GENERAL CONDITIONS OF SALE

BM Beta Meccanica Srl Unipersonale

FIELD OF APPLICATION
The following General Terms and Conditions of Sale apply to all sales and supplies involving BM Beta Meccanica srl – unipersonale with registered offices in Montecchio Maggiore (VI), Italy, via San Clemente n°46, VAT code 02348520699 (hereinafter referred to as “BM Beta Meccanica”) and the Purchaser of BM Beta Meccanica’s Products (hereinafter referred to as “Customer”). The following General Terms and Conditions of Sale represent an integral part of the sales contract concluded with the Customer, any amendment or derogation therein shall be by written agreement between BM Beta Meccanica and the Customer only. In the event of an agreed amendment or derogation, all sections of the General Terms and Conditions of Sale which have not been explicitly amended or derogated shall remain in force.
The Customer’s general purchasing conditions shall not be applicable, even if they are referred to in Orders or any other document issued by the Customer, unless specifically accepted in writing by BM Beta Meccanica.
Any proposed amendment to the Agreement transmitted by the Customer in their Purchase Order (Predefined Contract) or in an Open Purchase Order (Scheduling or Forecast Contracts, etc.) shall not be taken into account and shall not be accepted, even if such amendments are not expressly rejected upon receipt. Any amendment requests to the General Terms and Conditions of Sale shall be submitted separately from the Purchase Order and shall be subject to separate negotiation between the Parties.

REQUESTS FOR QUOTATION
Requests for Quotation may be submitted to BM Beta Meccanica by e-mail, fax or in verbal form, and shall state the technical specifications, the qualitative and formal conditions that the Products are required to meet, the annual supply requirement forecast along with any potential subdivision of the goods into lots to be delivered. Requests for Quotation that do not state the specified requirements shall not be taken into account. Requests for technical and/or formal integrations submitted after the contract signature date may be cause for reassessment and may involve an update to previously agreed economic terms.

ORDERS
Unless otherwise agreed by both parties, Puchase Orders shall be transmitted in writing and shall contain: a) Item code, b) Description, c) Unit price, d) Delivery Lot.
BM Beta Meccanica reserves the right to annex documentation specifying details of technical, manufacturing, functionality, quality and safety characteristics of the Product (hereinafter referred to as “Technical Specifications”) to its Quotations. Where such documents are attached, they shall be considered an integral part of the documentation relating to the sale of the Product, together with these Terms and Conditions, the Purchase Order and the Order Confirmation. Where they are not provided, the specifications/technical characteristics of the product described in the Quotation Document shall apply.
Cases in which the Technical Specifications are prepared and sent by the Customer shall be subject to BM Beta Meccanica’s approval prior to the order’s confirmation. When appropriate, the Parties will undertake to update the technical documents and drawings during the course of the Order’s execution, and in all cases, subject to the terms and conditions set forth herein.
Any changes or amendments to the Technical Specifications must be agreed on beforehand in writing by both Parties.
The Technical Specifications shall contain the agreed tolerances (quality, weight etc.).
In cases where the Technical Specifications are prepared by the Customer, the latter shall bear full and exclusive responsibility for declaring the Product’s technical, manufacturing, functional, quality and safety characteristics and the compliance of the same to the regulatory provisions in force in the Customer’s Country of origin and in any other Country in which the Customer intends to market/apply the purchased Product or intends to sell the goods in which the purchased Product will be installed/assembled.
Any information or data on the technical characteristics and/or specifications of Products contained in brochures, price lists, catalogues or similar documents shall only be binding to the extent that the aforementioned data is expressly referred to in the contract documentation.

