidden defects must be made by fax within 08 days (eight) from the discovery.
Any delay in the notification of the complaint, not agreed with the Supplier, will automatically not recognize the non-compliance.
In any case, complaints and protests do not give the customer the right to suspend payment of the supply and/or other supplies, to request the termination of the contract and/or other contracts and/or compensation for any damage and/or reimbursement of any expenses incurred for any reason.
The customer has no right to claim and, therefore, the replacement of the goods, if not immediately stops the use of the item in dispute.

IMPROPER USE
Customer does not have the power ,and expressly disclaims, to request to Supplier damages or expenses resulting from improper use or modifications unauthorized by the Supplier, exempting the Supplier from any kind of liability resulting from claims and, even by third parties.

TERMINATION OF THE CONTRACT
Supplier reserves the right to terminate the contract with immediate effect if he becomes aware about situations in charge of Customer about protests, seizures, foreclosures or other harmful acts, the situation of liquidation, controlled administration, extraordinary administration, arrangement with creditors, bankruptcy.

APPLICABLE LAW AND JURISDICTION
The contract is governed and interpreted in all respects by Italian law.
For any dispute arising from the execution or interpretation of the contract, is recognized the exclusive jurisdiction of the Court of Vicenza.

The Supplier
(Date, Stamp and Signature)
______________________________

The Customer
(Date, Stamp and Signature)

______________________________

Pursuant to and for the purposes of Article 1341 and 1342 of the Italian Civil Code, the customer declares to endorse fully the terms of the contract.

The Customer
(Date, Stamp and Signature)

______________________________