Via Campanello, 14 - 37014 Castelnuovo del Garda –Verona-Italy

Phone: + 39 045 7550999 - Fax: + 39 045 7550617

C.F. – P. IVA : IT03707470237 CAPITALE SOCIALE 200.000 € I.V.A.

info@saima.com - www.saima.com

 

ISO 9001-2008 certified by Lloyd's Register

 

 

GENERAL CONDITIONS OF SALE AND SUPPLY

(Ref. Date 02/05/2010)

 

I- Overview

The following general conditions of sale and supply become an integral part of the sales contract when placing an order. Any conflicting or diverging purchasing terms and conditions or other limitations made by the Buyer/Purchaser are not recognized, unless expressly confirmed in writing by the Seller in that particular case.

II- Parties to the contract

The Seller party refers to the company providing the materials subject of the supply ordered.

The Seller party may also use third-party companies to provide the supplies ordered.

The Buyer/Purchaser party refers to the holder of invoices regarding materials or processes subject of the order.

III- Purpose of the supply

The Seller carries out mechanical machining, designs, manufactures, sells, repairs and performs maintenance tasks on hydraulic and pneumatic cylinders for the naval, energy and oil sectors, for steel factories and pipe mills, etc.

IV- Offers and orders

Offers made by the Seller are not binding with regard to price, quantity, term and delivery. Buyers’ orders must be complete and well-defined in each point; in particular, they must indicate in clear and precise terms the quantity and specific characteristics of the products required, the implementation and delivery times and the supply price. These are finalized only after our written confirmation and the return of a copy of the order confirmation sent by the Buyer/Purchaser, which must be signed for acceptance of all the general conditions and details listed overleaf. In any case, the confirmation will prevail on the offer or on the order made by the Buyer/Purchaser.

V- Validity of the offer

The validity of the offer is defined by the offer itself. During discussion of the aforementioned, acceptance beyond that limit may be considered valid if the Sales Department considers the contents to be valid and/or there will not be any substantial changes in cost of the raw materials or technical variations to the original offer.

VI- Technical specifications

The Seller manufactures the product in accordance with the client’s technical specifications. However, during the analysis, verification and planning phase, the Seller reserves the right to submit improved technical solutions to the client for the application and/or executive process which will be considered enforceable and must be accepted for approval by the Purchaser’s technical office.

VII- Prices

Prices are exclusive of VAT and ex-works by the Seller.

VIII- Payments

Apply those set out in the order confirmation.

If there are any doubts on the creditworthiness of the Buyer/Purchaser and they, despite a corresponding request, are not willing to make an advance payment or provide adequate guarantee of payment, the Seller, if he has not yet carried out the supply, is entitled to withdraw from the contract.

Payments are considered done only after the amount is definitely available to the Seller on one of his accounts.

The Seller reserves the right to use payments of balance of the amounts of older invoices, increased of costs and interest charges which have been accumulated in the meantime and in the following order: costs, interests, primary credit.

We exclude any right of the Buyer/Purchaser to withhold payments. The Buyer/Purchaser may claim compensation only if there are unchallenged or legally determined claims.

IX- Delivery

The Seller undertakes to comply with the agreed terms of delivery.

Any change requested will be treated as a “change” and may be subject to extra charges for the associated costs.

These “change” requests must be approved by the Seller’s Technical/Production Department and may result in a postponement of the date of delivery and the consequent blocking of possible penalties.

“Date of delivery” refers to the week number of the current calendar year.

“Standard excess” on the date of delivery refers to the 21 days including the week of delivery written on the order confirmation; More precisely: One week before and the week after the scheduled date on the order confirmation.

The terms of delivery and execution of the works are only indicative and not binding; their non-compliance will not entitle the Buyer/Purchaser to demand fulfillment within the term or to terminate the contract or claim compensation for damages.

However, if a fixed term for delivery is agreed upon, the Buyer/Purchaser must accept, in case of a time delay, that it will be carried out within 4 weeks.

