GENERAL CONDITIONS OF SALE

1. General
1.1 These General Conditions of Sale are applicable to all the orders received and accepted by EZM srl by Order Confirmation, that is to all its Contracts of sale ("Contract"). Other possible general conditions of purchase are rejected.
1.2 The Contract is governed by the laws of Italy with the exclusion of the United Nations Convention on the International Sales of Goods, 1980.
1.3 Any reference made to trade terms (such as EXW, CIP, etc.) is deemed to be made to ICC Incoterms ® 2010.

2. Characteristics of the Products
2.1 Any information or data relating to technical features and/or specifications of the Products contained in dépliants, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the Contract.

3. Time of delivery
3.1 The time of delivery indicated by the EZM srl in the Order Confirmation is not an essential term of the Contract so if EZM srl expects that he will be unable to deliver the Products at the date indicated for delivery, he must inform the Buyer within the shortest delay, in writing, of such occurrence, stating, as far as possible, the estimated date of delivery.

4. Delivery - Complaints
4.1 Except as otherwise agreed, the delivery of the goods will be Ex Works, even if it is agreed that the Seller will take care, in whole or in part, of the shipment.
4.2 Any complaints relating to packaging, quantity, number or exterior features of the Products (apparent defects), must be notified to the EZM srl, by registered letter with return receipt, within 8 days from receipt of the Products; failing such notification the Purchaser's right to claim the above defects will be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the EZM srl, by registered letter with return receipt, within 8 days from discovery of the defects and in any case not later than 12 months from delivery; failing such notification the Purchaser's right to claim the above defects will be forfeited.
4.3 It is agreed that any complaints or objections do not entitle the Buyer to suspend or to delay payment of the Products as well as payment of any other supplies.

5. Prices
5.1 Prices are indicated in the Order Confirmation and, unless otherwise agreed, are to be considered Ex Works, for Products packed according to the usages of the trade with respect to the agreed transport means. It is agreed that any other cost or charge shall be for the account of the Buyer.

6. Payment conditions
6.1 Payment of the full price of the Product must be made in advance and, unless otherwise agreed in the Order Confirmation, the advance payment must be credited to the EZM srl's account at least 7 days before the agreed date of delivery.
6.2 Unless otherwise agreed, any expenses or bank commissions due with respect to the payment shall be for the Buyer's account.
6.3 In case of delay in payment with respect to the agreed delivery date, the Buyer shall pay to the EZM srl an interest on late payments in accordance with the European Directive 2000/35/EC

7. Warranty for defects
7.1 The EZM srl undertakes to replace the Products which have shown to have defects, lack of quality or non-conformity and for which he is liable, occurring within twelve months from delivery of the Products, provided such defects have been timely notified in accordance with art. 4.2. The Products repaired or replaced under the warranty will be submitted to the same guarantee for a period of six months starting from the date of repair or replacement. 7.2 It is agreed that the above mentioned guarantee (i.e. the obligation to replace the Products) is in lieu of any other legal guarantee or liability and excludes any other EZM srl's liability (whether contractual or non-contractual) which may anyhow arise out of or in relation with the Products supplied (e.g. compensation of damages, loss of profit, recall campaigns, etc.). 7.3 The Warranty for defects covers the Products as delivered by the EZM srl, who does not warrant any further application of the Products. 7.4 Buyer in any case will be responsible for the improper use of the Products.

8. Retention of title
8.1 It is agreed that, the Products delivered remain the EZM srl's property until complete payment is received by EZM srl.

9. Force majeure
9.1 Either party shall have the right to suspend performance of his contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his control, such as strikes, boycotts, lock-outs, fires, war (either declared or not), civil war, riots, revolutions, requisitions, embargo, energy black-outs, delay in delivery of components or raw materials.
9.2 The party wishing to make use of the present clause must promptly communicate in writing to the other party the occurrence and the end of such force majeure circumstances.
9.3 Should the suspension due to force majeure last more than six weeks, either party shall have the right to terminate the Contract by a 10 days' written notice to the counterpart.

10. Jurisdiction
10.1 The competent law courts of the place where the EZM srl has his registered office shall have exclusive jurisdiction in any action arising out of or in connection with this contract. However, as an exception to the principle here above, the EZM srl is in any case entitled to bring his action before the competent court of the place where the Buyer has his registered office.