General terms and conditions of sales

These terms and the 1980 Vienna Sales Convention govern the sale of all products ("Goods") made by Mesdan Spa ("Seller") and apply notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other document or communication ("Purchase Order") from the Buyer. These terms and conditions may only be waived or modified in a written agreement signed by an authorized representative of the Seller. Neither Seller's acknowledgment of a Purchase Order nor Seller's failure to object to conflicting, contrary or additional terms and conditions in a Purchase Order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.In case individual provisions of the present General Sales Conditions are, or might become, invalid, they do not compromise the validity of the other provisions.

It is formalized only by accepting the offer and the general conditions of sale

Our delivery terms refer to ICC INCOTERMS 2020, which also regulate the risk transfer to the Buyer.

The place of performance of this agreement is the Seller’s premises.

The Buyer must timely pay the price for the Goods. If the Buyer fails to make timely payment, the Seller may charge delay-interest at a maximum rate of Euroribor+400b.p. If the Buyer fails to pay any invoice when due, or if Seller believes in good faith that Buyer's ability to make payments may be impaired, the Seller may suspend delivery of any pending order until such payment is made.

Taking delivery is a main obligation of the Buyer. If the Buyer fails, the Seller may require 30% of the Goods’ price or the actual costs incurred if higher.

Delivery time is understood to be from the date of receipt of all necessary information, including Buyer’s approval of the offer. Delivery date refers to the availability of Goods in the Seller’s warehouse at the disposal of the Buyer or ready for shipment. In case of delay, it is already fixed an additional period of 6 months for the performance by the Seller’s of its obligation. After this period, if the Seller’s fails to deliver, the Buyer may declare the contract avoided (prior notification to the Sellers) or fix an additional period.

The Sellers shall not be liable for any failure to fulfil its obligations or delay in delivery due in whole or in part to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, health crisis, accidents, war, riot, acts of terrorism, changes in law, acts or omissions of other parties, material shortages, delays in transportation or inability to obtain labour or materials through its regular sources.

The Buyer must examine the Goods in the shortest period from their arrival at destination. In case of shortage, breakage and other discrepancies, the Buyer must give notice to the Seller with specification of the nature of lack of conformity within 15 days from the date of goods’ arrival.

The Seller warrants that all Goods shall be free from defects in material and workmanship for 12 months from shipment date. The warranty applies only to Buyer who has fulfilled its obligations. The Seller’s liability shall be limited solely to, and at the Seller’s option, replace or repair free of charge the Goods or parts of the Goods which, after careful examination carried out at the Seller’s premises, are considered faulty by its technician. The replaced Goods are property of the Seller and must be returned on its request. The Seller shall not be liable for labor claims, downtime, lost profit direct consequential or incidental damage or injury to persons or property arising from the presence or use of any Goods sold. This warranty does not include those parts which due to their specific use are subject to short term wear and does not cover damages due to inaccurate or improper installation, usage, maintenance, technical service and to damages due to power fluctuation in case of electronic goods. The transportation fees to the Seller are at the Buyer’s charge. If following to technician’s inspection on request of the Buyer, the defects are found as not imputable to the Sellers, all expenses concerning the inspection will be charged to the Buyer.

If, for any reason, the Buyer desires to cancel an order, such cancellation shall only be with the written consent of the Seller and then only after payment is made to the Seller for all costs incurred which shall include but not be limited to, material, labor, overheads and reasonable profit.

Any disputes shall be governed by the Law of the Republic of Italy and the 1980 Vienna Convention on the international sale of goods. The Buyer agrees that the court of Brescia in Italy shall have exclusive jurisdiction over any disputes arising under or relating to this sale agreement. If Buyer fails to make payment when due, the Seller may pursue any legal or equitable remedies, in which event the Seller shall be entitled to reimbursement of its costs of collection, including reasonable attorneys' fees.

The Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or to Belarus or for use in the Russian Federation or Belarus any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 (Russia) and Article 8g of Council Regulation (EU) No 765/2006 (Belarus) applied to a third country except for partners listed in Annex VIII. The Buyer shall undertake its best efforts to ensure that the purpose of this term is not frustrated by any third parties, including the set-up of an adequate monitoring mechanism to detect infringing conduct. Any violation shall constitute a material breach of an essential element of this Agreement, and the Seller shall be entitled to seek appropriate remedies, including, but not limited to termination of this Agreement and a penalty of 30% of the Goods’ price or equal to the greater damage. The Buyer shall immediately inform the Seller about any problems in applying this term, including any relevant activities by third parties that could frustrate the purpose of this Regulation. The Buyer shall make available to the Seller information concerning compliance with these obligations under paragraph within two weeks of the simple request of such information.

Mesdan S.p.A., all its employees as well as its suppliers observe the dispositions of the “Ethical Code of conduct” in agreement with Model 231 (Italian Law). More details can be found on our official website www.mesdan.com under the section Ethical Code of conduct (very bottom of the initial page)

for acceptance of the offer and general terms and conditions of sale

Date __________________ Signature and Seal of the Buyer______________________________________