GENERAL CONDITIONS OF SALE

1.1 These General Conditions of Sale (hereinafter, “GCS”) apply to all the sales of tools and machines (hereinafter, the “Products”) concluded between Tyrolit Vincent S.r.l. (hereinafter, “Tyrolit Vincent”) and the purchaser (hereinafter, the “Customer”). The GCS, along with the special conditions contained in the Tyrolit Vincent order confirmation (hereinafter, the “Order Confirmation”) and in the documents attached thereto, constitute the full regulation of the contract between the Customer and Tyrolit Vincent (the “Contract”), and supersede any other and/or different term and/or condition in conflict with them, proposed by the Customer verbally or in writing and not expressly accepted by Tyrolit Vincent.

1.2 The terms of delivery and ordering by the Customer shall not be considered binding, even in the case where they represent the basis of the order, or in the case in which Tyrolit Vincent has not raised objections as to the content of the order. Fulfilment by Tyrolit Vincent shall not constitute approval of the Customer’s terms and conditions. Tyrolit Vincent has the power to conclude the Contract exclusively in accordance with the GCS. The applicability of conditions other than the GCS shall require an explicit written agreement.

1.2 As regards quality and the environment, Tyrolit Vincent is ISO 9001 and ISO 14001 certified.

2.1 The Customer’s orders shall be approved by Tyrolit Vincent by sending the Order Confirmation with specific indication of every service connected with said order. Additional services shall be governed separately.

2.2 The sale contract between Tyrolit Vincent, or its representatives, and the Customer is considered concluded only after the Order Confirmation is sent by Tyrolit Vincent to the Customer. No supplement to or modification of the GCS between the parties, whether indicated in the Customer’s order or in other documents, including the shipment documents, may be raised against Tyrolit Vincent, unless inserted in the Order Confirmation and/or following express acceptance.

2.3 Unless indicated otherwise, the catalogues, estimates, and technical documents are provided merely for informative purposes, and Tyrolit Vincent’s offers are not binding without the Order Confirmation.

2.4 Tyrolit Vincent’s offers are to be understood as valid for 30 (thirty) days, and may be applied exclusively to undivided orders.

2.5 The signing and return of the Order Confirmation or, alternatively, the Customer’s failure to make express refusal in the 3 (three) days after its reception, shall result in the Customer’s acceptance of the contractual terms and conditions provided for therein.

2.6 The Customer’s orders are to be understood as valid for 30 (thirty) days after they are received by Tyrolit Vincent.

2.7 The orders are considered accepted by Tyrolit Vincent only under the terms indicated in the Order Confirmation. The orders handled directly by Tyrolit Vincent shall also be considered confirmed. Any collection of an order advance by Tyrolit Vincent shall not constitute acceptance of the order.

2.8 All drawings and technical documents made and prepared by a party in relation to an order shall remain owned by that party. The receiving party may use them exclusively and in a manner limited to the performance of the Contract, and may in no case transmit them to third parties.

3.1 The delivery and corresponding transfer of the risks are to be understood as always done EXW (Incoterms 2010) at the Tyrolit Vincent facility.

3.2 The delivery deadlines indicated in the Order Confirmation are not of an essential nature. Where there is an advance on the order, the delivery deadlines are counted from the date the advance is received.

3.3 If the delivery of the goods is delayed due to the Customer, the risk shall be transferred to the Customer at the moment when the goods are ready for shipment. The empty delivery costs and the consequent warehousing costs shall be charged to the Customer.

3.4 Should the Customer refuse to accept delivery of and/or to withdraw the Products or individual lots, or delay the withdrawal by more than 30 (thirty) days, Tyrolit Vincent shall, at its undisputed judgment, be entitled to terminate the contract and to sell the unwithdrawn Products at the best terms, without prejudice to the right to be refunded greater damages, or to demand the performance of the Contract in specific form.

3.5 Any delays by Tyrolit Vincent in delivering the Products shall entitle the Customer to terminate the Contract only once 90 (ninety) days have passed after placement in arrears.