MINIMUM BATCHES, QUANTITIES, LEAD TIME
Unless otherwise agreed between the Parties, the Customer is required to purchase the minimum quantity of Products stated in BM Beta Meccanica’s quotation document, with each single Order.
Unless otherwise agreed, delivery terms apply starting from the Order acceptance date (Order Confidate). Delivery terms are calculated in working days.
In the event that BM Beta Meccanica does not consider it possible to deliver the Products on the agreed date, BM Beta Meccanica shall promptly notify the Customer, stating the reasonably expected delivery date. Any delays that may occur shall not entitle the Customer to cancel the Order, refuse goods and/or to claim compensation for damages.
In the event that the agreed delivery term cannot be met due to an action or omission on the Customer’s part (Customer does not make the necessary payments or does not provide the data required to fulfil the Order prior to or during production, or requests variations during the execution of Order itself), BM Beta Meccanica will notify the Customer of the new delivery date, taking into reasonable account all the circumstances relevant to the case.
Any new Orders from customers who have defaulted payments shall not be processed until their debt situation has been adequately defined.
If the Customer fails to collect the Products at the location and within the terms agreed in the contract for any reason not attributable to BM Beta Meccanica, the Customer shall nevertheless carry out all payments specified in the contract.

ORDER CONFIRMATIONS
The contract is deemed concluded only once the Purchase Order has been explicitly accepted in writing by BM Beta Meccanica (Order Confirmation). The conditions stated in the Order Confirmation shall prevail over those indicated in the Quotation and the Customer’s Purchase Order. In cases where the Order Confirmation contains terms or conditions that are different to those stated in the Order, once a period of 3 working days has elapsed from the receipt of Confirmation during which the Customer has provided no written objection, the contract is deemed concluded and the conditions and terms set out in the Confirmation Order are deemed applicable. BM Beta Meccanica reserves the right to a period of 5 working days from the receipt of the Purchase Order to the Order Confirmation dispatch for cases in which the Order relates to items that are already in the price list. The period shall be of 15 working days if the Order relates to new items that do not feature in the price list or if the Order requires changes to articles/batches compared to the conditions set forth in the price list. Providing final acceptance commits the Customer to collecting the goods covered by the contract.
Order Confirmations are sent to the Customer in writing, by e-mail and contain:
• The order confirmation number issued by BM BETA MECCANICA and the date
• Reference to the customer’s order number and date
• Customer code, VAT number and customer details
• Transport method
• Payment Method
• Item number
• Item description
• Price and measurement unit
• Confirmed delivery date
• Any notes

VAYBILL
Each delivery is accompanied by a Waybill that states:
• The internal Waybill reference number provided by BM BETA MECCANICA and the date
• The Customer’s company name and address or branch address if required
• The Company name and address of the recipient if the latter is different to the Customer
• Customer number, VAT code
• Payment Method
• Article number
• Article description
• Reference to the customer code
• Net quantity delivered
• Reference to BM Beta Meccanica’s order confirmation
• Transport/delivery method
• Gross weight - exterior appearance of the goods
• Number of Packages

PRICES
Product prices are stated in the BM Beta Meccanica Price List valid at the time of receipt of each Order.
BM Beta Meccanica reviews Product pricing on an annual basis. However, BM Beta Meccanica reserves the right to introduce price changes at any time, upon the occurrence of one or more of the following factors:
• increases in labour or transportation costs, customs duties, import charges, and energy supply costs;
• variations in the prices of raw materials;
• fluctuations in currency exchange rates affecting the product price directly/indirectly.

Agreed Prices are not binding for BM Beta Meccanica in the event of changes to the quantity and quality of the Products to be supplied.
The Product prices stated in the price list are valid for one year; BM Beta Meccanica reserves the right to notify the Customer of any changes/adjustments by the end of September of each year. These changes will come into force as of January the 1st of the following year, regardless of the Order receipt dates. Customers who- se fiscal year does not coincide with the calendar year (e.g. 01/04 - 31/3) will be notified of any changes to the price list taking into account a three-month notice period from the fiscal year’s start date.

