| GENERAL CONDITIONS OF SALE |
| Dayco Europe S.r.l. a Socio Unico |
1. The orders are not binding for DAYCO EUROPE S.r.l. A SOCIO UNICO: it may chose to fulfill them or not at its discretion.
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2. Even when the order is accepted, DAYCO EUROPE S.r.l. A SOCIO UNICO has the power to withdraw from the agreement or to suspend its performance at any moment, without prior notice and with nothing being due to the buyer as consideration for the withdrawal or for damages.
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3. The terms of delivery, if indicated, shall be exclusively indicative and never peremptory; any delays may never constitute a cause for compensation for damages, nor a cause for the termination of the agreement.
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4. DAYCO EUROPE S.r.l. A SOCIO UNICO fulfills its obligation to deliver by handing over the goods to the shipping company and/or carrier for transportation. The ownership of the goods is transferred at the moment they are handed over to the shipping company and/or carrier.
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5. The goods are sold ex warehouse DAYCO EUROPE S.r.l. A SOCIO UNICO and, subject to different written agreements, they travel at the exclusive risk of the buyer; all expenses relevant to and/or connected with the transportation shall be borne exclusively by the buyer.
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6. The warranty for the sold goods is exclusively limited to the substitution of the ones that DAYCO EUROPE S.r.l. A SOCIO UNICO acknowledges as defective in the manufacturing or materials. The terms for any claims shall be the ones provided for by the law.
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7. The prices are the ones indicated in the price lists of DAYCO EUROPE S.r.l. A SOCIO UNICO, if they exist and are in force at the moment of the shipment of the goods, or the prices normally used by DAYCO EUROPE S.r.l. A SOCIO UNICO.
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8. The terms and methods for payment indicated in the order must be considered as mandatory, and the terms are essential in the interest of DAYCO EUROPE S.r.l. A SOCIO UNICO. In the absence of indications about the terms and methods of payment, the ones indicated in the invoice shall apply. In any case, DAYCO EUROPE S.r.l. A SOCIO UNICO shall always have the power to request the performance of the agreement without having to fulfill the duty of communication provided for by Art. 1457 Civil Code. The acceptance of payments made according to terms and methods that differ from the ones indicated in the order or the invoice shall be construed as mere tolerance.
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9. The failed and/or delayed payment with respect to the terms indicated in the order or in the invoice shall result in the forfeiture, with retroactive effect, of the “cash discount” indicated in the invoice, and in the application to the unpaid amounts, including the “cash discount”, of an interest on arrears equal to the “prime rate” of ABI, increased by two points, subject to greater damages.
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10. Even though this payment method is provided for in the order, any payments made through bank checks and/or bank drafts will take place at the exclusive risk and danger of the buyer, meaning that the latter shall not be free of his obligation to pay unless it proves the actual collection by DAYCO EUROPE S.r.l. A SOCIO UNICO. Subject to the above, it is also agreed that, in case of theft and/or loss of checks sent by the clients, even though it may take place after their receipt by DAYCO EUROPE S.r.l. A SOCIO UNICO and/or its officers and/or agents, DAYCO EUROPE S.r.l. A SOCIO UNICO is from this moment expressly exempted from any relevant responsibility and from having to ask for duplicates of the checks and/or their amortization.
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11. The client may not raise claims nor objections against Dayco Automotive S.r.l. until after he has paid all he owes Dayco with respect to the supplies of goods, including capital, interests, and expenses; in any case, each claim against DAYCO EUROPE S.r.l. A SOCIO UNICO shall be raised with a separate judgment.
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12. Complaints and controversies: Any complaints concerning the quantity, the category and type of the supplied goods must be notified to the seller within 8 days from the receipt of the goods by the buyer. Any complaints about the quality of the goods must be notified to the selling party within 8 days from the finding of the asserted defects. No complaint relevant to the quality of the goods may be raised, not even as an objection in judicial proceedings, unless the regular payment of the relevant goods has been made. Claims concerning the quality of the goods will not be taken into consideration if the goods are goods of inferior choice and sold as such, goods sold at special conditions, or goods repaired by anyone.
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13. The Client accepts that, for needs of production organization, DAYCO EUROPE S.r.l. A SOCIO UNICO may deliver quantities in excess or shortfall: the excess or shortfall shall be kept within reasonable limits. The goods may be returned only and exclusively with a special, written authorization by Dayco Automotive S.r.l. and only according to the manner, terms and conditions indicated in the authorization itself.
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14. The only place of jurisdiction is Chieti, Italy.
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