1. APPLICATION
The general terms and conditions of sale are binding for every MDG srl consignment of goods (“the Seller”, below). Without the prior written permission of the Seller, all orders made by the Buyer are accepted subject to the application of these General Conditions.

Any modification or amendment to these general conditions, including a resignation from these requirements, it is valid only with the written permission of the Seller.

The General Conditions replace the Buyer’s General terms and conditions.

2. ACCEPTANCE OF THE ORDER
The orders made by the Buyer are not binding for the Seller until they have been confirmed by the Seller in writing. If the Seller does not take charge of confirming in writing an order negotiated verbally, the issue of the invoice or the execution of the order by the Seller will be considered as a confirmation. The order and its confirmation must contain quantity, description, place of delivery and price.

3. PRICES AND PAYMENT TERMS

The prices of the goods do not include VAT, to be paid when delivered or in compliance with the specific instructions stated in the invoice;

Taxes, consignment, insurance, installation, end-user training, after-sales service are not included in the prices, but listed separately;

In addition to other remedies available by applicable law or by these General Conditions of Sale, Seller reserves the right to charge interest for late payments, starting from the date when the Seller becomes entitled to the payment, calculated at the official reference rate of the European Central Bank, plus 7 (seven) percentage points;

If the Buyer does not pay within the terms and according to the methods indicated by the Seller or if  the Buyer’s business is run not in accordance with the ordinary course of affairs, meaning, without limitation, the issue of acts of sequestration or protests, or when the payments have been deferred or any insolvency proceeding has been required or promoted , the Seller shall be entitled to suspend or cancel, at its sole discretion, further deliveries and to declare any claim, deriving from the business relationship, immediately due. Moreover, in such cases, Seller is entitled to ask for advance payments or for a deposit under guarantee;

The Buyer is not entitled to any rights of offsetting, withholding or making a reduction, unless his/her request has been definitively and judicially accepted.

4. DELIVERY TERMS

a) Unless otherwise agreed in writing, any delivery time indicated is not binding for the Seller. Unless the Parties agree otherwise, the significant delivery time is that one specified in the order confirmation;

b) Seller reserves the right to make partial deliveries;

c) Any liability as for the delivery, due to force majeure or other unforeseeable events, that cannot be ascribed to the Seller, releases the Seller from the obligation to respect any delivery term agreed to, including, without any limitation, strikes, lockouts, provisions from Public Authorities, blocking of import/export possibilities, in consideration of their duration and range;

d) Seller is not obliged to accept returns of products, unless an expressed agreement has been concluded in writing. Any cost incurred to this end shall be borne by the Buyer.

5. GUARANTEE TERMS

Seller guarantees that the goods are functional and without any manufacturing defect. Additional features are guaranteed only if expressly declared in writing by the Seller. In any case, the warranty is valid only if the goods are used and stored properly and according to the instruction manual. Particularly, all defects deriving from natural wear, misuse or forced use, incidents or events of force majeure are not guaranteed.

The Buyer will take care of checking the goods immediately after delivery. If any transport damage is suspected, the Buyer has immediately to declare any damage to his/her carrier, undertaking the necessary action to safeguard evidence. Particularly, the Buyer shall have a written notification.

If a consignment or part of it is received damaged or not performing, any complaint must be notified in writing to the seller within 7 days. If the Buyer does not take legal action, the consignment will be considered approved. Any complaints received after such deadline can be made only if a defect was not evident on the occasion of an ordinary control, at the moment of delivery and if a written notification has been made within 7 days after the discovery and within the guarantee period. The warranty period is 2 years from the date of delivery, unless otherwise written. The warranty expires if the Buyer or third parties make modifications or repairs on the goods, without the prior written consent of the seller.

Following a fair complaint, in accordance with the provisions of the previous paragraphs of this document, the Seller shall remedy any defect under guarantee, repairing or replacing the damaged good.

Any further Buyer’s requests are excluded, even if they could be awarded with the compulsory regulations and if the complaint is not demonstrable and it has been deliberately caused or through serious negligence by the Seller.

6. RESERVATION OF TITLE

The Products supplied remain the full property of the Seller, until the date on which the Buyer has provided for complete payment of the sales price and all amounts due to the Seller. Until this moment, the Buyer, as the Seller’s fiduciary owner, shall keep the Products properly stored, protected and insured.

7. PROCESSING OF PERSONAL DATA

(a) The Buyer’s personal data will be processed according to the Italian Law concerning the processing of personal data (Legislative Decree No.196/2003). The Seller informs the Buyer that the Seller is the responsible for data processing  and that the Buyer’s personal data will be collected and processed exclusively for the execution of this agreement. Under Article 7 of Legislative Decree No.196/2003, the Buyer is entitled to request modernization, rectification, integration, cancellation and transformation to the Seller in anonymous form of own personal data.

8. COMPETENT COURT

The General Conditions of Sale and all Sales will be governed and interpreted in accordance with Italian Law, excluding Vienna Convention of 1980 on contracts for the International sale of movable property.

All disputes arising out or in connection with this General Terms of Sale and/or with all Sales will be subject to the exclusive jurisdiction of the Court of Rome.

Both Parties agree that only the Seller may relinquish, at its sole discretion, the sole place of jurisdiction, referred to in the above paragraph (a), to bring an action against the Buyer, at his/her domicile and at the responsible Court.

THE CHIEF EXECUTIVE OFFICER
Marco Del Giudice