Terms and Conditions of Sale

I. Validity

1. Any order and/or contract of sale made by BONAVERI (hereinafter referred to as "the Seller"), as listed below, to a purchaser for any supply of BONAVERI’s product/material and or sales’ ancillary services, shall be exclusively subject to these Terms and Conditions of Sale which are the only ones that govern the above-mentioned order and/or contract of sale.

1.1. Customers’ General conditions of purchase (hereinafter “the Buyer”) apply only in so far as specifically agreed to in writing by BONAVERI’s CEO himself or by a duly authorized representative appointed by BONAVERI itself. In the event that the general conditions of purchase were sent to BONAVERI by the Buyer, BONAVERI’s silence and/or the execution of an order does not imply acceptance of these conditions, even in absence of explicit refusal.

1.2. More precisely, “Purchase Order” means the interest manifested by the Buyer for the purchase of BONAVERI’s products/materials and/or for the BONAVERI’s sale ancillary services, in accordance with these Conditions of Sale. The presentation of an Order by Buyer assumes acceptance of these Conditions of Sale.

1.3. Special agreements or amendments to this General Terms and Conditions of sale will be effective only if made in written by BONAVERI in its Confirmation Order. If BONAVERI’s Confirmation Order contains modifications and/or detailed specifications with respect to the Order signed by the Purchaser, such changes are deemed accepted by the same Purchaser, except for opposition and / or a counter proposal that the Purchaser shall notify in writing within eight (8) days to BONAVERI after receipt of BONAVERI Confirmation Order.

II. Definizioni

2.1. In this Term and Conditions of Sale, the following words and expressions shall have, unless otherwise specified, the following meanings:

- “Products/materials/services”: shall means BONAVERI’s products, materials and/or services specified in the Purchase Order and/or in the Confirmation Order and in the Technical Information (when available);

- “Purchase Order”: shall mean the Order placed by the Purchaser to BONAVERI for the supply of BONAVERI’s products, materials and/or services;

- “Purchaser”: shall mean all companies, entity, authority and person, private or legal, that are costumers of BONAVERI;

- “Seller”: shall mean BONAVERI S.r.l. Unipersonale, selling its products, material and services;

- “Technical Information”: shall mean any and all technical information related to BONAVERI’ product, materials and/or services;

- “Ancillary Information”: shall mean any documents, in any form represented or reproduced, falling in the definition of “Technical Information”. Ancillary Information to the offer as pictures, drawings, specific measure and weight, will exclusively contain approximately values, with exception when expressly indicate by BONAVERI as binding. Thus, operative information and not binding, except where expressly indicated


3.1. It shall be understood and agreed that the intellectual property and copyright and all moral and material right in and to any Products, project, study, relevant design, evaluation, sample, model, drawing, and any other document, developed directly or by third parties in relation to BONAVERI’s products are and shall remain the sole and exclusive property of BONAVERI, even if BONAVERI had developed such design, models, moulds etc., upon Purchaser specifically request; originals and copies cannot be made available in any way – even for vision, to third parties. The projects, studies and graphic design, evaluation, samples, models, estimates, drawings and any other document, which is classified as "confidential" will not be made available to third parties by the Purchaser without the BONAVERI’s prior written consent.

IV. ORDERS – Confirmation order and its amendments

4.1 Orders’ details, specific condition and delivery or supply request, as well as amendments or addition to them, must be in writing. Orders and its changes can also be issued by electrical transmission, email and/or certified email or by telefax. Any verbal agreement occurred during the supply shall always be subject to BONAVERI’s purchase department written confirmation.

4.2 Quotation eventually submitted by BONAVERI to the Purchaser shall not binding unless when expressly otherwise provided and accepted in writing by BONAVERI itself.

4.3. Orders are not binding until confirmation in writing given by BONAVERI, by fax or email and/or certified e-mail, by means of the Confirmation Order. The confirmation must be given within four (4) weeks from receipt of the Order, during which the Buyer remains bound to the order presented. In no other case, the Order and/or any request of supply shall be considered binding for BONAVARI. In any case, no obligation to accept or to give effect to any order can never be ascribed to BONAVERI, which can always free to consider the opportunity to accept or not accept a purchase order and/or an offer to purchase, in any way it is presented and / or communicated.

4.4. The sale is closed by means of sending by the Purchaser of the Purchase Order and subsequent submission by BONAVERI of the relevant Confirmation Order.

4.5. In any case, any other condition proposed by the purchaser under these Terms and Conditions of Sale shall be binding only if accepted in writing by BONAVERI, also by fax and/or certified e-mail. BONAVERI reserves the right, at any time and without prior advise, to make changes and improvements in design, materials used and manufacture method, insofar this not cause limitation on the usability of the ordered Product.

