General Conditions of Sale

1 – Definitions

1.1 For the purposes of these general conditions of sale (hereinafter referred to as “Conditions of Sale”), the following terms shall have the meaning provided below:

“Remdevice”: Remdevice Srl;

“Customer”: any company, entity or legal entity that purchases Remdevice’s Products from the latter;

“Products”: goods produced, assembled and/or sold by Remdevice;

“Order(s)”: each proposal for the purchase of the Products forwarded by the Customer to Remdevice which has been tracked, documented or confirmed;

“Sale(s): each sales contract concluded between Remdevice and the Customer following receipt by the Customer of the order confirmation from Remdevice;

“Trademarks”: all trademarks of which Remdevice is the owner or licensee;

“Intellectual Property Rights”: all intellectual and industrial property rights of Remdevice including, without limitation, the rights related to: patents for inventions, drawings or models, utility models, trademarks, know-how, technical specifications and data, whether these rights have been registered or not, as well as any application or registration relating to such rights and any other right or form of protection of a similar nature or with equivalent effect.

2 – Purposes

2.1 These Conditions of Sale apply to all Product Sales. In the event of conflict between the terms and conditions set out in these Conditions of Sale and the terms and conditions agreed in the individual Sale, the latter shall prevail. Remdevice shall not be bound by the general conditions of purchase of the Customer (hereinafter, “GCP”), even in the event that they are referred to or contained in the orders or in any other documentation originating from the Customer, without the prior written consent of Remdevice. The GCPs shall not be binding on Remdevice, not even due to tacit consent.

2.2 Remdevice reserves the right to add, change or delete any provision of these Conditions of Sale, it being understood that such additions, changes or deletions shall apply to all Sales concluded from the thirtieth day following notification to the Customer of the new Conditions of Sale.

3 – Orders and Sales

3.1 The Customer shall forward specific orders to Remdevice containing the description of the Products, the requested quantity, the price and the requested delivery terms.

3.2 The sale shall be considered to be successfully completed:

A – when the Customer receives a written confirmation from Remdevice (by e-mail, fax or electronic means) in compliance with the terms and conditions of the Order;

B – in the event that the Customer receives written confirmation from Remdevice containing terms different from those contained in the Order; three working days from the date of receipt of the confirmation containing different terms without Remdevice having received a written complaint from the Customer in said period;

3 – also in the absence of written confirmation from Remdevice, when the Products are delivered to the Customer.

3.3 Orders duly accepted by Remdevice cannot be cancelled by the Customer without the written consent of Remdevice.

4 – Product prices

4.1 The Product prices shall be those indicated in the Remdevice price list in force at the time of sending the Order by the Customer or, if the Product is not included in the price list or the price list is not available, those indicated in the Order and confirmed in writing by Remdevice upon acceptance of the Order. Except as otherwise agreed in writing between the parties, the aforementioned prices shall be calculated ex-works, net of VAT and discounts. Such prices do not include shipping and transport costs from Remdevice to the customer. These costs shall be incurred separately by the Customer.

4.2 Remdevice shall retain ownership of the Products until full payment of the price of the same. The Customer shall fulfil all the requirements of local laws in order to make this retention of ownership clause valid and enforceable against all third parties, also by registering in any appropriate register, where locally required.

4.3 Remdevice reserves the right, without prior notice and with immediate effect, to unilaterally change the prices indicated in the price list in cases where the adjustment is due to circumstances beyond Remdevice’s control (by way of example: an increase in the price of raw materials and labour costs or changes in exchange rates). In all other cases, the change shall be communicated to the Customer and shall have an effect on all Orders received by Remdevice from the thirtieth day following the date on which the changes were notified to the Customer.

5 – Delivery terms

5.1 Except as otherwise agreed in writing between the parties, Remdevice shall deliver the products ex-works at its plants, as this term is defined in the INCOTERMS 2010 published by the International Chamber of Commerce and in their most current version, in force at the time of delivery. If requested, Remdevice shall take care of the transportation of the Products at the risk, cost and expense of the Customer.

5.2 Delivery shall take place within the deadline indicated in the Order as accepted in the order confirmation or, if the term has not been indicated in the Order, within 30 days from the first working day following confirmation of the individual Order. The delivery terms are indicative and are not essential terms pursuant to art. 1457 of the Italian Civil Code and, in any case, do not include transport times.

5.3 Except as provided for by art. 5.2, above, Remdevice shall not be held responsible for delays or non-delivery due to circumstances beyond its control, such as, by mere way of example and not limited to:

1. a) inadequate technical data or inaccuracies or delays by the Customer in transmitting information or data necessary for shipment of the Products to Remdevice;
2. b) difficulty in obtaining supplies of raw materials, delays by suppliers of essential parts;
3. c) problems related to production or order planning;
4. d) partial or total strikes, lack of electricity, natural disasters, measures imposed by public authorities, difficulties in transport, unrest, terrorist attacks and all other reasons of force majeure;
5. e) delays on the part of the forwarder.

5.4 The occurrence of any of the events listed above shall not entitle the Customer to claim compensation for any damages or indemnities of any kind.

6 – Transport

6.1 Except as otherwise agreed in writing between the parties, transport shall always be at the expense and risk of the Customer. In the event that, pursuant to art. 5.1, Remdevice is requested to take care of the transport of the Products, Remdevice shall choose the means of transport it considers most appropriate in the absence of specific instructions from the Customer.

