TERMS OF SALE

General Terms and Conditions of Contract. Customer information.

SCOPE OF

These general contract conditions (hereinafter referred to as “General Conditions”) of YAMATO EU S.r.l. (hereinafter referred to as “Seller”), apply to all contracts entered into by consumers, users, companies or businesses, whether they are natural or legal persons (hereinafter referred to as “Customer”) with the Seller, with reference to the goods and / or services on sale at the Seller or the Seller’s website.

These conditions exclude the application of the Customer’s own provisions, unless otherwise agreed. The supplies of material or services made by the Seller are governed exclusively by the following general conditions of sale; any clause or condition established by the Customer is null and void with regard to the Seller if the same has not been previously accepted in writing by a legal representative of the Seller.

(Under these General Terms and Conditions, a consumer means any natural person who acts for purposes that do not fall within the framework of his commercial, industrial, craft or professional activity.

Under these General Terms and Conditions, an entrepreneur means any natural or legal person or partnership with legal personality acting for purposes related to its commercial, industrial, craft or professional activity, including through another person acting in its name or on its behalf.)

ORDERS

Each Customer order resulting from a quote (also referred to as “Offer”), must indicate the reference to the quote to allow traceability to the same and will be considered valid if received within the deadline indicated in the quote and in the absence of an express indication of said term , within 30 (thirty) days from the date of the estimate; after this period, the Seller has the right not to consider the estimate and / or the conditions applied therein valid. Orders are considered valid only if communicated to the Seller in writing (also sent by fax or e-mail) and must specify, for each item ordered: quantity and exact name. Orders are binding and binding for the Customer. Any changes and / or cancellations of the orders sent must be requested by the Customer always and only in writing and can be accepted by the Seller only in the case in which it is not special material and only if the manufacturer of the goods accepts a similar request from the of the Seller. Furthermore, the Seller reserves the right to supply products in versions other than those indicated in the catalogs, price lists, etc. and reported on the Customer’s orders in equivalent executions that do not present changes in functional characteristics; wishing to receive the specific execution of the product, an explicit request must be made which will be followed by a specific acceptance by the Seller. Any declaration certifying the origin of the goods or certificates of conformity must be requested from the Seller when placing the order. We do not accept any type of penalty related to the fulfillment of orders received by the Seller.

TERMS OF DELIVERY

The delivery terms are not mandatory but indicative and are always meant s.i. (barring unforeseen circumstances): this means that even if they are respected by the Seller as far as possible, they are always and only indicative, the Seller having to rely on the delivery terms communicated from time to time by the manufacturer. Furthermore, the Seller does not consider itself obliged to pay any indemnity and reserves the right to extend the delivery term and / or cancel the order in the event of circumstances of force majeure and / or non-compliance with the contractual conditions by the Customer.

PRICES AND CHARGES

The prices indicated by the Seller, with verbal or written offers, are always intended for goods delivered ex warehouse of the Seller (Incoterms ExWorks), packaging and transport excluded; the Seller also reserves the right to change them if, during the supply, he is forced to modify them as a result of price changes imposed by the producers. In special situations where a customer benefits from the “carriage free” condition, the Seller may request an Order Management Fee of € 5.00 for each Customer order received if the taxable amount relating to the sale of products is less than € 100.00.

CONDITIONS OF DELIVERY AND SHIPPING

The shipping method available is DAP (Delivered at Place – Incoterms) with cost charged on the invoice or ExWorks – Incoterms. The available couriers are TNT or DHL. In case of DAP the amount of shipping cost depends on the weight, volume and chosen service and will be charged directly to the invoice. For orders of products not available in stock, the delivery will be communicated to the Customer as soon as the Seller receives the information from the supplier.

