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GENERAL TERM OF SALE

These General Terms of Sale (hereinafter «GTS») of the company C.G.S.

S.r.l. (hereinafter «CGS») apply to any order made to CGS by a professional

buyer (hereinafter «the buyer») for all the deliveries made to all the

countries CGS works to. Any order for products or provision of services

implies, as an essential and decisive condition, the acceptance by the

Buyer, without reservation, of these GTS, which are the basis for the

sales negotiations, in compliance with the provisions of the articles of

the Code of commerce in force in the various countries, and the related

waiver by the Buyer of any other contrary condition, of all the general

or special conditions of the Buyer, including any purchase conditions

and the purchase orders, the reference contracts and the sales operating

contracts, each time these conditions and/or contracts have not received

CGS’s prior written consent. The sales negotiations between CGS and the

Buyer must be carried out with mutual respect for the interests of the

Parties, fairly and in good faith.

These GTS may be amended at any time, notwithstanding the fact that

any possible amendment will be notified to the Buyer and will take effect

from one (1) month from receiving the notification.

PRICE

The prices stated in this Price list are approximate and not binding if not

confirmed by CGS. They are intended net of taxes and are expressed in

Euro ex-works. This Price list cancels and replaces all the previous editions,

notwithstanding errors and omissions. The Price list represents the most

up-to-date reference tool. Any errors in this Retail price list do not provide

grounds for complaint. Any order made implies the acceptance of all the

sales conditions reported below. CGS reserves the right to increase the

prices at any time, in particular in case of an increase in production costs

linked to an increase in the price of raw materials.

PRODUCTS

1. The products subject to these GTS are defined with reference to CGS

catalogue, which may not constitute contractual documents under any

circumstance.

2. Products are manufactured with the highest precision possible,

notwithstanding the tolerances used in the sector in question. CGS

reserves the right to unilaterally modify the features of the products

sold, based on improvements recommended by its services, and with

no obligation to modify previously delivered products (or in pending

orders), and without the prints, descriptions and information reported

for advertising purposes on CGS commercial documents being

disputed against CGS.

ORDERS

Orders are subject to acceptance by the company and are understood

to be subject to the established conditions of sale. Orders are intended

as accepted at the prices and conditions in force on the date of the

order. Orders and amendments to orders communicated verbally and

by telephone must be confirmed by the customer in via post, fax or

e-mail. Any cancellations may be authorized only with the prior written

approval of CGS, which reserves the right to apply any relevant penalties

or reserves the right to refuse them.

CGS reserves the right to ask the Buyer for full payment upon making the

order. The order will be considered certain and definitive only after the

collection of the invoiced price by CGS.

DELIVERIES / TRANSPORT / TRANSFER OF RISKS

1. Unless otherwise specified, the delivery will be made to the address

specified by the Buyer at the time of the order. Regardless of the

product shipping method, and deviating from the clause of retention of

title established in the GTS below, the risks and hazards are transferred

to the Buyer when the goods are handed over to the first courier. If the

shipping is delayed due to the behaviour of the Buyer or due to a cause

outside CGS’s control, the transfer of the risks will take place at the time

of the communication to the Buyer of a product supply notification.

2. The delivery delays mentioned in the order confirmation are stated

exclusively by way of example, depending on the availability of the

products and the transport, unless it is expressly mentioned that these

delays are to be considered mandatory.

3. The delivery terms possibly accepted by CGS are suspended in their

own right following any event that is out of CGS’s control and causes

a delay in the delivery, and in particular in cases of force majeure, such

as any event that is beyond CGS’s will or the will of one of its suppliers,

unpredictable and unstoppable, of any kind, natural disasters,

epidemics, bad weather, sabotage, embargoes, strikes, accidents,

interruption or delay in the transport and supply of raw materials, energy

or components, incidents affecting the machine tools, making the

contract impossible to be executed whether temporarily or definitively.

The list of the cases of force majeure is not limiting. CGS will inform the

Buyer in case an event of force majeure occurs. In this case, the stated

delivery terms will be automatically extended proportionally. If, despite

the efforts made, CGS found it impossible to deliver the ordered goods

due to force majeure, CGS will be exempted from its delivery obligation.

4.Delivery delays may not give rise to penalties, compensation, order

cancellation, delivery refusal, suspended invoice payment, unless

otherwise agreed by CGS beforehand. This is despite the existence

of clauses to the contrary in the purchase conditions of the Buyer.

In any event, only the prejudice actually suffered by the Buyer, as

demonstrated and assessed, may be subject to claim for compensation,

which may in any case be submitted only subject to negotiation with

CGS and agreement between the parties. If no agreement can be

found, the prejudice will be estimated by an expert entrusted by the

Novara commercial court upon the request of the most diligent party.

5. Any change to an order that is made while the order is being executed,

even if accepted by CGS, implies an extension of the set delivery term

according to the methods communicated by CGS to the Buyer.

6. The Buyer must verify the products at the time of receiving them and

immediately express any reservation according to the conditions

established under these GTS. Any complaint will be taken into

consideration only if the goods are still in the same status they were in

when delivered.

EXCLUSION OF PENALTIES

No penalty of any nature may be invoiced or deducted by the Buyer from

a balance of products without CGS having been able to verify that the

violation and the prejudice claimed by the Buyer exist, by virtue of the

articles of the Codes of commerce in force in the various countries CGS

works to and without CGS having given its own prior written relevant

consent. To this end, the Buyer shall provide CGS with all the documents

aimed at allowing a comparative analysis of the violation claimed and

stating the prejudice actually suffered. CGS will have sufficient time to

analyse the documents sent and inform the Buyer with regard to its

agreement or disagreement with the violation claimed and the extent

of the compensation demanded. Any direct charge by the Buyer that

violates these provisions will be assimilated to a payment incident

that will authorise CGS to refuse any new product order and suspend

any delivery under way after having notified the Buyer, or suspend the

balance of rebates and other financial advantages.

CLAUSES OF RETENTION OF TITLE

Our sales are finalised upon the delivery of the goods; however, the

title will be transferred to the Buyer only subsequently to the actual

and complete payment of the invoice. Risks are transferred at the time

of the delivery and the Buyer must guarantee the goods against any

risk, including those of unforeseeable circumstances or force majeure.

The Buyer and its insurer forgo in advance any appeal against CGS.

CGS authorises the resale of the material delivered before the integral

payment of the price, without waiving its property right.

CUSTOMER IDENTIFICATION DATA

The customer is responsible for all identification data supplied to CGS

such as, for example: company name, registered office, VAT Reg. number

and all the other data requested specifically by current legislation. The

customer’s data, pursuant to the laws in force in the various countries CGS

works to, will be retained and processed in order to comply with legal

obligations. All the other uses must be accepted by the customer.

PACKAGING AND SHIPPING

Packaging is prepared by highly specialised personnel. Quoted pricing

includes all standard packaging. Extra packaging may be requested by

the customer and provided at extra cost borne by the customer. Extra

packaging is to be excluded from any refund if made by CGS.Goods travel

at the customer's risk and peril. The recipient is expected to check the

goods delivered and promptly inform the carrier of any damage at the

time of receipt, informing CGS (even if this has been chosen by CGS).

Unless otherwise agreed, transport costs will be paid by the customer.

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