The commercial relationship between the parties are governed by the terms of sale therein to exceed the exclusion of any other agreements previously agreed.

1. Orders: all orders placed by the Buyer shall be subject to written acceptance by the Seller. Orders can not be canceled or returned without the prior written consent of Seller. It 'burden of Buyer ensure that your order and any of its specifications are accurate and that any information related to the order to be delivered to Seller in sufficient time to enable it to fulfill the contractual obligation of the delivery of the Products / Services.

2. Prices: selling prices may be altered by the Seller without prior notice, depending on developments in market prices and the exchange rate between the Euro and other currencies. For products imported from countries not belonging to the Euro, the price in Euro for consignment will be determined at the exchange rate of the working day prior to the day of delivery, as evidenced by the date of the transport document required by the tax laws. Any advance payments and / or down payments paid by Buyer to Seller shall be non-interest bearing interest.

3. Payments: Buyer agrees to pay the full amount indicated in the invoice of the Seller without the possibility of making any reduction or compensation. The deadline for payment of the invoice is an essential term. In the event of late payment the Seller reserves the right to charge interest on arrears at the rate of 7% higher in Article .5 Leg. 231/02. The Seller reserves the right to determine or modify the terms of credit or payment in case determines, in its sole discretion, that the financial conditions or information gathered on previous Payment Buyer warrant. In the event of late payment the Seller shall not be required to continue to run or engage in any other activity required by the contract to deliver Products / Services or any other contract with the Buyer and if Buyer fails to fulfill its obligations to against Seller or do not pay the products / services, the Seller may cancel, suspend or terminate the contract for those Products / Services, subject to the right of the Seller to exhaust all other available remedies.

4. Deliveries: the transport of the purchased good will be made by the Seller with courier charge on the invoice an delivery Duty Paid (DDP), or by courier of Buyer, carriage forward and delivery ex works warehouse of the Seller (EXW). All the risks for damage, loss and whatever else of the Products shall be borne by the Purchaser upon delivery of the goods to the carrier or forwarder, in the case of trasport by courrier of Buyer, carriage forward and delivery ex works warehouse of the Seller (EXW). The Seller is not responsible for late delivery of goods whose terms shall always be deemed approximate, subject to change due to availability of the goods at the supplier of the Seller and to the fact that the Buyer has provided for the payment of any amounts past due for previus bills. In addition, the Seller reserves the right to delay delivery of goods or partially even cancel the order received and will not be held responsible for such delay or cancellation and much less liable to pay damages if the Seller is hindered or prevented by any cause beyond the resonable control of the Seller or otherwise for the impossibility of obtaining supplies. Delayed delivery ca not be considered valid reason for termination of the suplly contract.    

5. Warranties and limitations of liability: Seller shall not be responsible for the mismatch of the products to the specifications in the technical documentation, or for any other reasons not attributable to the Seller. The technical information delivered to the Buyer are based solely on data provided by the manufacturers of which the seller assumes no responsibility. Applies only to the Products supplied the warranty provided by the manufacturer and refers to the correct use of the product. The Seller is in any case required to respond to product warranty exclusively in the cases and under the conditions laid down by Presidential Decree 24/05/88 nr224. After eight days of receipt of the Products, the Seller will not accept claims relating to packing, packaging, quantity, weight, and the quality and appearance of products, which are detected by a test made in accordance with reasonable diligence and in any case if not sent to the office of the Seller by registered letter. Without prejudice to the foregoing, the Seller shall remedy any defects, lack of quality or lack of conformity of the Products, subject to the terms and conditions of the warranty provided by the manufacturer with particular regard to the duration of the warranty period, provided that the Buyer: a) he has provided the complaint as described above, b) he has the same defect as specified in writing, lack of quality or lack it, such use or application is made of the product, c) he has made available to the seller a batch of the Product on which the Seller may have carried out the necessary checks by the manufacturer and the resulting technical laboratory tests. It is understood that, if the inspections and laboratory tests of the allegedly defective Product should be negative, the Purchaser will be required to bear the costs. The Seller shall not be liable for defects, faults or deficiencies of quality of the Product if the same result from improper application or use thereof by the Purchaser or third parties. The Purchaser shall not be entitled to return the purchased items, without the prior written consent of Seller. It is understood that, unless specifically authorized in writing by the Seller, Buyer shall have not right to carry out autonomously repair the Product, or to charge the Seller the costs of an intervention. Except in the case of willful misconduct of Seller, in the event of faults, defects or lack of quality enforceable in accordance with these Conditions of Sale, the Seller will be required to repair or, if necessary, the replacement of defective products effectively. The substitution may occur only if the product will still be available at the Seller / Distributor or took the Manufacturer. Any dispute and / or claim of the Purchaser in connection with the Products will not be entitled to suspend or delay in payments agreed in relation to different supplies not subject to dispute. It 'expressly agreed that such an obligation to repair or replacement surgery unconditionally and fully absorbs and replaces all other warranties and legal liability, in any way, directly or indirectly in connection with the supply of Products. By way of unconditional and irrevocable, the 'Buyer agrees to indemnify and hold harmless the Seller from any injury resulting from damage to third parties caused by the Products for any reason.

6. Place of jurisdiction: any dispute the jurisdiction is that of Pavia.