The goods are shipped by courier to the address indicated by the customer. The order will be processed taking into consideration the shipping address indicated. If the courier returns the goods to the Seller due to the impossibility of delivery to the Customer, the costs of the unsuccessful shipment will be charged to the Customer. This is not applicable if the circumstance that made delivery impossible is not attributable to the Customer himself, or if he was temporarily unable to accept the service offered, unless the Seller had not announced the execution of such service and / or the Customer has received the shipment notification and tracking of the shipment sent automatically by e-mail.

SHIPMENTS

The delivery is understood to have taken place at the Seller’s warehouse, upon transfer of the material directly to the Customer or to the carrier, regardless of whether the courier is chosen by the Seller or the Customer; shipments are always intended to be carried out on behalf of the customer and at his own risk, even in cases where “free at destination” is granted. If the customer has not given instructions regarding the shipment of the goods or has not promptly collected it, the same will be sent by courier prepaid with charge. If the customer has indicated that he will collect at the Seller’s warehouse in case of non-collection or delay in collection, the costs incurred for the stay deposited at the warehouse will be charged at the Seller’s expense and without the Seller’s responsibility for its conservation.

DISPUTES

Complaints for any tampering or shortage of materials must always be presented by the recipient to the carrier. The recipient must report defects within eight days of receipt and hidden defects within eight days of their discovery. The complaint will never give rise to the cancellation or reduction of the order by the Customer and even less to the payment of any compensation by the Seller. The complaint will not be accepted in any way if the disputed parts have been tampered with or repaired or assembled. Any dispute relating to products being shipped or already shipped or in the possession of the Customer, does not free him from the obligation to collect the entire quantity ordered and, in any case, from making the payment on the established deadline.

PAYMENTS

Payments must be made in the manner established in the order. After the agreed payment term, without prejudice to the right to demand payment, the Seller will calculate the default interest credit, the amount of which is established in compliance with the provisions on the matter in the current D.L. 231/02. Furthermore, in the event of delayed or non-payment by the Customer, the Seller may suspend the delivery of the goods still in order, or cancel the rest of the order, giving notice to the Customer who will not be entitled to compensation or indemnity of any kind, without prejudice to any other right of the Seller.

RETURNS

Any return of goods must always be previously agreed with the sales office, even in the case of incorrect delivery by the Seller and can only be accepted if the material and its packaging are perfectly intact. In the case of goods by the Seller regularly managed in the warehouse, the return for incorrect ordering by the Customer will involve a contribution of 10% of the taxable value of the position for the processing of the file, with a minimum of € 15.00. In the case of special material or not in the catalog or not managed in the warehouse and specifically ordered, the return cannot be accepted in any way. Except the case of incorrect delivery by the Seller, the delivery of any approved return, will always be responsibility of the Customer, in case of use of the Seller’s courier the cost will be charged.

RESPONSIBILITY’

The Seller assumes no responsibility for damage resulting from inconveniences of any nature that occur during the use of the products marketed by the Seller, whether these are recognized as defective or not, even in the event that the Seller has designed the relevant application. Furthermore, the Seller assumes no responsibility for the receipt of drawings, including those underlying NDA constraints (Non-Disclosure Agreement) or patents, sent by the Customer for the specification of the material to be ordered. The Seller does not provide any guarantee regarding the suitability of the components in relation to a specific type or area of use as this suitability is linked to the construction aspects of the application. The components must be tested by the customer in conditions of actual use with respect to his specific application and needs.

GUARANTEES FOR DEFECTS

The provisions of the law apply in cases of guarantee for defects in the thing sold.

DEROGATIONS

Any derogation or variation to these general conditions of sale must be explicitly confirmed and accepted in writing by the legal representatives of the contracting parties.

LEGAL DOMICILE AND COMPETENT COURT

The legal domicile of the Seller is at Sasso Marconi (BO) Via degli Andreani 9, for any dispute the competent court is that of Bologna, with the exclusion of any other.

YAMATO EU S.r.l.

Via degli Andreani 9

40037 Sasso Marconi BO

ITALY