Condizioni Generali

1.1 These general conditions are applicable to all the supplies which NEM s.r.l. will carry out, on the base of purchasing orders orwarded from the Customer.

1.2 Terms like EXW, DDP and so on are referred to the so called Incotems published by the International Chamber of Commerce, current at the date of conclusion of these General Conditions.

7.1 In case of any defects, lack of quality or non-conformity of the supplied Products, NEM s.r.l., at its exclusive choice, engages itself to replace or repair the defective Products provided such defects or non-conformity have been timely notified in writing to NEM s.r.l., in accordance to point nr. 6, by 18 months from the delivery of the Goods and no later.

7.2 Products repaired or replaces under warranty as above described are submitted to the same guarantee, for a period of 18 months from the date of repair or replacement.

7.3 Except in case of fraud or gross negligence, in case of defects, lack of quality or non- conformity, NEM s.r.l. undertakes only to repair or replace the defective Products, in accordance to what above described.

7.4 This guarantee ( i.e. the obligation of repairing or replacing the Products) is in lieu of any other legal guarantee or liability of the Supplier, with the exclusion of any other guarantee or liability – whether contractual or non-contractual – in connection with the Products supplied (i.e. compensation for damages, loss of profit, recall campaigns, …).

7.5 NEM s.r.l. is covered by appropriate policy of Product Legal Liability.

2.1 Purchasing orders are binding for NEM s.r.l. only if confirmed in writing with order confirmations.

2.2 NEM s.r.l. engages itself to supply goods up to the order confirmations.

2.3 Any complaints regarding the content of the order confirmation must be notified in writing to NEM s.r.l. by 5 days and no later the forwarding of the order confirmation.

2.4 The Customer undertakes to pay the goods supplied by NEM s.r.l., according to the prices listed on the order confirmation.

8.1 The Goods supplied by NEM s.r.l. remain property of NEM s.r.l. until the complete payment of the supply is received.

3.1 The Parties agree upon the payment conditions at the beginning of the supply.

3.2 In case of delay of payment, NEM s.r.l. will have the right to request of moratory interests equal to the Euribor, increased by 2 points.

3.3 In case of delay of payment, NEM s.r.l. will have the right to not execute the eventual purchasing orders in progress, even if confirmed.

9.1 NEM s.r.l. engages itself to treat as highly confidential all the technical or commercial information should learnt from the Customer, which are not already of public divulgence.

4.1 The supply of the goods will always be Ex-Works, even in the case that NEM s.r.l. had agreed with the Customer that NEM s.r.l. takes care of the shipment, or part of it.

4.2 In any case, the risks about perishment or damage of the goods will pass to the Customer, at latest, when the goods are delivered to the first carrier.

10.1 Except preventive written authorization of NEM s.r.l., the Customer cannot use the supplied Products, or part of them, or the descriptions or the drawings of them – whether registered patented or not – to project or make similar goods.

10.2 Even in case of preventive written authorization of NEM s.r.l., all the patents, labels and registered design, royalties and intellectual property rights related or in connection with Products supplied by NEM s.r.l., are and remain property of NEM s.r.l. The Customer undertakes to treat all of them as highly confidential.

5.1 NEM s.r.l. engages itself to supply good quality products, up to the technical specifications contained in technical schedules or in

the catalogue.

5.2 NEM s.r.l. reserves the exclusive right to make any change to the products, which, without altering their essential features, appear to be necessary or suitable.

11.1 The supplies carried out by NEM S.r.l. are governed by these present General Conditions and, for what here not expressly provided, by the Italian Law.

11.2 The competent Law Courts of Reggio Emilia have the exclusive jurisdiction in any controversies regarding the supplies of Products by NEM s.r.l., or from the supplies arising out or to the supplies connected, in which NEM s.r.l. is part.

6.1 The complaints regarding the apparent defects of the Products (such as, for instance, the packing, quantity, number or exterior features of the Products) must be notified in writing to NEM s.r.l. by 7 days and no later upon the receipt of the goods. Failing such notification, the Customer’s right to claim the above defects will be forfeited.

6.2 The hidden defects (defects which cannot be discovered by the Customer on the basis of a careful inspection upon the receipt) shall be notified in writing to NEM s.r.l. by 7 days and no later from the discovery of the defects, and in any case no later than 18 months from the delivery of the Goods. Failing such notification, the Customer’s right to claim the above defects will be forfeited.

6.3 It’s agreed that, even in case of any complaint or objection, the Customer will not have the right to suspend or delay the payments due to NEM s.r.l., as well as payment of any other supplies.