General conditions of sale

Article 1 – General

1.1 The purpose of these general conditions of sale is to define the relationship between Global Technology SA,

hereinafter referred to as the “Supplier”, and its customer, hereinafter referred to as the “Buyer”.

All sales made by the Buyer are subject to these general terms and conditions.

1.2 Any other terms and conditions or counter-confirmations that the Buyer may have

are hereby expressly contradicted and formally rejected.

These deviating conditions of the Buyer shall only be binding on condition that

such differing conditions are expressly confirmed in writing by the Supplier. The Supplier’s

silence with respect to such differing terms and conditions shall not be construed as acceptance or confirmation.


In the event of confirmation, such confirmation shall only apply to the specific matter in question and shall not affect any precedent.

future sales by the Supplier.

1.3 Unless otherwise expressly stated by the Supplier, the sale shall be final when the Supplier confirms

receipt of the order form sent by the Buyer and adds the necessary information, in particular with regard to the terms and conditions of the

conditions, including any specific exceptions to these general conditions of sale.


Art. 2. Delivery – Transfer of risk

2.1 Delivery shall take place at the time, place and under the conditions specified in the order confirmation.

of the order.

The agreed delivery times are approximate and not binding.

Any delay in delivery shall not give rise to any liability on the part of the Supplier and shall not entitle the Buyer to claim damages.

If a delivery date has been agreed but delivery is delayed due to circumstances beyond the control of the

of the Supplier, the Buyer will be informed immediately.

In this case the delivery date will be extended by the duration of the delay.

The Supplier reserves the right to accept or refuse the cancellation of orders due to late delivery.

2.2. 2.2. In the case of call-off orders, each part of the delivery shall be considered as an independent transaction.

transaction. The Supplier must be given the necessary time to carry out any recall orders.

necessary to fulfil the call-off orders.

If a binding delivery period has been agreed, the Buyer shall, in the event of a delay, only be entitled to request the

the cancellation of the product not yet in the production phase, without being able to claim damages of any kind

and only after giving formal notice of default to the Supplier.

2.3. 2.3. In the event that the Buyer does not take delivery of the Goods, the Supplier shall be entitled, at its discretion,

store the goods at the risk and expense of the Buyer at a place deemed suitable by the Supplier, and

invoice the goods as if they had been delivered, or to rescind the contract in its entirety with respect to the outstanding

and claim compensation for direct and indirect damage, in which case no special notice is required.

2.4. 2.4. The risk shall be deemed to have passed to the Buyer when the goods leave the factory.

From that moment on, the goods travel at the Buyer’s risk.

The Supplier declines all responsibility as to the regularity and quality of the means of transport by rail, road, air, sea, river or warehouse,

road, air, sea, river or warehouse.

The Buyer and its carrier shall bear full responsibility for loading and transport.

The Buyer shall therefore take out the necessary insurance policies to cover these risks.

Unless otherwise agreed in writing, the parties refer to the official ICC rules (“Incoterms 2010”).


Art. 3 Quality, Tolerances and Acceptance

3.1 Unless expressly stated otherwise in writing, the Supplier’s offers and obligations always relate to

the latest edition of the IPC standards.

3.2 Unless expressly stated otherwise in writing, the Supplier does not guarantee that the Goods are suitable for

Buyer’s business or for any particular purpose, use or application.

3.3 In the event of a discrepancy between the results of tests or analyses carried out by the Supplier and those carried out by the Buyer with regard to the composition of a

Buyer regarding the composition of a Product, the Supplier’s test results shall prevail and be binding.


3.4 The agreed deviations in weight, size and quality shall be permitted within the customary range.

commercial practice.

3.5. Goods, the final result of which cannot be accurately estimated during production, can be delivered and invoiced

more or less than 10% of the quantity ordered and invoiced accordingly. The same applies to deliveries of single items.


Art. 4. Liability – Guarantees – Complaints

4.1 The goods are in perfect condition when they leave the factory.

4.2 Complaints must be made in writing within 8 days of receipt of the goods. This notification must include all relevant information about the defect found. Complaints relating to processed goods are excluded. If the Supplier accepts a complaint as justified, the Supplier’s only obligation shall be to replace or refund the defective goods at its discretion. Defective goods which have been replaced or refunded must be returned immediately at the Supplier’s request. In any case, the Supplier’s liability is limited to 100% of the invoice value of the damaged party.

4.3 The Supplier shall only be liable to the extent specified in the previous paragraph. The Supplier expressly declines all responsibility for any other damage or expenses of any kind, or for any consequential, intangible or unforeseeable damage which may be suffered by the Buyer or third parties.

4.4 Any loss or damage resulting from interruption of production is expressly excluded.

4.5. No complaint, even if justified, shall entitle the Buyer to postpone payment or to modify the agreed payment terms in any way.

4.6. The Buyer will ensure that its insurers waive claims against the Supplier beyond the limits and exclusions defined above.


Art. 5. Prices and terms of payment

5.1. Unless otherwise stated in the sales contract, the Supplier’s prices are net, excluding taxes. 5.2. The details are defined in the order confirmation.

5.2. 5.2. Payments shall be made to the Supplier in accordance with the payment terms specified in the order confirmation. Unless otherwise agreed, invoices are payable immediately. If payment is not made on the due date, the Buyer shall automatically and without notice owe the Supplier the loss of exchange and costs caused by this delay, as well as interest at the EURIBOR rate of the European Union Banking Federation of the last 3 (three) months increased by 3% and a penalty of 10% of the total invoice amount.

