GENERAL CONTRACT CONDITIONS

Context of Application
These General Conditions govern all supply relationships between the parties. Even in case of derogations agreed in writing, all parts of these conditions not specifically covered by the concessions shall continue to apply. Any general conditions of purchase issued by the Purchaser shall not be applied to relationships between the parties unless specifically accepted in writing by EFFETRE SRL, and in all cases shall not invalidate the efficacy of these General Conditions, with which they shall be coordinated. Placing of the order by the Purchaser shall imply the full acceptance of these general conditions of sale.
Duties and functions
EFFETRE SRL's business is the design (conception and development) and then the production of products. Production activities may also be carried out in accordance with the design supplied by the Customer, which may be developed jointly. Even in this case, EFFETRE SRL shall fulfil the contract with complete technical and organisational independence, without any form of subordination, at the times and to the schedules it deems appropriate, with input from its own staff and, where it considers this appropriate, that of associates of its choice. Under no circumstances shall a contract of this kind constitute coordinated, continuative employment, since it shall be limited only to the fulfilment of the agreement governed by these general conditions.
Parties' obligations
EFFETRE SRL shall perform the design activities in close contact with the executives assigned for this purpose by the Customer. All orders for supply of goods or materials relating to the realisation of the product shall be placed solely by EFFETRE SRL on the basis of the technical data and designs produced.
Design production times
The times granted for the conception and development of the design ordered shall be agreed between the Parties on each occasion and correlated to the type of design ordered. They shall therefore be decided at the moment of assignment of the contract.
Fee for design work
The fee for the design work shall be established in the quotation sent to the Customer, which shall agree to the relative amount at the moment of assignment of the contract.
Ownership of design documentation and non-disclosure
All the design documents produced by EFFETRE SRL and consigned to the Customer company shall continue to be the sole, absolute property of EFFETRE SRL, which shall therefore be entitled to dispose of them at its own absolute discretion, as the single, exclusive holder of the intellectual property rights. The Customer shall be absolutely forbidden to disclose the data supplied by EFFETRE SRL with regard to the design, and all data, of any kind, relating to the business of EFFETRE SRL which come to the Customer company's knowledge in relation to this contract. The design data consigned to EFFETRE SRL shall be conserved with the greater possible confidentiality, as shall all the information relating to the work done for the Customer company. EFFETRE shall prevent the disclosure and/or publication of the material and documentation in its possession, except for relationships with parties strictly connected to the realisation of the design (mould producers-suppliers, etc.) and necessary for the preparation of the estimates and subsequent production; the non-disclosure obligation shall be extended to these parties. These regulations concerning the ownership and non-disclosure of the information and/or intellectual property in any way connected to the relationship between the Parties shall remain in force even after the expiry or termination of this relationship.
Production and supply of the product on an industrial scale – Production equipment
The Customer's approval of the design produced by EFFETRE SRL shall lead to the award of an exclusive contract to EFFETRE SRL for the production of the product on an industrial scale, with an obligation on the Customer not to use competitor producers. The aforesaid exclusive right shall also apply to spare parts for the products. The Customer shall not offer for sale products with brand and/or appearance similar to those supplied by EFFETRE SRL. The Customer shall not modify, remove or delete the Brand or any distinguishing marks applied to the contract products, or modify their presentation. The supply quantities of the product shall be decided in the order for the same and the supply order shall be confirmed by EFFETRE SRL in writing. The same procedure shall be used to define the relationships between the Parties with regard to the materials, moulds or any equipment necessary for production, all of which may be supplied by the Customer. In this case, EFFETRE SRL shall allocate part of its store for the sole purpose of the production of the products on an industrial scale, and shall operate as a depositary agent as defined by law. EFFETRE SRL shall be bound by the relative obligation of safekeeping for a period of not more than 2 years from the date of the last production work carried out on the Customer's account. After this time has elapsed, the Customer shall be obliged, at its own expense, to collect the equipment in question or, as an alternative, to give orders for it to be scrapped; in this case, any revenues generated shall not be refunded. If nothing is heard from the Customer, once the aforesaid 2 years have elapsed, EFFETRE S.R.L. may proceed, at its own absolute discretion, to scrap the equipment (in which case the Customer shall have no claim against EFFETRE SRL) or, as an alternative, to request the Customer to pay a monthly storage charge.
Prices and payment for the items supplied
Prices do not include VAT and always refer to goods ex-works - shipment always takes place on the Customer's behalf and at its risk; packaging and all other related costs shall be billed at cost price if not returned on specific request. All customs charges and/or taxes shall be payable by the purchaser. In the event that the product is offered for sale in Italy, it shall always be legally subject to VAT, regardless of the foreign nationality of the customer. Payment shall be made by the date stated in the order confirmation, by bank transfer or bank payment order. In the event of failure to make even part of the payment at the due dates agreed, EFFETRE SRL shall be entitled to suspend shipment of goods, if not yet completed, and demand payment for the items supplied, while retaining the right to claim for any further damages. In the event that EFFETRE SRL has authorised extended payment terms for the goods supplied and the Customer's legal-financial status appears to have changed, EFFETRE SRL reserves the right, at its own absolute discretion, to demand immediate payment for the items supplied, also pursuant to art.1186 of the Italian Civil Code.