V. Place of delivery and execution of the purchase

5.1. Delivery and transportation costs are borne by the Purchaser, which organizes the transport operation with its own resources and/or by professional couriers chosen by the same Purchaser on its own cost unless otherwise agreed between the parties. Thus, unless expressly agreed otherwise, all products are delivered ex-works BONAVERI (ex-works).

5.2. As a general rule, the delivery of the product is established in 5/6 weeks from the date of the Order Confirmation issued by BONAVERI, except in the absence of any indication otherwise agreed in writing and accepted by BONAVERI. BONAVERI shall endeavour to observe the agreed terms of delivery. In any case, delay in delivery shall not entitle the Purchaser to rescind the contract and/or to ask for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the Products; subject to the present clause, remains to the Buyer the right to declare the termination of the contract in the event of delay more than 60 days from agreed delivery date.

5.3. The agreed time of delivery is deemed essential as for Italian Civil Code article 1457 only if expressly stated as such in Purchaser Order and expressly accepted as such in BONAVERI Confirmation Order.

5.4. The execution of any Order will start from the date of BONAVERI Confirmation Order.

5.5. The estimated delivery time is deemed to be satisfied when the product is ready to be picked by the Purchaser and/or its courier in BONAVERI’s industrial unit by the end of the above-mentioned term, and within this time limit is given by BONAVERI to the Purchaser, via fax or certified e-mail, written notice of availability to delivery of the Product.

5.6. BONAVERI is deemed not responsible for any direct or indirect damages related to any delay in delivery. Subject to this clause, if BONAVERI should pay damages for delayed delivery to the Purchaser, however, those cannot exceed a sum equal to 0.5% for each full calendar week of delay, with a maximum of 5% of the value of those products Purchaser cannot use in time or as contractually agreed.

5.7. The delivery terms are automatically and proportionally extended up to a maximum of eight (8) weeks, in case of force majeure, that is: stop the production, supply objective difficulties, delays in deliveries for total or partial strikes, mobilization, war and any other event of delay is not dependent on the will of BONAVERI or otherwise out of his control whether and how such an event constitutes a serious impediment to execute the order or delivery. In such case, BONAVERI will immediately notify the Purchaser of the beginning and end of the event of force majeure; in any case, BONAVERI is not responsible for damages of any kind, direct or indirect, caused in consequence of such events, even if it had already defaulted for other reasons at the time when these events occur; subject this clause, both parties, spent the maximum period for extension of 8 (eight) weeks, even not continuous, have the right to resolve the contract with written declaration to be sent to other party by registered letter AR

5.8. Delivery terms are automatically and proportionally extended in case of failure, inaccuracies or delays by the Purchaser in the transmission of information and documents necessary for the execution of the order, or in the event of default of the Purchaser's payment terms, credit limits and similar condition, except BONAVERI’s right to terminate this Term and Condition of sale.

5.9. When delivery is delayed at request of the Purchaser, or for any other cause attributable to it, BONAVERI will charge the Purchaser the costs of storage; in case of the Product are storage in a BONAVERI’s establishment, deposit cost will be charged at least 0.5% of the value of the supply each calendar month or portion of it; in any case, if the delay at the request of the Purchaser is more than (60) sixty days, BONAVERI’s right to terminate the contract in not prejudice; BONAVERI will terminate the contract with registered letter to be sent to the Purchaser and to claim compensation for direct and indirect damages to the minimum extent henceforth to a penalty equal to 15% of the purchase price, subject always the compensation for further damages.

VI. Prices and payments

6.1. Unless otherwise agreed in writing, all prices are ex-works BONAVERI (BONAVERI ex-works); unless otherwise agreed in writing, packaging costs (VAT not included) and transportation goods to their destination, as well as the stamp on promissory notes and drafts, and generally any charges or costs incidental to the present and the future contract of sale or payment (bank charges, etc..) shall be bear by Purchaser and will be billed separately from BONAVERI to Purchaser.

6.2. Unless otherwise expressly agreed in writing, payment must be made by Purchaser in full no later than thirty (30) days of receipt of the BONAVERI’s Confirmation Order or within the delivery date, if earlier.

6.3. In case of delayed payment, BONAVERI is entitled to charge overdue interest at the rate equal to the statutory rate plus three (3) percentage points in any way not exceeding the maximum rate permitted by law.

6.4. In case of delayed payment, subsequent payments will be charged observing the following order: expenses, interest and, at last, principal amounts according to the chronological order of expiring.

6.5. Purchaser is not permitted to offset BONAVERI’s credit against him in compensation with his credit against BONAVERI, except in cases where the compensation is expressly permitted by BONAVERI or such claims have been determined by a judgment the final. The Buyer may not withhold payment for any reason and expressly agree to propose any exceptions or disputes only once duly fulfilled its obligations.

