1. General Provisions

These General Terms and Conditions of Sale are an integral part of any order submitted to RGS SCHIAVETTI S.r.l. (the Seller). The General Terms and Conditions of Sale apply to all transactions concluded between the Seller and the Buyer without any need of express reference thereto; the transmission of an order implies the acknowledgment and acceptance of these, published on the website www.rgs.it under “General Terms and Conditions of Sale”. These conditions of sale shall be applied with the exception of all other terms and conditions, except for any special clause agreed in advance in writing and signed for acceptance by the parties. RGS SCHIAVETTI S.r.l. reserves the unquestionable right to change these General Terms and Conditions of Sale at any time. All additional clauses or special conditions of purchase incompatible with these General Terms and Conditions, even if stated on the customer's order, shall be considered as not set. .

2. Orders

All orders are irrevocable and must always indicate the quantity, technical specifications, and all the necessary information to identify the Products. The Customer must communicate all information necessary to ensure: (a) the correct processing of technical specifications and (b) all information concerning the process of transformation and final use of the products. The quantities stated on orders and the corresponding value are subject to change with a tolerance of -0 + 10 % unless otherwise indicated on the confirmation.

The release of any documentation and/or certifications must be requested in the order and accepted in writing by RGS SCHIAVETTI S.r.l.

Orders placed by the Buyer are not binding until they have been confirmed in writing by the Seller at its sole discretion. Any subsequent requests for variation and/or cancellation must be made in writing and will not be valid unless accepted in the same form by RGS SCHIAVETTI S.r.l.

3. Delivery and shipping

Unless otherwise agreed between the parties, the delivery term is the one specified by the seller in the order confirmation. Unless otherwise agreed in writing, any delays in the delivery of products shall in any case not entail any liability for RGS SCHIAVETTI S.r.l.

Therefore, the customer cannot charge or claim for any damages suffered due to any delay in the products’ delivery. Any liability for delivery resulting from force majeure or other unforeseeable events that are not attributable to the Seller, including, without limitation, strikes, lockouts, government regulations, subsequent blocking of export or import possibilities, given their duration and scope, release the Seller from the obligation to comply with any agreed delivery deadline.

The delivery and transport conditions are based on the ICC INCOTERMS 2010, as stated in each order confirmation. Unless otherwise stated, all deliveries must always be understood as EXW seller’s factory; all risks associated with the products are transferred to the Customer at the seller's plant prior to loading.

Goods travel to risk and danger of the buyer who, in his own interest, must check the integrity of the packages and the quantity of the goods received before collection.

If the customer does not collect the products, RGS SCHIAVETTI S.r.l. may store them on behalf and at the risk of the customer and, upon notification of making available, invoice them as if they had been delivered. In any case, RGS SCHIAVETTI S.r.l. has the right, without prior notice, to resell them and to claim compensation for any damages suffered.

If requested, RGS SCHIAVETTI S.r.l. will take care of the transport of the products at Customer’s charge, with transfer of responsibility according to the INCOTERM applied.

Any claim must be made directly to the carrier at the time of delivery. RGS SCHIAVETTI S.r.l. reserves the right to make partial deliveries with the consequent issue of invoices to be paid within the terms agreed in the order confirmation. The delivery of a smaller quantity of products than ordered does not release the customer from the obligation to accept the delivery and pay for the delivered products.

4. Prices

Unless expressly stated to the contrary, the prices indicated in the Order Confirmation are net of all charges relating to taxes and charges for transport, insurance, shipping, storage, and similar, which shall be borne by the Customer. Any increase in such charges, which enter into force after the issuing date of the Order Confirmation, shall be borne by the Customer. If, during the supply, increases occurred in the costs of raw materials, exchange rates, or other factors, RGS SCHIAVETTI S.r.l. reserves the right to change the prices, starting from the dates on which these increases occurred.

5. Payments

Payments shall be made as indicated on the order accepted by RGS SCHIAVETTI S.r.l.

Once the agreed payment term is concluded, interest for late payment will be charged, without the need for prior notice, at the rate provided for by art. 5 of Legislative Decree no. 231/2002 (ECB rate + 8% surcharge), with the exception of the compensation for higher damage. In the event of the customer’s non-compliance with payment terms and conditions, RGS SCHIAVETTI S.r.l. may

- demand immediate payment of all receivables due to the expiration of the term benefit;

- suspend ongoing supplies or complete them only against advance payment

- withdraw from all further contracts entered into with the customer and stop the negotiations in course with the customer

- terminate the contract in accordance with Article 1456 of the Civil Code.

In the beforementioned case of contract termination, the customer, in addition to having to pay RGS SCHIAVETTI S.r.l. the full amount due, will be required to pay compensation for all damages suffered as a result of the contractual breach. In any case, RGS SCHIAVETTI S.r.l. still has the possibility to request the execution of the contract.

6. Claims and returns

RGS SCHIAVETTI S.r.l. guarantees that the material supplied corresponds to the characteristics and conditions specified in the order confirmation, without any responsibility for the intended use of the product.

Complaints for any tampering or shortage of material must always be presented by the recipient to the carrier at the time of takeover.

The Buyer shall immediately

- check the quantity and packaging of the products and record any objection in the delivery note;

- check the conformity of the products with the order confirmation and record any discrepancy in the delivery note.

No later than eight days after receipt of the goods, the customer shall report to RGS SCHIAVETTI S.r.l. any defects found in the material.

The complaint will never result in the cancellation or reduction of the order by the customer, nor the payment of any kind of compensation by RGS SCHIAVETTI S.r.l. Also, the established payment timings cannot be interrupted.

Any return must always be previously agreed with RGS SCHIAVETTI S.r.l.

The rejected goods must be returned free of all charges and with an accompanying delivery note stating the reasons for the return.

7. Warranty

RGS SCHIAVETTI S.r.l. guarantees that the supply corresponds to the characteristics and qualities specified in the order confirmation for the duration of one year from the date of delivery of the goods. This guarantee is exclusively limited to the repair or replacement, free of charge, of parts acknowledged as defective, due to material defects or deficiencies in workmanship. The recipient of the goods shall report defects and apparent defects at the time of receipt and hidden defects within eight days of receipt, under penalty of forfeiture of the guarantee.

The guarantee does not include any liability for any damage caused to persons and/or things, nor any damage caused by incorrect installation of the product due to inexperience, non-compliance with standards and limits of use, incorrect transport and/or storage conditions.

The guarantee shall be void if the parts returned as defective have been tampered with or repaired in any way. The Customer is entitled to have the conformity of the goods restored free of charge by replacing the material with similar material. If restoration by replacement is not possible, the Customer shall be entitled to a price reduction and termination of the contract.

8. Retention of title

The Goods delivered shall remain the full property of the Seller until the date on which the Buyer has paid the full price of the same and all sums due to the Seller and until the resolution of any claim.

9. Competent Jurisdiction

The Court of Alessandria shall have exclusive jurisdiction over any disputes, with the exclusion of any derogation for reasons of continence or connection of causes. However, the vendor shall have the right to take recourse to any other court of law, in addition to the Court of Alessandria. The language of the arbitration shall be Italian.