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5 -20 1 - Field of application These general terms of sale are intended to regulate the present and future sale contracts between the parties with the exception of any different conditions agreed in writing. Any general term established by the Buyer shall not be applied to the parties’ future relationships unless agreed in writing. The Buyer’s acceptance of FIAM’s offer or order confirmation, however made, shall imply the application of these general terms of sale to the sale contract. 2 - Information data The product features, prices and other data shown in FIAM’s catalogues, price lists or any other documents as well as the features of samples and prototypes sent to the Buyer shall not be binding unless expressly mentioned in FIAM’s offer or order confirmation. FIAM reserves the right to make any necessary changes to their products in any moment. Any technical drawing or document given to the Buyer, which allows the manufacturing or assembly of the products or their parts, is property of FIAM. It cannot be used, copied, transmitted or communicated by the Buyer to a third party unless previously agreed with FIAM. 3 - Orders Only written orders shall be accepted through an order confirmation. Any offer made by FIAM’s agents or representatives shall not be binding for FIAM until written confirmation of the latter. For single orders with an amount lower than: Italy 550,00 euro EU 1.550,00 euro Non-EU countries 3.000,00 euro the following fixed operating expenses shall be invoiced: Italy 25,00 euro EU 78,00 euro 4 - Delivery The delivery terms are: Italy Carriage Paid EU countries Carriage Paid Non-EU countries F.O.B. (Incoterms 2000) The delivery terms are approximate in favour of FIAM with a fair tolerance margin. FIAM shall not be liable for any damage deriving from an anticipated, delayed or missing delivery, either full or partial. The risks connected to the supply shall pass on to the Buyer at the latest when the products leave FIAM’s factory, unless the sale term or the applicable regulations provide for an earlier time. 5 - Prices – Payments Prices, which include costs for packaging (packaging units are to be respected), shall be those in force at receipt of purchase order. Payments, as well as any other amount payable to FIAM, shall be net at their premises. The Buyer shall not be entitled to suspend payments, even in case of disputes arising from supplied products. Any payment dispute will entitle FIAM to suspend the manufacturing of the orders under execution and to ask the Buyer for suitable guarantees of payment and therefore to change the payment terms in force for future orders. No compensation with any credits towards FIAM shall be accepted. For each invoice which will not have been paid by the due date, we will calculate accrued interest on arrears, by applying the official interest rate in force, according to D.LGS N. 192/2012 - implementation of Directives 2000/35/CE and 2011/7/UE. The supplied products shall remain FIAM’s property until the full payment. To this end the Buyer shall undertake to do everything possible to grant in the Country where products are stocked a valid reservation of proprietary rights, or to put into force a warranty in favour of FIAM. 6 - Warranty No returned product shall be accepted unless previously agreed with FIAM by filling in the return authorization request form. FIAM guarantees the conformity of the products with the legislation and technical standards in force in Italy. Therefore, the buyer shall take the risk of eventual differences between Italian standards and the standards of the Country of destination of the products. FIAM guarantees the performance of their products only in relation to their stated use and application. Any other use is considered as improper. Should the Buyer resell these products, he shall be fully responsible to give his customers, at his own expenses, all the relevant information. The warranty is not valid in the following cases: products installation and/or use and/or maintenance not complying with FIAM instructions, modifications and/or repair without written authorization by FIAM, normal wear and tear. FIAM’s mechanical products are guaranteed for 10 years against any engineering, material or manufacturing failures attributable to FIAM, provided they are properly used and installed. The electronic products and door closers are guaranteed for 3 years from the date on the product label. In the absence of the label, the warranty declines unconditionally. Any replacement of components do not give rise to an extension of the warranty period for the whole product. Claims shall be made in writing, on pain of forfeiture, within 8 days from the receipt of the goods for failures relating to quantity or for failures which could be detected by the Buyer when receiving the goods; within 8 days from the discovery of hidden failures or non-conformities. Failures shall be exclusively assessed by FIAM’s experts. No claim against FIAM shall be accepted after the expiry of the warranty period. The Buyer shall lose the warranty right if payments are not regular. This warranty is limited to the replacement of the faulty part EXW FIAM. No other reimbursement shall be made such as disassembly and assembly charges. This warranty includes and replaces any other legal warranty for failures and conformity and excludes any other liability of FIAM connected to the supplied goods. Unless in case of fraud or gross negligence grave offence on the part of FIAM, the latter shall not be liable for direct, indirect or consequential damages to the buyer of the supplied products. In particular, the Buyer shall not be entitled to claim a damage refund, a price reduction or contract termination. 7 - User Licence agreement Important Please read carefully this end user License agreement. The installation or use of any software shown in this catalogue means that you accept the terms and conditions of the following agreement. Ownership ISEO SERRATURE S.P.A. (hereinafter ISEO), headquartered in Pisogne (BS), Via San Girolamo 13, and the productive or distribution companies of Iseo Group (hereinafter Iseo), as the only and exclusive owners, bestow the non-exclusive user license of any software contained in Iseo Zero1 product range, under the conditions described in the following paragraphs. The license is not a sale of the software and no expression contained in the license shall be construed to transfer any right or ownership. License concession Iseo grants the right to use one copy of the software on the type of computer and operating system for which the software was designed to work. Iseo recognize the rights to make backup copies only for security and archiving. Limitations on the right of use The licensee is not authorized to rent, lease, share or to lend the software. The licensee is also not authorized to examine, modify, incorporate into another program, convert back to the original source code, decompile, disassemble or reverse engineer of the software. The licensee is not authorized to remove, change or obscure the brand Iseo or indications relating to the entitlement. Iseo shall be informed and agree on any variation of the above mentioned limitations. Warranty Iseo does not warrant that the operation of the software will be free from failures or that defects in the software will be corrected. Iseo ensures that the software is compliant with the technical and functional characteristics described in the supporting documentation. Iseo will use reasonable efforts to intervene in case of any malfunction up to 12 months after the invoice. Confidentiality With the acceptance of this license, the licensee agrees to use the software only within his organization and not to assign or otherwise make the software, the technical knowledge of the program and supporting documentation available to third parties. The use of the software is closely related and limited Iseo in projects and products or correlated projects if previously agreed and authorized in writing by Iseo. Copyright The software is the exclusive property of Iseo and is protected by Italian law on copyright, by the rules contained in international treaties and by the laws in force in the country in which it is used. Third party’s software, software tools, compilers, assemplers, debuggers, operating systems and any other software are included or used in conjunction with Iseo software. Copyright and any correlated licenses are indicated in technical manuals. Limitation of liability and exclusion of damages In no event will ISEO be responsible for any consequence, indirect, incidental or of any kind, including lost profits, business interruption, lost information, or other losses, arising out of the use or inability to use the software, even if ISEO has been advised on the eventuality of such damages. Iseo responsibility for any direct damages to you or any third party will be in any event limited to gross negligence or willful misconduct. 8 - Competent Court – Applicable law Any dispute arising from or connected with the contracts to which these general terms apply will be exclusively dealt with by the Court of Como; FIAM shall however be entitled to take legal action also before the Buyer’s Court. These general terms of sale are regulated by the Italian Law. General terms of sale