5.3. In the event of cancellation of an order by the Buyer, the Supplier shall be entitled to a cancellation fee of 30% of the value of the order, without prejudice to any other rights.


Art. 6. Retention of title

6.1. All goods delivered shall remain the property of the Supplier until full payment of the price and all other costs (taxes, interest, etc.) has been made. The Buyer may not, without prior written consent, convert or resell the purchased goods until payment has been made.

6.2. 6.2. If the delivered goods are combined with other goods, the Supplier becomes co-owner of the new product.

6.3 The Buyer may not pledge the delivered goods or use them as a guarantee. 6.4. In the event of seizure by third parties, the Buyer shall immediately inform the Supplier.


Art. 7 Suspension – Termination of the contract

7.1. If, for whatever reason, the execution of the Agreement is suspended for more than 1 (one) month, without an agreement having been reached on how the Agreement is to be executed, the Supplier may terminate the Agreement after giving 15 (fifteen) days’ notice.

7.2 The Supplier may also terminate the Agreement after giving formal notice to the Buyer, if the Buyer fails to fulfil its obligations under the Agreement within 15 (fifteen) days of receipt of the formal notice.

7.3. 7.3. The agreement may be terminated by the Supplier immediately and without notice in the event of a serious event that seriously jeopardises the execution of the agreement. This shall be the case if the Buyer becomes insolvent, is the subject of a judicial settlement, is declared bankrupt, is the subject of a proceeding for the appointment of a director, liquidator or other representative in charge of the administration of all or part of its assets, or is the subject of a bankruptcy proceeding or liquidation.

7.4. 7.4. If the sales contract is terminated for any reason, the deposits and payments made prior to the termination of the contract remain the property of the Supplier. In addition, the Buyer must pay the Supplier the balance of the contractual value of the goods delivered, without prejudice to any further damages or interest.


Art. 8 Force majeure

8.1 The Supplier shall not be liable for any delay in the delivery of the Goods to the extent that such delay is due to Force Majeure as defined below.

8.2. 8.2. Force Majeure means any event beyond the control of the Supplier which occurs after the date of the agreement and which could not reasonably have been foreseen at the time of the order confirmation and the effects of which cannot be remedied by the Supplier without unreasonable expense and/or loss of time.

8.3. Without prejudice to the general nature of the foregoing provisions, the following events shall be deemed to constitute force majeure Climatic and natural disasters, social conflicts, shortage of skilled workers or raw materials, accidents affecting production, in particular machinery accidents or the refusal of important parts, major accidents affecting the production of suppliers and subcontractors, fires, explosions, acts or omissions by public services or authorities, acts of war, sabotage, terrorism, embargoes, insurrections, strikes, riots, various public order problems and transport interruptions or delays.

8.4. Neither party can be held liable to the other party after the cancellation in accordance with this article if the event of force majeure exceeds 1 (one) month.


Article 9 Intellectual property rights and confidentiality

9.1. The Supplier retains exclusive ownership of the drawings, plans, models and any other documents which it has drawn up and communicated to the Buyer or of which the Buyer has become aware in connection with the agreement and the execution of the order. The aforementioned documents are considered confidential and may only be used by the Buyer for the purpose of executing the contract concluded with the Supplier.

9.2. 9.2. The Buyer undertakes to keep such confidential and non-confidential information secret and not to disclose it to third parties or use it for any purpose other than the execution of this agreement without the written consent of the Supplier.

9.3 At the time of termination of the contractual relationship for any reason whatsoever, the Buyer shall return all confidential information at the time of execution of this agreement.


Art. 10 Invalid clauses

If any provision of these terms and conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the other provisions of these terms and conditions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.


Art. 11 Commercial and anti-kidnapping sanctions

11.1 The Buyer declares and guarantees that it will comply with all applicable laws relating to commercial sanctions.

The Buyer guarantees that

– no goods, services or technology will be provided (in any form, whether by sale, lease, processing or otherwise) in violation of such laws,

– the goods, services or technology are not, directly or indirectly, intended for, or may not be destined for, a country in which sanctions have been imposed on such goods, services or technology, or in relation to their use or the sector in which they would be used, or which would otherwise contravene applicable sanctions laws,

– no person or entity that would be listed on official sanctions lists in the relevant trade or sanctions jurisdiction is involved in or could benefit from the goods, services or technology.

11.2 The Buyer declares and also guarantees that he will not divert the cargo to any other destination than the one specified in the original agreement. Any diversion to another destination requires the Supplier’s prior written consent. If the Buyer becomes aware of a possible diversion, he must inform the Supplier immediately.

11.3 The Supplier may terminate any agreement – without notice and without any liability to the Buyer – if the Buyer has acted in breach of the aforementioned commercial sanctions regulations or has breached the aforementioned declarations and guarantees – without prejudice to any claim by the Supplier for compensation for the damage suffered as a result of such breach, for which the Buyer shall indemnify the Supplier – or if the execution of the agreement violates or risks violating the sanctions regulations in any other way.

11.4 The Buyer must include these declarations and guarantees by means of a perpetual clause in all subsequent contracts under which the goods are sold.


Art. 12 Place of jurisdiction

12.1 The General Conditions shall be governed and interpreted in accordance with Italian law.

12.2. 12.2. Any dispute arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the Court of Milan (MI), Italy. However, the Supplier reserves the right to refer any dispute to another jurisdiction.

The Buyer declares to have read and accepted the above terms and conditions, which form an integral part of the sales contract. Furthermore, the Buyer declares to have expressly accepted article 2, article 4 and article 5.