3.6 Should Tyrolit Vincent’s delay be caused by strikes, labour disturbance, lock-outs, fortuitous events, fire, scarcity or absence of raw materials, delays by carriers and/or suppliers, adjustments to measures of the public authority, insurrection, state of war, natural events, embargo, force majeure, or any other cause beyond Tyrolit Vincent’s reasonable control, the deadlines shall be suspended until the removal of the circumstance that caused the suspension. Tyrolit Vincent may not be held responsible for these events, even in the event that it is delayed beyond the agreed-upon deadlines.

3.7 Should the impediment persist for more than 3 (three) months, each party shall be entitled to terminate the Contract, without prejudice to Tyrolit Vincent’s right to payment for the supplies already performed.

3.8 Tyrolit Vincent reserves the right to deliver 10% more or less than the quantity specified in the Order Confirmation, and at any rate units of whole packages, with the order to be understood as properly handled by Tyrolit Vincent, unless otherwise agreed.

3.9 Tyrolit Vincent shall be entitled to make partial and advance shipments, and to charge them separately.

3.10 The packaging shall be at the discretion of Tyrolit Vincent and shall not be withdrawn. Any packaging requested by the Customer shall be charged separately.

3.11 In the event of excess in the quantity of products delivered, or in the event of non-delivery, there shall be no liability for lost profit or for any damage derived therefrom.

4.1 The prices shall be understood as ex works Tyrolit Vincent (EXW - Incoterms 2010) and including standard packaging, net of VAT and of any other charge, tax, transport expense, insurance, shipment, storage, handling, and similar charges.

4.2 Tyrolit Vincent reserves the right to apply the minimum rate of € 150.00 for smaller quantities of ready Products, and € 300.00 for smaller quantities of Products made specially to order.

4.3 The payment conditions reported in the Order Confirmation and in the invoice are mandatory and binding. Payments made by cheque or promissory note shall be accepted subject to collection. Documentary payments shall be payable on sight or in accordance with the contractual deadlines, and expenses outside Italian territory shall be borne by the Customer.

4.4 In the event of non-payment, an interest shall be applied that is 5% higher than the reference rate in the country whose currency is employed for the payment, and Tyrolit Vincent shall be entitled to demand payment of the entire sum.

4.5 In the event of delayed payment or of exceeding the credit granted, or should Tyrolit Vincent have grounds to doubt the Customer’s solvency and creditworthiness and the Customer does not intend to pay in advance or to provide Tyrolit Vincent with the requested guarantees, or should the Customer be subjected to insolvency proceedings of any kind, Tyrolit Vincent shall be automatically entitled to terminate the Contract, or not to perform the part of the Contract yet to be carried out, without requiring the Customer’s consent; moreover, all the payments yet to come due shall be immediately payable, without requiring placement in arrears. Tyrolit Vincent may demand the return of Products already delivered but not paid for.

4.6 Tyrolit Vincent shall be entitled to charge the expenses for payment reminders, and to claim compensation for the damage suffered. Should Tyrolit Vincent be required to confer the assignment for the recovery of credits that have come due and have already been notified, to a credit recovery agency or to an attorney, the defaulting Customer shall compensate it for fees and expenses.

5.1 Tyrolit Vincent shall retain ownership of the delivered Products until the counter-value, including all increases, and including the interest due to default and expenses, has been paid in full. In the event of the delivered Products being processed or treated and combined with other products, Tyrolit Vincent reserves co-ownership of the good created from the processing or treatment in proportion to the value of the goods delivered, with respect to the other goods processed at the time of processing or combination.

5.2 The Customer shall adopt the due precautions to safeguard the retention of title. Upon a request therefor by Tyrolit Vincent, the Customer shall see to adequate insurance coverage of the Products. In particular, the Customer shall neither pledge the Products nor transfer them as collateral.

5.3 In the event of seizure or of another action brought by third parties and that regards the Products, including the inventory of the assets pursuant to articles 87 and following of the Bankruptcy Law, the Customer shall immediately inform the third parties as to the existence of Tyrolit Vincent’s persisting right of ownership to the Products.

5.4 Should the Products be sold before the entire payment of the purchase price, including all increases, takes place, the Customer shall be required, at Tyrolit Vincent’s simple request, to transfer to it all credit derived from the proceeds of the sale to third parties. For the above purposes, the Customer shall, as soon as possible and at any rate no later than the conclusion of the contract with the third party, inform the third party of the transfer and inform Tyrolit Vincent of the sale, transferring the credit therefor to it at its simple request. Moreover, from that moment, the Customer – should it receive from the third party payments regarding the Products – shall immediately transfer the amounts therefor to Tyrolit Vincent.