7 – Payments

7.1 Except as otherwise agreed in writing between the parties, Remdevice, at its discretion, shall issue the invoices at the time of shipment or at the end of the month in question.

7.2 Payments shall be made in Euros and within the term agreed in the order confirmation or invoice.

7.3 Failure to pay within the agreed terms shall entitle Remdevice to charge the Customer arrears interest at the rate established by Legislative Decree 231/02, as amended and supplemented.

7.4 Failure to pay or delay in payments exceeding 60 days shall entitle Remdevice to suspend the delivery of the Products and terminate each individual Sale signed. Suspension of delivery of the Products or termination of the Sales shall not entitle the Customer to claim any compensation for damages.

7.5 Any claim relating to the Products and/or their delivery cannot under any circumstances justify suspension of or delay in payment.

8 – Non-conformities

8.1 Any non-conformities of the Products delivered to the Customer compared to the type and quantity indicated in the Order shall be reported in writing to Remdevice within five days of the delivery date. If the report is not received within the aforementioned deadline, the Products delivered shall be considered to be compliant with those ordered by the Customer.

9 – Warranty

9.1 Except as otherwise agreed in writing between the parties, Remdevice warrants that the Products are free from faults/defects (excluding those parts of the Products that are not produced by Remdevice) for a period of 1 (one) year, starting from the delivery date of the same to the Customer. The delivery note shall be proof of delivery.

9.2 The warranty shall not apply with reference to those Products whose defects are due to (A) damage caused during transport; (B) negligent or improper use of the same; (C) failure to comply with Remdevice’s instructions regarding the operation, maintenance and storage of the Products; (D) repairs or modifications made by the Customer or by third parties without the prior written authorisation of Remdevice.

9.3 Provided that the Customer’s claim is covered by the warranty and notified within the terms of this article, Remdevice undertakes, at its discretion, to replace or repair any Product or parts thereof that have faults or defects.

9.4 The Customer shall report in writing to Remdevice the presence of faults or defects within 8 days of delivery of the Products in the case of evident faults or defects, or within 8 days of discovery in the case of hidden faults or defects or those not detectable by a person of average diligence.

9.5 The Products covered by the report shall be immediately sent to Remdevice, or to any other place that the latter shall indicate case by case, at the cost and expense of the Customer, unless otherwise agreed between the parties, in order to allow Remdevice to carry out the necessary checks. The warranty does not cover damage to and/or defects of the Products deriving from anomalies caused by or connected with parts assembled/added directly by the Customer or by the end user. If, within the scope of this warranty, a defective Product or component is replaced, the ownership of the replaced Product or component shall be transferred back to Remdevice by the Customer.

9.6 In any case, the Customer may not assert warranty rights vis-a-vis Remdevice if the price of the Products has not been paid according to the agreed terms and conditions, even if failure to pay the price according to the agreed terms and conditions refers to Products other than those for which the Customer intends to assert the warranty.

9.7 Remdevice warrants conformity of the Products with the standards and regulations of the European Union.

9.8 Without prejudice to that indicated in art. 9.3 above and without prejudice to cases of malice or gross negligence, Remdevice shall not be liable for any damages deriving from and/or connected with Product defects. In any case, Remdevice shall not be liable for indirect or consequential damages of any kind, such as, for example, losses deriving from the Customer’s inactivity or loss of earnings.

9.9 In any case, the right of the Customer to compensation for damages for any reason may not exceed the maximum value of the Products with faults or defects.

10 – Intellectual Property Rights

10.1 The Intellectual Property Rights are the total and exclusive property of Remdevice and their communication or use in the context of these Conditions of Sale does not create, in relation to them, any right or claim on the part of the Customer. The Customer undertakes not to perform any act incompatible with the ownership of the Intellectual Property Rights.

10.2 The Customer warrants that: (A) Remdevice is the exclusive owner of the Trademarks; (B) it shall refrain from using and registering trademarks that are similar and/or which may be confused with the Trademarks; (C) it shall use the Trademarks exclusively in accordance with Remdevice’s instructions and exclusively for purposes pursuant to these Conditions of Sale.

11 – Express termination clause

11.1 Remdevice shall have the right, pursuant to and by effect of art. 1456 of the Italian Civil Code, to terminate at any time the individual Sale with written notice to be sent to the Customer, in the event of breach of the obligations provided for by articles: 4 (Product Prices); 7 (Payments); 10 (Intellectual Property Rights).

12 -Change in the financial situation of the Customer

12.1 Remdevice shall have the right to suspend fulfillment of the obligations deriving from the Sale of the products, according to art. 1461 of the Italian Civil Code, in the event that the Customer’s financial situation becomes critical, unless a suitable guarantee is provided.

13 – Legal domicile, applicable law and jurisdiction

13.1 Remdevice is legally domiciled at its main office.

13.2 The Conditions of Sale and each individual Sale shall be governed and interpreted in accordance with Italian law with the exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods.

13.3 Unless otherwise agreed, all disputes arising from or connected with these Conditions of Sale and/or with any Sale shall be subject to the exclusive jurisdiction of the Court of Vicenza, Italy.

13.4 Except as agreed in art. 13.3 above, Remdevice reserves the right to take legal action as a plaintiff also in the Customer’s place of residence, in Italy or abroad.