PREAMBLE These general conditions shall apply, save as varied by express agreement accepted in writing by both parties. These General Terms and Conditions of Sale replace any other commitment, agreement or understanding, whether oral or written, previously made between FEA SERLS and the Buyer. Under no circumstances shall general terms and conditions of any nature whatsoever, included in orders and/or in other documents sent by the Buyer or by third parties, be held as applicable, unless expressly accepted in writing by FEA SRLS. 1. FINALIZATION OF THE AGREEMENTS The Agreement is deemed concluded at the moment in which FEA SRLS receives (also via telefax or via email) the Offer duly sealed and signed by the Buyer’s legal representative or by the subject therefore authorized by the Buyer. Nothing receiving within 24 (twentyfour) hours from Offer sending date this Offer is tacitly accepted in its entirety . To be valid, all telephonic or oral supplementations, changes and side agreements require the written confirmation of FEA SRLS. 2. PRICES The deliveries will be made on the basis of the price lists in force at the time of Order Confirmation. Euro has been agreed on as the contractual currency. The prices shall be understood to be net of taxes or dues of any kind, collection costs, interest, storage, transport, unloading, installation and assembly costs. Any taxes, tariffs, duties, customs, fees, tolls, licenses, authorizations, leaves and/or other fiscal and/or customs and/or administrative burdens, notwithstanding their names, provided for by the law of the State in which the products are imported (“Taxes”), are completely and exclusively borne by the Buyer. Under no circumstances shall any delay in the payment of the Taxes shall give to the Buyer a termination right, nor shall entitle the Buyer to claim for damages. The Buyer expressly waives to raise any claim, plea and/or counterclaim in this regard. Under no circumstances shall possible defects of the Products, even if expressly acknowledged by FEA SRLS, a well as possible delays in respect of the agreed Terms of Delivery, give the Buyer the right to suspend the relevant payments and/or any other payment due to FEA SRSL in relation to this Agreement or in relation to other contractual relationships (“solve et repete” clause pursuant to Section 1462 of the Italian Civil Code). Any claim, plea or counterclaim, whether judicial or out-of-court, shall be made by the Buyer only after having made the entire payment of the price of the Agreement. 8. BREACHES OF CONTRACT In all cases of delay of payment. The Vendor shall have the right –without formal intimation being necessary for this purpose– to the payment by the Purchaser of default interest as per Article 5 of Italian Legislative Decree No. 231/2002. The failure of the Purchaser to pay the balance or (in the event that payment in instalments is agreed) one or more instalments, will involve for said Purchaser the forfeiture of the benefit of the term, thereby permitting the Vendor: (i) to immediately exact the whole amount, (ii) to suspend the deliveries of the goods, even if invoiced, and (iii) to terminate, in full or in part, the contract, subject and without prejudice to the right to all other solutions offered by the law. 9. ESTABLISHED WARRANTY FEA SRLS warrants the absence of any defects in the Products for 12 (twelve) months from the installation date and in any case not more than 15 (fifteen) months from the Delivery date, in accordance with the applicable law. When the Buyers’ complaints as to the existence of defects in the Products are well-founded and accepted by FEA SRLS during the warranty period, FEA SRLS shall substitute the defective Products for free and/or, at its sole discretion, by repairing them within a suitable term, by delivering them EXW (Incoterms® 2010) - FEA SRLS’s registered office or in accordance with the different terms agreed with the Buyer. It is agreed that the warranty here above is limited to the defects of the Products expressly acknowledged and accepted by FEA SRLS. Under penalty of cancellation of the warranty, the Buyer shall notify FEA SRLS with the found defects in writing, by sending a detailed return receipt registered letter to be anticipated by telefax or by email, by also enclosing the relevant adequate pictures, within and no later than 8 (eight) calendar days as from the Delivery of the Products. In any case, under penalty of cancellation of the warranty, the Buyer expressly undertakes to make any complaints - about the quantitative differences or about the non-integrity of the Products - at the moment of the Delivery, to report said complaints in the transport documents and to confirm them within and no later than 8 (eight) calendar days as from the Delivery day; lacking the above, the relevant complaint shall be deemed null and void. Unless otherwise agreed in writing by the Parties, any and all other expenses and risks pertaining to the substitution and/or reparation shall be borne exclusively by the Buyer. The warranty is expressly excluded in the following cases: 1) damages or breakages caused by transport; 2) erroneous or incorrect installation of the product (for example: due to inadequacy of chimneys or drains to which the product is connected), in light of the indications as per the users’ manual enclosed with the same; 3) inadequacy or abnormality of the electrical, hydraulic and/or gas supply installations; 4) carelessness, negligence or ineptitude when using the product, in light of the indications as per the related users’ manual; 5) deployment of the product for uses other than those for which it is intended and in any event not compliant with the instructions as per the related users’ manual; 6) tampering with the product; 3. DRAWINGS AND DESCRIPTIVE DOCUMENTS The weights, dimensions, capacities, prices, performance ratings and other data included in catalogues, prospectuses, circulars, advertisements, constitute an approximate guide. These data shall not be binding save to the extent that they are by reference expressly included in the Contract. Drawings, technical documents or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than that for which they were provided. They may not, without the consent of the submitting party, otherwise be used or copied, reproduced, transmitted or communicated to a third party. 4. RESERVATION OF OWNERSHIP In accordance with and for the purposes of Article 1523 of the Italian Civil Code, the goods supplied by the Vendor shall remain the property of the latter until the price has been paid in full. The Purchaser is prohibited from selling, lodging as security or freely loaning, leasing and/or moving from its warehouse the goods subject to reservation of ownership, goods which the Vendor may claim wherever they be found. The Purchaser is obliged to report any possible attachment or executive action concerning the goods, brought by third parties. The reservation of ownership also remains if the Purchaser is granted extensions to the payment terms originally agreed. In the event of termination of the contract due to breach by the Purchaser, the instalments paid over will be understood to be acquired by the Vendor by way of indemnity, subject in any event to the right of the latter to obtain compensation for additional damages suffered. 5. DELIVERIES AND TRANSPORT The deliveries will be carried out by the Vendor on a compatible basis with its purveying and transport possibilities. The possible delivery terms indicated below are merely indicative and non-binding for the Vendor. In no event will delays, interruptions, total or partial suspensions of the deliveries provide the Purchaser with the right to request the termination of the contract or compensation for any damages. Unless otherwise agreed, the delivery shall be Ex Works (EXW – Inconterms 2010). FEA SRLS reserves the right to postpone the delivery, if the purchaser fails or delays in making any agreed advance payment. If the Purchaser fails to accept delivery of the plant on due date, he shall make any payment as if the plant had been delivered. FEA SRLS shall arrange for the storage of the plant at the risk and cost of the Purchaser. 6. PACKAGING Unless otherwise agreed, prices quoted in tenders and in the Contract shall not include the cost of packing. The packaging costs are payable by the Purchaser. Return packaging is not accepted. 7. PAYMENTS In the absence of differing written terms, the payment of the price will have to take place at the time the Purchaser will confirm the Offer of FEA SRLS and in any event before the delivery of the goods. The same is applicable for all the costs encumbering the goods. For no reason and in no event may the Purchaser defer or suspend the payments beyond the agreed due dates. Invoices not challenged within eight days of their receipt, shall be understood to be definitively accepted. Irrespective of the form of payment agreed, the Purchaser is responsible for all the related costs and charges, as well as the risks of theft and/or loss of the documents during postal and/or bank circulation. The bills are accepted by the Vendor subject to usual reserve and do not represent novation of credit.