General Terms and Conditions of Sale

1) Definitions.
For the purposes of these general terms and conditions of sale (hereinafter referred to as the “Terms of Sale”), the following terms shall have the meanings hereinafter ascribed to them:
– “Re.val.co.”: Re.val.co. International s.r.l.;
– “Customer”: any company, corporation or legal entity that purchases Re.val.co.’s Products from it;
– “Products”: the goods produced, assembled and/or sold by Re.val.co.;
– “Order(s)”: each proposal to purchase Products forwarded by the Customer to Re.val.co. exclusively by fax, e-mail;
– “Sale(s)”: each contract of sale concluded between Re.val.co. and Customer following Customer’s receipt of Re.val.co.’s written acceptance of the Order;
– “Intellectual Property Rights”: all intellectual and industrial property rights of Re.val.co., including, without limitation, rights relating to: patents for inventions, designs or models, utility models, Trademarks,
know-how, technical specifications, data, whether such rights have been registered or not, as well as any application or registration relating to such rights and any other right or form of protection of a similar nature or having equivalent effect
equivalent effect.

2) Purposes
– 2.1 These Conditions of Sale apply to all Sales of Products. In the event of any conflict between the terms and conditions set forth in these Terms of Sale and the terms and conditions agreed upon in the individual Sale, the latter shall prevail. Re.val.co. shall not be bound by Customer’s general conditions of purchase (hereinafter, “GCP”), even in the event that reference is made to them or they are contained in orders or any other documentation from Customer, without Re.val.co.’s prior written consent.
The GCP shall not be binding on Re.val.co. even by tacit consent.
– 2.2 Re.val.co. reserves the right to add, modify or delete any provision of these Terms of Sale, it being understood that such additions, modifications or deletions shall apply to all Sales concluded as of the thirtieth day following notification to Customer of the new Terms of Sale.

3) Orders and Sales
– 3.1 The Customer shall submit to Re.val.co. Specific Orders containing the description of the Products, the quantity required, the price and the terms required for delivery.
– 3.2 The Sale shall be deemed to be concluded: (i) when the Customer receives from Re.val.co. a written confirmation (such confirmation may be sent by e-mail, fax or telematic means) complying with the terms and conditions of the Order (ii) or, if the Customer receives from Re.val.co. a written confirmation containing terms differing from those contained in the Order, after two working days from the date of receipt of the confirmation containing differing terms without Re.val.co. receiving within the aforesaid period
written dispute by Customer; (iii) or, in the absence of written confirmation from Re.val.co., at the time the Products are delivered to Customer.
– 3.3 Orders duly accepted by Re.val.co. may not be cancelled by Customer without the written consent of Re.val.co.

4) Price of Products
– 4.1 The prices of the Products shall be those indicated in the price list of Re.val.co. in force at the time of the submission
of the Order by the Customer or, if the Product is not included in the price list or the price list
is not available, those indicated in the Order and confirmed in writing by Re.val.co. at the time of acceptance of the Order.
Except as otherwise agreed in writing between the parties, the above prices shall be calculated ex-works, exclusive of VAT and discounts. These prices do not include shipping and transportation costs from the premises of Re.val.co. to those of the Customer. Such costs shall be borne separately by the Customer.
– 4.2 Re.val.co. shall retain ownership of the Products until the price of the same is paid in full.
Customer shall take all steps required by local laws in order to make this retention of title clause valid and enforceable against all third parties, including by operating the registration in any appropriate register, where locally required.
– 4.3 Re.val.co. reserves the right to unilaterally change, without prior notice and with immediate effect, the prices shown in the price list in cases where the adjustment is due to circumstances beyond the control
of Re.val.co. (by way of example only: an increase in the price of raw materials and labor costs or
changes in exchange rates). In all other cases, the change will be communicated to the Customer and will take effect on all Orders received by Re.val.co. as of the 30th day following the date on which the changes were notified to the Customer.