Facts which may prevent or delay the shipment of materials, such as but not limited to, delayed supply of raw materials, import restrictions, strikes (even corporate) and other factors that prevent or delay the production and/or processing (e.g. approval delays by the Buyer/Purchaser’s technical office) are conventionally considered causes of force majeure and the Seller shall not be held responsible for the delay in delivery. In the aforementioned cases, the Seller can delay delivery by agreeing new delivery dates with the Purchaser.

By day of delivery we refer to the day in which the goods leave the plant or, if this date cannot be established, the day in which the goods are made available to the Buyer/Purchaser.

The Buyer/Purchaser must check the materials upon delivery. Any shortages must be reported at the time of delivery, under penalty of cancellation of the right of complaint, by writing a note on the transport document.

X- Packaging

The materials are provided free of packaging. Any packaging must be requested when placing an order and will be charged on the invoice.

XI- Testing

The Seller guarantees compliance of the materials sold to the specifications described in the order confirmation. The presence of the Customer, or a person appointed by him, during the testing of the product must be explicitly agreed by the Buyer/Purchaser when ordering and explicitly accepted by the Seller in the order confirmation.

Testing may be conducted in compliance with UNI or EURONORM regulations or in accordance with the Specifications of the Controlling Bodies or according to special requirements. Fees for external inspection testers (official bodies or appointed by the customer) are the sole responsibility of the Purchaser unless otherwise indicated.

The Seller’s establishment will notify the Buyer/Purchaser if those in charge of testing do not start the test within three calendar days of notification of readiness of the materials, which will mean that the Buyer/Purchaser does not intend to witness the testing and that the materials will be tacitly accepted by him with the corresponding Test Certificates provided by the customer. In this case, the Seller shall consider himself authorized to carry out the relating shipment.

If the product is rejected during testing, the Seller’s sole obligation is to replace it as quickly as possible without the Buyer/Purchaser being entitled to claim any compensation or reimbursement of expenses incurred for any reason whatsoever.

If the test is to be put on hold at the request of the Buyer/Purchaser, and if such hold is accepted in writing by the Seller, the Buyer/Purchaser will be charged for all the extra costs resulting from this.

Also, Delivery Failure due to customer request or other causes attributable to the Buyer will be charged starting from the 2nd week. Charges will be assessed from time to time for storage management, interest payables, etc.

XII- Installation

Each product designed and manufactured. Particularly the medium and large sized cylinders for the naval, energy and oil sectors, steel factories and pipe mills are provided with Instruction Manual and storage and conservation instructions. Non-compliance by the Buyer/Purchaser will void the Warranty.

XIII- Disputes and complaints

Complaints will be taken into consideration only if received in writing immediately or at the latest within 8 days from delivery of the goods, indicating the invoice number and date.

In case of hidden defects, the complaint must be made in writing immediately upon discovery, but at the latest within 5 months of receipt of the goods. The burden of proof of the hidden defect is borne by the Buyer/Purchaser.

The defective goods may be returned only after the Seller’s explicit consent.

XIV- Warranties

If the defects are completely and univocally a result from the manufacturing and/or machining process or material, the Seller provides warranty within the limits set out below:

- Warranty for defects in material, products or workings carried out by third parties remains restricted within the limits of warranty of the suppliers of Saima S.p.A.

- Any warranty claim is expressly conditioned to the fact that the Buyer/Purchaser has fulfilled all his contractual obligations and, in particular, his payment obligations; has also carefully dealt with the object of the supply by observing the handling, storage and internal handling rules; has not, on his own initiative, made or instructed any third party to make any changes to the object; has provided the Seller with correct technical data and specifications.

- The Seller is not responsible for defects which arise when in the care of the Buyer/Purchaser for wear caused by functioning and damage due to overuse, inadequate and improper treatment or that, once delivered to the Purchaser, are caused by mechanical, chemical or thermal forces exerted on the materials delivered by the Seller.

- For the metal surfaces without coating, no warranty is made beyond their compliance with current regulations; the Seller is relieved from all responsibility concerning the onset of oxidation as these are expected phenomena.

- The warranty paid by the Seller will not be renewed to the parts repaired.