6.1 Any complaints with regard to the state of the packaging, quantity, number, or external features of the Products (apparent flaws) shall be made known to Tyrolit Vincent by registered letter with return receipt requested, under penalty of expiry, by no later than 8 (eight) days after the date the Products are received. Any complaints regarding defects that cannot be identified through a diligent check at the time of reception (hidden flaws) shall be made known to Tyrolit Vincent by registered letter with return receipt requested, under penalty of expiry, by no later than 8 (eight) days after the date of discovery of the flaw, and at any rate by no later than 12 (twelve) months after delivery.

6.2 Complaints shall expressly indicate the type of defect and/or flaw found, and the number of defective and/or flawed Products under penalty of expiry, accompanied by, or followed no later than 8 (eight) days later by a sample of the defective and/or flawed Products.

6.3 The Seller shall undertake to remedy any flaw, shortcoming of quality, or nonconformity of the Products that is ascribable to it, occurring within 12 (twelve) months after the delivery of the Products, provided it has been made promptly known in compliance with art. 6.1 above. The Products whose delivery in a defective state is proved shall be replaced at no additional cost after Tyrolit Vincent establishes the state of the products, or – at Tyrolit Vincent’s discretion – the Customer shall be credited the corresponding amount. The Products replaced under warranty shall be subject to the same warranty for a period of 6 (six) months following the date of repair or replacement.

6.4 The guarantee pursuant to art. 6.3 above shall not apply should the Products show signs of early wear due to their material composition or following use, or in the case of damage caused by natural wear, error in the order, inadequate operating conditions by the Customer or its employees, excessive effort, or chemical or electromagnetic effects. In these cases, the goods may be redelivered only upon the explicit written consent of Tyrolit Vincent, and the costs and risks therefor shall be borne by the Customer.

6.5 The aforementioned guarantee absorbs and supersedes the guarantees or liabilities established by law, and excludes any other liability (both contractual and non-contractual) of Tyrolit Vincent in any way originating from the supplied Products (such as, for example, compensation of damages, lost earnings, withdrawal campaigns, etc.). In the event of unjustified complaints resulting in in-depth checks, the expenses may be charged to the customer.

7.1 The place of fulfilment is the place of Tyrolit Vincent’s facility.

7.2 These GCS shall be governed by Italian law, with the express exclusion of the Vienna Convention of 1980 on the international sale of goods (CISG).

7.3 The courts where Tyrolit Vincent has its main office shall have exclusive jurisdiction over any dispute.

8.1 Tyrolit Vincent reserves the right to correct any recognizable errors (typing errors, calculation errors) on offers, estimate, delivery notes, etc., at any time.

8.2 Any communication between the parties shall be valid only if made in writing, and shall be considered as received if sent to the latest address indicated by the respective party to the contract.

8.3 Should individual clauses of the GCS become partially or entirely null and void and/or inapplicable, the effect of the remaining clauses shall remain unchanged. In this case, the clause that is null and void, or that should become inapplicable or without effect, shall be automatically replaced by another perfectly valid clause that, to the extent possible, pursues the same commercial purpose as the clause replaced in accordance with the law.

8.4 The circumstance that Tyrolit Vincent neglects to exercise a right or power recognized herein may not be interpreted as a general waiver of this right or power, or prevent Tyrolit Vincent from demanding, at a later time, accurate and rigorous application of all the clauses contained herein.

The Customer _______________________

Having read articles 2.5, 2.7, 2.8 (CONCLUSION OF THE CONTRACT), 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11 (DELIVERIES), 4.4, 4.5 (PRICES AND CONDITIONS OF PAYMENT), 5.4 (RETENTION OF TITLE), 6.1, 6.2, 6.3, 6.4, 6.5 (LIABILITY – WARRANTY ), 7.3 (GOVERNING LAW AND JURISDICTION) of these General Conditions of Sale, the Customer does hereby declare that it accepts them unconditionally and with no reservations whatsoever, and, to the extent necessary, also pursuant to articles 1341 and 1342 of the Italian Civil Code.

The Customer _______________________