5)Delivery Terms.
– 5.1 Except as may be otherwise agreed in writing between the parties, Re.val.co. shall deliver the products ex-works at its facilities, as this term is defined in the INCOTERMS 2010 published by the International Chamber of Commerce in their most current version, in effect at the time of delivery. If requested, Re.val.co. will arrange transportation of the Products at Customer’s risk, cost and expense.
– 5.2 Delivery shall be made within the term indicated in the Order as accepted in the Order confirmation or, if the term has not been indicated in the Order, within the term of 60 days beginning on the first
working day following the confirmation of the individual Order.
Delivery terms are indicative and are not essential terms within the meaning of Article 1457 of the Civil Code and, in any event, do not include transportation time.
– 5.3 Except as provided in Article 5.2 above, Re.val.co. shall not be held liable for delays or non-delivery attributable to circumstances beyond its control, such as but not limited to:
(a) inadequate technical data or inaccuracies or delays by the Customer in transmitting to Re.val.co. information or data necessary for the shipment of the Products;
(b) difficulties in obtaining supplies of raw materials;
(c) problems related to production or order planning;
(d) partial or total strikes, power failure, natural disasters, measures imposed by public authorities, difficulties in transportation, force majeure, riots, terrorist attacks, and all other causes of force majeure;
(e) delays on the part of the shipper.
– 5.4 The occurrence of any of the events listed above shall not entitle the Customer to claim any damages or compensation of any kind.

6) Transportation
Except as otherwise agreed in writing between the parties, transportation will always be at the expense and risk of the Customer. In the event that Re.val.co., pursuant to art. 5.1, is requested to take care of the transport of the Products, Re.val.co. will choose the means of transport it deems most appropriate in the absence of specific instructions from the Customer.

7) Payments
– 7.1 Unless otherwise agreed in writing between the parties, Re.val.co. will, at its discretion, issue invoices upon acceptance of the Order or delivery of the Products.
– 7.2 Payments shall be made in Euros (unless otherwise agreed) and within the stated term on which the invoice is issued.
– 7.3 Failure to pay within the agreed time will entitle Re.val.co. to demand payment of past due interest from Customer at the rate established by Legislative Decree No. 231/02.
– 7.4 Non-payment or delay in payment of more than 30 days will give Re.val.co. the right to suspend delivery of the Products and terminate each individual Sale entered into. Suspension of delivery of the Products or termination of the Sales shall not entitle the Customer to claim any compensation for damages.
– 7.5 Any claim relating to the Products and/or the delivery of the same shall not under any circumstances justify
the suspension or delay in payment.

8) Non-conformity
Any non-conformity of the Products delivered to the Customer with respect to the type and quantity indicated in the Order
must be reported in writing to Re.val.co. within five days from the date of delivery. If the complaint is not communicated within the aforementioned term, the Products delivered will be considered as conforming to those ordered by the Customer.