6.6. To guarantee the success of the sale, BONAVERI may ask the Purchaser to issue real and/or personal guarantees for an amount equal to the product price plus 10% to cover any costs. These guarantees will be extinct, respectively, and/or returned to Purchaser, not prior then the fulfillment of any obligations under this contract by the Purchaser, at its own expense.

6.7. When an installment payment has been agreed, Purchaser, will lose the benefit of the term, and therefore all amounts still owed will become immediately due at BONAVERI’s request sent by registered letter, regardless of whether any bill or promissory note has been issued, in the following cases:

a) failure of payment, in whole or in part, at the due date, of two installments of the price, not necessarily consecutively for a total amount equal to at least 10% of the price (including legal interest;

b) Purchaser's submission to bankruptcy, settlement, winding up proceedings, also voluntary, and, generally, Purchaser inability to honor its debts or insolvency.

VII. Transfer of risk

7.1. The risk for damage, loss or deterioration due to any reason is transfer to Purchaser at the latest when the goods are made available for shipping to the Purchaser, or to his authorized courier, or otherwise when the goods leaves the sphere of BONAVERI availability. This clause also applies in the case of partial shipments, as well as in the case where BONAVERI has also assumed the obligation of delivery, transport and installation of the Products.

7.2. The risk of damage, loss or deterioration of Products is transfer to the Purchaser at the date on which the goods are placed at his disposal even if the shipment is deferred at the request of Purchaser itself or because of circumstances not chargeable to BONAVERI.

VIII. Acceptance and complaints.

8.1. The Purchaser has the obligation to check, with the diligence of an experienced business operator, the products provided upon receipt and has also the obligation to notify to BONAVERI any complaint. All complaints must be communicated to BONAVERI in writing by fax or certified e-mail (with confirmation by registered letter) within 3 days of receipt of Products.

8.2. Purchase failure to report a complaint within the above-mentioned term shall means acceptance of the products delivered as free from defect.

8.3. If at the time of acceptance of Products by the carrier or by the Purchaser that person picks up the Products, no written not on packaging condition is made, it should be understood as evidence of the fact that at the time of delivery by BONAVERI the packaging was intact and in good condition.

8.4. Purchaser is not relieved from the obligation to pay and receive the Products because the presentation of a complaint, unless otherwise expressly agreed in writing. Partial deliveries are expressly permitted and allowed.

IX. Warranty

9.1. This warranty is conditional on the fulfillment by the Purchaser of his obligation in the execution of this Terms and Conditions of Sale.

9.2. Under this Terms and Conditions of Sale, BONAVERI warrants that its Products were manufactured in a workmanlike manner, using appropriate materials and projects adequate to the standards observed by the industry for a period of twelve (12) months from the date of transfer of risk.

9.3. BONAVERI’s liability under the warranty shall, at its sole discretion, be limited to replace or repair free of charge any Products or component which, in its judgement, proves to be defective or not conform to at BONAVERI’s premises and or factory or at Purchaser place and/or at the place where the goods have been received. In case of delivery in a foreign country, the additional costs of improvement and/or replacement will be covered by this warranty only if they do not involve significant amounts of charges and is given absolute evidence by the Purchaser of the existence of the defect in the product for which the guarantee is invoked.

9.4. BONAVERI shall not be deemed liable in relation to any Products’ break or deterioration for mistaken or non-conforming use –with higher wear and breakage- failure of direction of use, mistaken installation by the Purchaser or third parties.

9.5. The Purchaser is obliged to allow to BONAVERI to make the appropriate improvements and/or replacement – in a reasonable time – to Products for which this guarantee is requested. In case of refusal, the Purchaser shall cease to operate. This warranty shall also cease to operate in the event Products are either installed, tampered with, mishandled or repaired directly by the Purchaser and/or by unauthorized third persons or, in the event Products are not used in accordance with BONAVERI’s instructions, are misused, improperly used or otherwise abused in any way.

9.6. BONAVERI’s warranty for improved products or parts thereof shall stand only until the expiry of the warranty for the original product; however, the warranty period is suspended for the duration of improvement and replacement operation.

9.7. Replaced parts of Products are the property of BONAVERI and must be returned to BONAVERI’s headquarters at the sole expense of the Purchaser or to other place indicated by BONAVERI. However, BONAVERI may allow in writing the Purchaser to use the replaced part without any cost.

9.8. The aforesaid warranty is the sole warranty given by BONAVERI to Purchaser.

X. Conditional Sale

10.1. Title to Products sold hereunder to Purchaser shall remain vested in BONAVERI until full payment therefore has been made by the Purchaser and received by BONAVERI.

10.2. It’s expressly agreed that Purchaser at any time, even after the expiring of supply agreement, shall not sell, distribute to or otherwise dispose the Products purchased from BONAVERI under this Terms and Conditions of Sale to third parties, both before or after the full payment. Purchaser shall never give purchased products to pawn.