PAYMENT AND DELIVERY METHODS
Payment shall be fulfilled according to the methods and within the time frame specified in the quotation document prepared by BM Beta Meccanica.
In the event of delayed or missed payments:
• BM Beta Meccanica shall have the right to suspend the execution of ongoing Orders and refuse new Orders until arrears have been paid in full;
• Having sent the Customer written notice thereof, BM Beta Meccanica shall have the right to demand the immediate payment of the entire amount of all outstanding invoices, regardless of their due dates;
• Having sent the Customer written notice there- of, BM Beta Meccanica shall have the right to terminate the contract with the Customer. Contract termination shall apply to all Orders that have not yet been paid for, regardless of whether the Products the- rein have been delivered or not, and regardless of the delivery date.
In cases where the fulfilment of contractual obligations payable by the Customer is at risk due to financial difficulties of said Customer, (cessation of payments, insolvency proceedings, failure to honour promissory notes, withdrawal of funding, overdraft annulment on the part of credit insurers), BM Beta Meccanica may demand the payment of unpaid bills and/or suspend the supply of Products until the Customer has paid up front or has issued eligible guarantees.
Unless otherwise agreed in writing, BM Beta Meccanica delivery Products Ex-Works (EXW) at the BM Beta Meccanica factory. Any reference to terms of yield is intended according to the International Chamber of Commerce’s INCO- TERMS 2010.

TRANSFER OF RISK - TRANSFER OF OWNERSHIP
Unless otherwise agreed between the Parties, the risks pass to the Customer according to the INCO- TERM indicated by BM Beta Meccanica.
BM Beta Meccanica shall not be liable in any way in case of deterioration or damage to products occuring once risk has been transferred. Under no circumstances shall the Customer be released from the obligation to pay the Price when the deterioration or damage to Products occurs after risk has been transferred.
In cases where product transportation is arranged by BM Beta Meccanica, the risk of deterioration and damage during carriage is incumbent on BM Beta Meccanica until delivery to the Customer, under the condition that:0
• the Customer - or the recipient designated by the former to collect the Products - has checked the products and in the event of loss, failure, or damage to the same, has raised the appropriate, precise and motivated complaints against the Carrier, by writing the aforementioned on the carrier’s waybill;
• complaints referred to above shall be confirmed by the Customer within three days of the date in which the Products were received, by registered mail with the relative delivery receipt or equivalent, and sent to both the Carrier and BM Beta Meccanica.
In the event of failure to comply with the afore- mentioned obligations, the Customer shall bear the material damage resulting from loss or damage to the Product and shall take no action against BM Beta Meccanica and/or BM Beta Meccanica’s insurance company, and delivery will consequently be deemed to be in conformity with the Order.
The transfer of ownership of the Products to the Customer shall be valid only after the Products have been paid for in full.

PACKING
BM Beta Meccanica arranges the appropriate conditions and documents required for the delivery, marking, packaging, identification, collection, shipment, transport and return of Products according to its standard logistics procedures, described in the Quotation Document.
Any changes to the above must be agreed between the Parties.

PACKAGING AND PRICES
Taking into account the product’s nature and characteristics, BM Beta Meccanica will package Products as described in the Quotation Document sent or, in any case, using suitable packaging systems. Any non-standard packaging shall be subject to a separate negotiation between the Parties. The costs of non-standard packaging shall be stated during the Quotation phase.
Unless otherwise agreed between the Parties, goods are labelled according to BM BETA MECCANICA’s standard, ODETTE type.

TECHNICAL DOCUMENTATION AND STANDARD PRODUCTION CONTROL
BM Beta Meccanica may also attach a technical Product data sheet for to its Supply Quotation.
Sample-based sales are carried out according to the ISIR/PAPP procedure, with reference to the levels required by the customer. All related documentation will be sent together with the goods.