9) Warranty
– 9.1 Unless otherwise agreed in writing between the parties, Re.val.co. warrants that the Products are free from defects/faults (excluding those parts of the Products that are not manufactured by Re.val.co.) for a period of one year from the date of delivery of the same to the Customer.
– 9.2 The warranty shall not operate with reference to those Products whose defects are due to (i) damage caused during transportation; (ii) negligent or improper use of the same; (iii) failure to comply with Re.val.co.’s instructions concerning
the operation, maintenance and storage of the Products; (iv) repairs or modifications made by the Customer or third parties without the prior written authorization of Re.val.co.
– 9.3 Provided that the Customer’s claim is covered by the warranty and notified within the terms set forth in this
article, Re.val.co. will, at its option, undertake to replace or repair each Product or parts thereof that have defects or faults.
– 9.4 The Customer shall report in writing to Re.val.co. , using the Re.val.co. Complaint Form. , the presence
of flaws or defects within 8 days of delivery of the Products if they are obvious flaws or defects, or, within 30 days of discovery in the case of hidden defects or faults or faults not detectable by a person of average diligence.
– 9.5 The Products subject to complaint must be immediately sent to Re.val.co.’s factory, or to any other place that the latter shall indicate from time to time, at the cost and expense of the Customer unless otherwise agreed between the parties, in order to allow Re.val.co. to carry out the necessary checks.
The warranty does not cover damage and/or defects of the Products resulting from anomalies caused by, or related to, parts assembled/added directly by the Customer or the end consumer. If, within the scope of this
warranty, a defective Product or component is replaced, ownership of the replaced Product or component will be transferred back to Re.val.co. by the Customer.
– 9.6 In any case, the Customer shall not be able to enforce warranty rights against Re.val.co. if the price of the Products has not been paid according to the agreed terms and conditions, even if the failure to pay the price according to the agreed terms and conditions relates to Products other than those for which the Customer intends to enforce the warranty.
– 9.7 Re.val.co. makes no warranty as to the conformity of the Products with the rules and regulations of countries outside or outside the European Union. No other warranties, express or implied, such as, but not limited to, warranties of satisfactory performance or fitness for a particular purpose, are given with respect to the Products.
– 9.8 Except as provided in Article 9.3 above and except in the case of willful misconduct or gross negligence, Re.val.co. shall not be liable for damages arising out of and/related to defects in the Products. In any event, Re.val.co. shall not be liable for indirect or consequential damages of any nature such as, but not limited to, losses resulting from Customer’s inactivity or lost profits.
– 9.9 In any event, Customer’s right to damages shall be limited to a maximum amount equal to the value of the Products with defects or flaws.
– 9.10 Customer support, in the case of the supply of a finished product, is to be considered exclusively by telephone. Any other form of assistance is to be considered excluded unless agreed in advance.
In the case of supply relating to a semi-finished product, an option, an expansion, a variant, a
device to be integrated into an assembly, a consultation, software, unless specified, do not include the commissioning of the same. Any clarification, explanation, update, instruction will be possible at Re.val.co. headquarters by agreeing in advance. Commissioning at the customer’s site or other location must be agreed upon if not specified in the offer. All expenses incurred in the course of a service are considered by Re.val.co.to be reimbursed by the customer regardless of the ‘outcome of the same. In the event of disputes or differences of various kinds Re.val.co. reserves the right to unilaterally suspend this service and all that may still be ongoing as a business relationship; the warranty formula as specified above will clearly be complied with.

10) Intellectual Property Rights
– 10.1 The Intellectual Property Rights are the total and exclusive property of Re.val.co. and their communication or use within the scope of these Terms of Sale does not create, in relation to them, any right or claim on the part of the Customer. The Customer undertakes not to perform any act incompatible with the ownership of the Intellectual Property Rights.
– 10.2 The Customer declares that: (i) Re.val.co. is the exclusive owner of the Trademarks; (ii) it will refrain from using and registering trademarks similar to and/or confusable with the Trademarks; (iii) it will use the Trademarks solely in compliance with Re.val.co.’s instructions and solely for the purposes set forth in these Terms of Sale.

11) Express termination clause
Re.val.co. shall have the right to terminate, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, at any time by written notice to be sent to the Customer, the individual Sale in the event of non-fulfillment of the obligations provided for in Articles: 4 (Price of Products); 7 (Payments); 10 (Intellectual Property Rights).

12) Change in the patrimonial conditions of the Customer.
Re.val.co. shall have the right to suspend the performance of the obligations arising from the Sale of the Products, pursuant to Article 1461 of the Italian Civil Code, in the event that the Customer’s financial conditions become such as to seriously jeopardize the attainment of the counter-performance unless suitable security is provided

13) Legal domicile, applicable law and jurisdiction
– 13.1 Re.val.co. is legally domiciled at its head office.
– 13.2 The Conditions of Sale and each individual Sale shall be governed by and construed in accordance with Italian Law to the exclusion of the 1980 Vienna Convention on Contracts for the International Sale of Goods.
– 13.3 All disputes arising out of or in connection with these Conditions of Sale and/or each Sale shall be subject to the exclusive jurisdiction of the Court of Milan.
– 13.4 Except as agreed in Article 13.3 above, Re.val.co. reserves the right, when bringing an action as plaintiff, to bring such action in the place of residence of the Customer, in Italy or abroad.