- Materials that have obvious defects must not be used by the Buyer/Purchaser; if the Buyer/Purchaser fails to do so, he will lose any warranty.

The Seller is responsible for hidden defects for a period of 12 months after delivery to the Buyer/Purchaser.

XV- Non-compliance

Relevant legislation

ISO 9001-2008 and Quality Manual indications

Non-compliance notification

The non-compliance notification must be accompanied by the following supply information:

a) order confirmation number, if any;

b) order confirmation position number, if any;

c) the accompanying document;

d) other elements of identification and traceability (profiles, length, quality, casting number, brand);

e) state of the material at the time of the dispute (as supplied, processed, etc.);

f) description of non-compliance and stage of the process in which it was detected;

g) non-compliant quantity;

h) amount disputed;

i) any proposed solution.

The Seller must be able to examine the merits of the dispute by examining the supply at issue.

XVI- Handling of non-compliance

The material or product found to be non-compliant must be placed aside in the same state in which it was delivered and kept available until the resolution of the problem, even if sold or processed by a company other than the Buyer/Purchaser.

The decision of the Buyer/Purchaser and/or end user to employ the material or product in dispute without the Seller’s prior approval does not give the right to compensation.

XVII- Definition of non-compliance

A dispute in progress does not result in the cancellation of the order and the Seller shall not be liable for any direct and/or indirect damages suffered by the Buyer/Purchaser, notwithstanding the limit prescribed by Article 1229 of the Italian Civil Code.

If a dispute should arise for non-compliance on the work performed by Saima spa, it shall be liable only for the value of the work done and not for the total value of the work piece.

If the charges are proven to be unfounded, the Seller will charge the cost of the inspections carried out, as well as any third-party assessments made.

Any complaints or disputes, brought forward by way of action and/or exception, do not confer the right to suspend payments.

If the complaints are found to be justified following inspection carried out by the Seller’s technicians, the following outcomes may occur:

a) the product undergoes repair at our premises

b) the product can be restored by the Buyer/Purchaser at a negotiable cost

c) the product is replaced

XVIII- Withdrawal from the contract

The Seller will have the right to withdrawal from the contract without penalty if he is aware of the existence of protests of securities, as well as the beginning of summary, ordinary, insolvency even extrajudicial legal proceedings borne by the Buyer/Purchaser.

XIX- Privacy

Personal data requested when placing an order is collected and processed in order to meet the expressed requirements of the Buyer/Purchaser and will not, under any circumstances or for any reason, be passed on to third parties. The Seller guarantees its customers full compliance with regulations regarding the processing of personal data covered by the Privacy Code referred to in the Italian Legislative Decree No. 196 of 30.06.2003.

The data controller is SAIMA S.p.A. headquartered in Castelnuovo del Garda (VR), via Campanello 14.

The Buyer/Purchaser may request, as provided by the aforementioned law, confirmation of the existence of the data, view them and their integration, update and deletion.

XX- Regulatory laws

Matters not expressly regulated by these “General conditions of sale” will be regulated by the sales provisions laid down in Articles 1470 and following Articles of the Italian Civil Code.

XXI- Competent jurisdiction

Any dispute arising from the interpretation, application, termination of the contact and/or of these “General conditions of sale” or otherwise relating to them, will be deferred exclusively to the jurisdiction of the Court where the Seller has its registered office, also in case of connection of cases.

 

Place and date                                                                                                  Signature

 

 

The undersigned agrees to the terms set out in the “General conditions of sale” listed above, pursuant to and by effect of Articles 1341 and 1342 of the Italian Civil Code; and specifically accepts the terms set out in paragraphs VII (Prices), VIII (Payments), IX (Delivery), XI (Testing), XII (Disputes and complaints), XIII (Warranties), XIV (Waivers), XV (Non-compliance), XVI (Handling of non-compliance), XVII (Definition of non-compliance), XVIII (Withdrawal from the contract), XX (Regulatory laws), XXI (Competent jurisdiction).

Unless otherwise stated, Saima spa intends to accept all the General conditions of sale listed above.

 

Place and date                                                                                                   Signature