10.3. Throughout the conditional term, Purchaser shall grant to BONAVERI or to BONAVERI’s representative duly authorized, the possibility to enter at any time in Purchaser factory, warehouse or place where the Products are stored.

10.4. Purchaser who bought Products for aim different from its business activity shall not assign or otherwise transfer the purchased Products to third parties as such Product are BONAVERI’s exclusive property. To this purpose, Purchaser shall transcribe at his own expensive the conditional property as provided by article 1524 c.c., 2° co., of Italian Civil Code in Court’s records of the place where the purchased Product is stored. Notice to BONAVERI shall be given within 30 days from delivery.

10.5. As provided by clause VI of this Terms and Conditions of Sale, in the event that the Purchaser fail to fully or partially perform is obligation of payment within the agreed terms, BONAVERI shall be entitled to terminate the Agreement and the Purchaser shall be oblige to give back within eight (8) days from the receipt of the related notice of termination any Products under condition.

10.6. In the event BONAVERI terminate this Agreement as provided in clause 10.5., partially payment eventually made by the Purchaser shall be deemed received by BONAVERI as indemnity, and shall not affect the right of BONAVERI to claim for any damage, loss, cost and expense suffered as a consequence of the default of the Purchaser.

10.7. In the event that seizing or pledge on Product still owned by BONAVERI are requested by third parties, Purchaser is obliged to immediately notify BONAVERI and the third party by telefax or registered mail. Costs and expense related to any legal action or opposition thereof suited by BONAVERI shall be bear by the Purchaser.

XI. Purchaser Termination right

11.1. Purchaser be entitled to terminate this Agreement only when BONAVERI’s obligation under this Terms and Conditions of Sale has become fully or partially impossible before the transfer of the risk and the Purchaser has a justified interest in refusing partial performance.

11.2. Furthermore, Purchaser be entitled to early terminate this Agreement after sixty (60) days from the agree delivery date if at that date the delivery has not yet performed.

XII. BONAVERI Termination right

12.1.Except when elsewhere provided in this Terms and Conditions of Sale, BONAVERI is entitled to terminate the contract in the event that Purchaser experience a worsening financial situation of such seriousness to affecting Purchaser ability to exactly fulfill his payment obligation. This situation is deemed automatically verified whenever the Purchaser delay in paying any BONAVERI’s supply of Products, even under different agreement, so as to determine the loss of acceleration clause’s related benefit.

12.2. Thus, BONAVERI shall be entitled to terminate this Agreement subject to art. III (6)when its obligation to delivery has became impossible for fact not ascribable to BONAVERI itself.

XIII. Jurisdiction and applicable law

13.1. If any dispute or difference shall arise between the Parties to this Terms and Conditions of Sale from or in connection with these Terms and Conditions of Sale or its performance, construction or interpretation, the Parties shall endeavour to resolve it through negotiations. If the Parties are unable to agree, the issues shall in the first instance be dealt with by mediation with a Mediator to be appointed by Chamber of Commerce of Bologna, Bologna-Italy, subject to Italian D.leg. 5/2003.

13.2. If the dispute has not been resolved by mediation within sixty (60) days of initiation thereof, or such extended period the Parties may agree in writing, the dispute can be referred to a sole arbitrator. The Appointing Authority shall be the Bologna Chamber of Commerce, Italy (ICC). The arbitration proceeding shall be subject to Bologna Chamber o Commerce rules and regulation.

13.3. Notwithstanding the foregoing clauses 13.1 and 13.2, any dispute, controversy or claim arising out of or relating to this Term and Conditions of Sale or the performance, breach, termination or invalidity hereof, shall be finally and exclusively settled by the Court of Bologna (Italy) which jurisdiction is deemed exclusive and cannot be derogated.

13.4. This Term and Conditions of Sale and any individual purchase and sales contracts shall be governed by and construed in accordance with the Italian laws.

XIV. Severability

14.1. Should any provision or clause or sub-clause or part of a clause in this Terms and Conditions of Sale nevertheless be held to be invalid or to become invalid, illegal or unenforceable under any of such laws, the other provisions of this Terms and Conditions of Sale shall not be affected and, to the extent permissible under applicable law, the Parties agree to use their best efforts to modify or substitute said invalid, illegal or unenforceable provision with a new provision of similar import reflecting the original intent of BONAVERI, so as to comply with such laws. Subject to Italian Civil Code articles 1341 and 1342, the Purchaser does hereby declare to accept the provisions of the clauses set forth in this Terms and Conditions of Sale:

III. (TECHNICAL INFORMATION - Copyright), V. (Place of delivery and execution of the purchase), VI (Prices and payments), VIII (Acceptance and complaints), IX (Warranty), X (Conditional Sale), XII (BONAVERI termination right), XIII (Jurisdiction and applicable law).

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