COMPLAINTS
Any claims relating to the state of packaging, quantity, number or external characteristics of the Products (visible defects) must be notified by registered mail with proof of delivery thereof, within 8 days of receiving the Products, under penalty of forfeiture. Any claims relating to faults which could not be detected through careful inspection at the time of receipt (“latent defects”) shall be notified to BM Beta Meccanica by e-mail or fax, under penalty of forfeiture within 8 days from the detection of said faults and in no case later than twelve (12) months from delivery. The claim must state the fault detected and the Products to which it relates in a precise manner, as well as the number and date of the waybill and/or BM Beta Meccanica’s invoice. Claims that relate to Products subject to deterioration, but for which storage instructions provided by BM Beta Meccanica have not been followed (despite being stated in the Quotation Document and/or on the packaging itself) shall not be taken into consideration.

In cases where the product or its packaging is damaged or if goods are missing, the Customer is
required to state all relevant reservations to the carrier, according to the relative provisions of the transportation mode used.
In any case, any complaint or dispute put forward does not entitle the Customer to suspend payments due to BM Beta Meccanica.
In case of disputes regarding a Product’s defects, the Customer shall store the defective products and interrupt their use, allowing BM Beta Meccanica to verify the existence of said defects. Failure to do so shall forfeit entitlement to a guarantee. The guarantee shall cease to be valid if the customer carries out any intervention measures, or has any carried out on the Product by parties other than or unauthorized by BM Beta Meccanica. Any costs incurred by the Customer for such interventions shall not be recognized by BM Beta Meccanica. In case of Product defects, lack of quality or lack of conformity, BM Beta Meccanica’s liability shall be limited to one of the following two options, which it can choose between: Product repair or the delivery of Products to replace the defective ones. In all cases, the Customer loses the right to a guaran- tee if contractual obligations have not been fulfilled.
Products shall be withdrawn only once an authorization has been issued by BM Beta Meccanica’s Quality Department, which, as part of the claims procedure, shall issue written authorization for the return of said goods to BM Beta Meccanica headquarters. Corrective action is subject to the receipt of a written confidential and will cover solely those Products that have been declared non-compliant and are subject to a Customer report. In the case of a replacement delivery, all returned Products shall become property of BM Beta Meccanica.
If, the outcome of the verify procedure proves the claim to be unfounded or only partially founded (in the latter case by a percentage not in excess of 30% of the objections originally raised), expenses incurred by BM Beta Meccanica for the aforementioned assessment shall be charged to the customer.
In cases where BM Beta Meccanica authorizes the return of defective Products for repair or replacement, the cost of disassembly and reassembly of the Products and the transportation of the same shall, unless agreed otherwise, be borne by the Customer.

GUARANTEES
BM Beta Meccanica guarantees the conformity of its Products to the legislation in force in Italy, to the Technical Specifications agreed upon and the certifications issued, for a period of 12 months from the delivery of said Products.
The guarantee does not cover defects that occur due to transportation, improper use or improper storage, installation or maintenance, or normal wear and tear of the Products. BM Beta Meccanica does not warrant that the Products conform to other specifications or technical features or that they are suitable for special use (by the Customer or end users) with the exception of cases in which such features or use have been expressly stated in the contract documentation.
Under no circumstances shall BM Beta Meccanica be responsible for quality or non-compliance defects caused by an event following the transfer of risk.
BM Beta Meccanica’s sole obligation, at its discretion, is either to repair the Products or to deliver Products to replace those that have proven defective. This warranty incorporates and replaces any guarantee or liability provided by law and excludes any other liability on BM Beta Meccanica’s part, in any way arising from its products, particularly in relation to claims for damages, price reduction or termination of contract. The Customer waives rights to any compensation or reimbursement and to any right of recourse against BM Beta Meccanica, including for obligations assumed by the customer regarding third parties in cases of resale of Products or their installation/incorporation into other goods.