Delivery
Delivery terms are always guidelines and are calculated from the date of the order confirmation, unless the parties have agreed a precise term for delivery of the goods, in writing. The purchaser shall not be permitted to refuse deliveries, including partial deliveries. EFFETRE SRL does not accept any responsibility for inconvenience arising from circumstances of force majeure, accidents, explosions, fires, strikes and/or lock-outs, earthquakes, floods and other similar events which prevent fulfilment of all or some of the contract obligations at times that may be agreed in the contract. In this case the Customer shall not be entitled to cancel the purchase or request compensation. In the event of delay or interruption in fulfilment of the contract caused by the Customer, the latter shall pay all the additional expenses incurred, with the issue of partial invoices to request payment for the additional services and costs. 15 days after notice that the products are at the Customer's disposal, EFFETRE SRL shall be entitled to issue the invoice and demand the relative payment.
Warranty
EFFETRE SRL guarantees that the products supplied are free from faults and defects which render them unsuitable for the use for which they are specifically intended. The warranty against construction defects is limited only to faults in the products which can be traced to defects in the material used or design and construction problems which can be traced to EFFETRE SRL. Moreover, the warranty does not cover defects due to normal wear and tear of the products in the case of parts subject to rapid, continual wear. Unless otherwise agreed in writing, the warranty shall be valid for 12 months from the date of delivery of the products. The aforesaid warranty shall apply on condition that the products have been correctly stored and used in accordance with the instructions in the technical documentation or design data supplied by EFFETRE SRL. The Customer shall automatically forfeit warranty cover in the event of failures caused by recklessness, negligence or carelessness during use of the products supplied, use of the product for purposes other than that required by contract, or tampering, modifications or changes, and if the defects reported have been caused by external agents. The Customer shall forfeit warranty cover if it does not permit all reasonable checks and inspections requested by EFFETRE SRL. The Customer shall inspect products to ensure that they conform to specifications and are free from defects within 8 days of delivery. The Customer shall report any obvious faults or defects in writing within no more than 8 days after delivery of the products; any concealed and/or operating defects shall be reported within 8 days of discovery of the defect and in all cases not after the end of the warranty period. In all cases, the warranty shall cease to apply 12 months after delivery. Complaints shall be submitted to EFFETRE SRL in writing, with a detailed description of the faults or nonconformities identified. The Customer shall not return products without the prior written agreement of EFFETRE SRL, and all returns shall comply with the procedures stated in the "Customer return form". Further to a properly submitted complaint by the Purchaser, if defects in the items supplied are confirmed, EFFETRE SRL may, at its own discretion: a) repair the faulty products, requesting the Customer to consign them to the EFFETRE SRL factory; b) supply the same type and quantity of products as those found to be faulty to the Customer's address, in which case it will request the return of the faulty products, which shall become its property. In the event that repairs and/or replacements requested on the premises of the Customer or third parties are covered by the warranty, with work performed with the assistance of EFFETRE SRL staff, no charge will be made for the labour or the materials used, but the non-working waiting and travelling hours of the technical staff and their travelling, board and lodging costs will be billed to the Customer, which shall be obliged to make the relative payment. In the event that the defects reported on the products are not the responsibility of EFFETRE SRL, the product repair and replacement expenses shall be calculated and billed to the Customer. The warranty contained in this article absorbs and replaces the legal warranty for defects and nonconformities and excludes all other possible liability on the part of EFFETRE SRL originating from the products supplied in any way; in particular, in the event that the defects are confirmed, the Customer shall not be permitted to submit any further claims for compensation and under no circumstances shall EFFETRE SRL be held responsible for indirect or consequential damages. In all cases, the responsibility of EFFETRE SRL shall be considered limited to the damage foreseeable at the time of signing of the contract, and under no circumstances shall it exceed the value of the goods supplied. For products which EFFETRE SRL purchases from third parties and applies to or installs on the goods supplied, the warranty shall be limited to the warranty provided by its supplier.
Retention of property rights
Products are supplied with retention of property rights by EFFETRE SRL until full payment of the price, for the intents and purposes of art. 1523 of the Italian Civil Code, and all risks shall be borne by the Customer from the time of delivery. Therefore, until transfer of the property rights to the products, the Customer shall not sell or otherwise dispose of them without the consent of EFFETRE SRL. Failure to pay individual instalments amounting to at least one eighth of the total price may lead - at the absolute discretion of EFFETRE SRL and in combination with the provisions elsewhere in these general conditions - to termination of the supply contract, with the latter entitled to retain the price already collected as compensation, subject to any further damages due.
Miscellaneous
Any derogations from the general or specific conditions shall only be valid if agreed in writing or confirmed by the vendor EFFETRE SRL
Competent law court and applicable law
The Brescia law court shall have sole jurisdiction over any disputes arising from this contract, with no exceptions. The contract is governed by Italian law.