LIMITATION OF LIABILITY
BM Beta Meccanica’s catalogues, price lists, brochures and other promotional material, represent a mere indication of Product types and prices. The information contained therein is not binding for BM Beta Meccanica. BM Beta Meccanica assumes no responsibility for errors or omissions contained in its price lists or promotional material.
The obligations undertaken by BM Beta Meccanica in the cases and under the conditions set out in these General Terms and Conditions of Sale incorporate and replace the guarantees and responsibilities required by law. Except in cases of willful misconduct or gross negligence, BM Beta Meccanica is released from all claims, demands and damages of every kind and nature, known and unknown, direct and indirect, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Products supplied and/or their resale (including but not limited to compensation for damage, loss of earnings, recall, etc.). In any case,
BM Beta Meccanica’s liability with regard to any claim relating to or arising from this Agreement shall be limited to the price of the maximum delivery amount returned to the customer, and recoverability of further damage shall be excluded.
BM Beta Meccanica is in possession of insurance cover for Third Party and Product Liability. Without prejudice to the legally mandatory provisions regarding liability towards damage caused to third par- ties and towards the Authorities, BM Beta Meccanica is not liable for any costs, expenses and/or damages that the customer incurs in connection with any claims from third parties due to defects in the Products that are related to a lack of reliability and safety of the same and/or their non-compliance with the law.
Should the Customer receive complaints, reports or claims for damages from third parties for death, injury or property damage in which the cause is supposedly found to be in the Products provided by BM Beta Meccanica, the Customer shall immediately inform BM Beta Meccanica thereof.

FORCE MAJEURE
BM Beta Meccanica has the right to suspend the execution of its contractual obligations when said execution becomes impossible or unduly burdensome due to unforeseeable events beyond BM Beta Meccanica’s control, such as, for example. strikes, boycotts, lockouts, fire, war (declared or not), civil war, riots, revolutions, requisitions, embargo, energy disruptions, delays in the delivery of components or raw materials, loss of an essential sub-supplier or subcontractor that is not easily replaceable, or any other event that causes a total or partial interruption of activities for BM Beta Meccanica or its suppliers. In the event that BM Beta Meccanica should want to invoke this provision, the former shall promptly notify the Customer in writing of the occurrence and cessation of such force majeure circumstances. In the event that the above circumstances or similar ones delay BM Beta Meccanica’s fulfilment beyond reasonable measure, BM Beta Meccanica and the Customer shall agree on an extension of no less than 6 weeks, following which, should the Order not yet have been executed, the Buyer may withdraw from the Order, with the exclusion of all indemnity or compensation rights.

EQUIPMENT
If necessary for the Order’s fulfilment, or if planned during the Quotation phase, BM Beta Meccanica may develop and produce one or more pieces of equipment, moulds or tools on behalf of the customer. In such a case, the terms and conditions (costs and property rights) for producing the aforementioned equipment shall be governed by a separate agreement.
In the absence of a specific agreement, the following is nevertheless considered valid:
a) If the equipment is originally fully owned by the Customer or becomes so upon termination of the contractual relationship, the Customer shall bear maintenance and/or renovation/restoration costs of said equipment based on the information provided by BM Beta Meccanica when the procedure is carried out.
b) If the equipment is subject to joint ownership between the Customer and BM Beta Meccanica, the latter shall bear the costs of maintenance, and the Customer shall pay 50% of any extraordinary maintenance costs and/or reconditioning.

INTELLECTUAL PROPERTY - TRADEMARKS
All technical documentation (drawings, models, data sheets etc ...) and intellectual property or know- how, whether patented or not (“Confidential Information”) provided by BM Beta Meccanica under the terms of the contract, is and shall remain the exclusive property of BM Beta Meccanica and therefore may not be copied, disclosed to third parties or used by the Customer and/or third par- ties in general. The Customer undertakes to safeguard Confidential Information with the utmost rigour.
Any Confidential Information shall be used by the Customer exclusively for the execution of this Agreement and shall in no way be used for other purposes. The execution of an Order grants no rights whatsoever to BM Beta Meccanica’s trademarks, its distinctive features and logos.
The Customer warrants BM Beta Meccanica that if the sup- ply includes products or goods made on the basis of drawings, models or samples delivered by the Customer, the production and supply of the same does not infringe any existing intellectual property or third party rights. This notwithstanding, in the event of a violation of third party rights, the Customer shall indemnify and hold BM Beta Meccanica harmless for and against any loss, damage, claim, requested, even by way of damages, by a third party. With regard to industrial property rights, if a third party should prohibit BM Beta Meccanica from producing and selling products manufactured in accordance with drawings, models or samples provided by the Customer, BM Beta Meccanica shall have the right to stop the production and supply of such products and require a refund of all expenses incurred from the Customer, including expenses relating to production, sales and production downtime, along with the award of damages.

TERMINATION
BM Beta Meccanica has the right to terminate the contractual relationship deriving from these General Conditions and from each individual Order, by sending written notice to the Customer by registered mail with proof of delivery thereof, in the following cases:
• the Customer is in breach of payment of contractually due amounts in excess of 15 days following formal notice to comply;
• the Customer refuses or fails to accept the delivery of products offered in compliance with the contractual agreements;
• the Customer is not ordering the agreed minimum quantity of product;
• the Customer is subject to judicial or extra-judicial insolvency proceedings;
• the Customer is undergoing significant change in their corporate structure, ownership or management;
In the event of termination of the contract by BM Beta Meccanica on the grounds of Article 19.1, without prejudice to its right to claim compensation for damages, BM Beta Meccanica may demand immediate payment of all amounts owed by the Customer and shall be freed from any further obligation to supply Products to the Customer and the latter shall reimburse all associated damages and expenses.

CONTRACT VALIDITY - WITHDRAWAL
Each provision contained in this agreement is autonomous and distinct from the others, and therefore in the event of one of the aforementioned provisions becoming invalid, inefficiency or unenforceable, the validity and effectiveness of the other conditions shall not be affected.
Any amendment and/or addition must be agreed upon between the Parties and be validated in writing, on pain of nullity.
Either Party may terminate this agreement at any time, by providing six (6) months written notice to the other Party by registered mail with proof of delivery thereof or by fax. The notice period shall be without prejudice to each Party’s contractual obligations. In the event of withdrawal by BM Beta Meccanica, the former shall not be liable for the payment of any penalty, compensation or damage to the Customer.

APPLICABLE LAW AND PLACE OF JURISDICTION
All contracts and Orders covered by these General Terms and Conditions are subject to the arbitration of Italian law.
All disputes arising from this contract or in relation to the same, shall be subject to arbitration by the Judicial Authorities in force where BM Beta Meccanica’s headquarters are located.

MISCELLANEOUS
Upon signing this Agreement, the Customer explicitly grants BM Beta Meccanica its consent to input the former’s personal data into the latter’s database. The Customer authorizes BM Beta Meccanica to disclose its data to third parties where such disclosure is instrumental to the fulfilment of compliance, rights and obligations connected to the execution of this Contract, or to facilitate the management of relations deriving from the same. The Parties are also made aware of their rights granted in accordance with the provisions of article 7 of Italian Legislative Decree 30/6/2003 n. 196 governing privacy and personal data protection applicable to anyone residing or conducting business in Italy, and specifically their right to request the update, correction or deletion of said personal data.

Pursuant to and for the purposes of articles. 1341 et seq. cc of the Italian civil code governing the general conditions of contract, the Parties declare their approval of the following clauses:
Article 1 (Application), Article 3 (Orders), Article 4 (Minimum batches, quantities, lead time), Article 5 (Order Confirmations), Article 7 (Prices), Article 8 (Payment and Delivery Methods), Article 9 (Transfer of risk - transfer of ownership), Article 13 (Complaints), Article 14 (Warranties), Article 15 (Limitations of Liability), Article 16 (Force Majeure), Article 18 (Intellectual Property - Trademarks), Article 19 (Resolution), Article 20 (Con- tract validity), Article 21 (Applicable law and place of jurisdiction).