Ver. 2018/01

1.PARTIES
ZARRI: ZARRI S.r.l. - Via Provinciale Nord, 43 - 40050 Castello d'Argile (Bologna) Italy - VAT Identification Number IT 00707081204
Customer: the subject reported in the heading of the Offer and/or the Order Confirmation, the Delivery Note or the Invoice. This party is the applicant or the purchaser.

2.DEFINITIONS
Working day: refers to every working day of the week, with the exception of Saturdays, Sundays , public holidays and the company closing days.
Product of common use: every product that cannot be predicted to have influence on the intermediary and/or final users' safety.
Standard product: every product manufactured according to certain product standard regulations.
Safety product: any product which can be predicted to have influence with one or more of its features, to the intermediary/final users' safety. The production of these articles implies specific responsibilities for the manufacturers (see Italian Law: Act D.Lgs. 206 del 06/09/2005 - Codice del consumo and art. 7 legge 29 luglio 2003, n. 229).

3.ORDER ACCEPTANCE
After an order is received, ZARRI always sends an Order Confirmation to the customer within the following 5 working days.
If the Order Confirmation does not differ from the order's conditions or if the customer does not modify the conditions expressed in the Order Confirmation within the following 5 working days the contract is considered as accepted.
Any other previous negotiation, request or direction - oral or written, direct or indirect - will not be considered as valid. Any other condition and/or term that are inconsistent with or deviate from those of the Order Confirmation will not be accepted, even if they appeared in the customer's order or in a previous offer that ZARRI did not explicitly accept in writing. This rule also applies to following adjustments or integrations made by the customer.

4.PRODUCTS MANUFACTURING
All the products that ZARRI supplies are manufactured according to the directions expressed in course of order and are tested to guarantee their quality.
ZARRI reserves the right and takes responsibility to turn to other suppliers for specific treatments or supplies.
In case of incomplete or lacking information on the required articles, ZARRI shall define those information according to its know-how and the state of the art.
Controls or tests of the product in the presence of an delegate/employee of the customer have to be decided in course of order and will be done according to a detailed drawing or template of the customer, except when otherwise decided.
In case of particular complex articles ZARRI shall ask for their approval through the supply of their samples.
Test reports, compliance declarations, certificates of materials and treatments, check papers, documents on processes and traceability have to be previously and explicitly requested in course of inquiry, indicating their way of shipment.

5. USE OF THE PRODUCTS
ZARRI declines all responsibility for any illegitimate use of the supplied products and in any of the following cases:

5.1 PRODUCTS CONTAINED IN ZARRI'S CATALOGUE
The products contained in ZARRI's general catalogue are "common use" products. Their right employment shall be weighed by the customer, checking their technical specifications contained in the catalogue itself.

5.2 STANDARD PRODUCTS
ZARRI manufactures the standard products strictly abiding by the rules of the standard norms. In case of variations from these rules, ZARRI will notify it to the customer.
Unless specific communications are made by the customer, standard products are considered to be of common use. For these products, a different use from the common one and/or from the one specified in the norms is not allowed.

5.3 PRODUCTS ON THE CUSTOMER'S DRAWING
ZARRI guarantees its technical advice at the customer's planning stage, supplying, on request, information on the material's characteristics and on the main known norms of reference.
Zarri is a manufacturer of special articles, made on the customer's drawing, and such projects are designed by the customers without Zarri's knowledge of their use. The customers always submit their projects, where details are given regarding the material, the surface treatment, the resistance class, etc. Since Zarri is a components manufacturer, by definition, it cannot know how the customer uses the required articles, thus cannot grant a certain resistance if such articles are used in a different way from the designed one. So the responsibility of the design, the choice of the material, the resistance and the tests are always of the customer.
Specific traction, friction, strength requirements are mandatory in order to underline common rules in the choice of the materials involved in a production process.

In particular:
ZARRI cannot grant any resistance to specific world climates (e.g. temperature and moisture), these are information that the customer needs to study before inquiring any product to ZARRI. ZARRI suggests its customers to make specific tests for understanding the target markets where the articles will be sold in, and suggests to inform ZARRI of such tests, in order to have advice on which treatment to choose. The final decision is always the customer's responsibility.

ZARRI cannot grant improper use by the customer. We suggest the customers to add to their articles an instruction leaflet and use details in order to avoid improper uses by the final customers. What is considered "improper use" will have to be defined by the customer itself. ZARRI will not be considered involved and/or responsible of such information.


5.4. SAFETY PRODUCTS
The customer shall inform ZARRI on any characteristic of the product that may have repercussions on the user's safety. This information has to be given to ZARRI in course of inquiry. The customer shall also give a full description of the product's use and conditions.
In case of lack of adequate information on the product's use and conditions the articles will be considered of common use.
ZARRI declines all responsibility for the safety products, which use will be different from the one specified by the customer.

6.PACKAGING
Considering the kind of articles produced, ZARRI shall supply up to a maximum of 3% more or less of the total quantity ordered by the customer, except in the case of a specific request for exact quantities.
With the exception of a specific request, the packaging of the products will be chosen by ZARRI among the most appropriate.
The boxes and packing shall not be returned to ZARRI, with the exception of the ones of ZARRI's property, that shall be returned with specific Delivery Note (note that if kept for more than 60 solar days, the latter will be debited in the invoice).
The disposal of the boxes and packing used for containing and dispatching the products shall be at the customer's expense, in full obedience of the current regulations.

7.SHIPMENT
The kind of delivery will be specified in the Order Confirmation. Lacking this information, ZARRI will consider as valid the Ex Works condition (EXW, Incoterm) from ZARRI's warehouse. The transference of risk is considered according to the current INCOTERM regulations of the International Chamber of Commerce.
In case of delivery delays, loss, damage or different quantities from the ones specified in the Delivery Note the customer shall immediately inform ZARRI, apart from liability issues. In case of liability issues, the customer shall guarantee its collaboration, expecting the driver to note (when possible) on every copy of the Delivery Note any useful information (complaint, reservation, ascertainment).
In case of delay in the withdrawal of the goods, the terms of payment shall take effect from the date of delivery written in the Order Confirmation, apart from the actual withdrawal date.
ZARRI's warehouse has the following opening hours for the dispatch or withdrawal of the goods: 8.30 AM - 12.30 AM; 1 PM - 5 PM. These opening hours are kept every working day except Saturdays, Sundays, public holidays and the company's closing days.

8.DELIVERY
The date of delivery and/or shipment indicated in the Order Confirmation or in any other document or statement refer to the date of leaving of the goods from ZARRI's warehouse.
In case of gross negligence or malice for which ZARRI is responsible, any penalty for delivery delays will be enforceable and accepted only if previously agreed and subscribed.
The commitment in respecting the preparation and the delivery dates of the goods is subject to the following conditions:

• The supply from the customer of all the information needed for carrying out the order properly.
• Occurrence of unforeseeable circumstances as:

• Difficulties in purchasing the necessary materials for manufacturing
• Delays or problems of transport
• Fixtures breakdown
• Rejects or production problems
• Accidents of force majeure and/or obstacles to the manufacturing and the delivery that affect ZARRI or its suppliers.

These force majeure circumstances authorize ZARRI, upon prompt notice to the customer, to delay the supply or, in the most serious cases, to partially or totally withdraw from the contract, without any legal consequence for ZARRI.
The same rule has to be applied when certain facts and/or circumstances substantially modify the state of the market, the purchase of the material and the monetary value.
In the case of serial articles ZARRI suggests to arrange a delivery program with frozen prices for a certain number of months.

9.DEFECTIVE GOODS AND COMPLAINTS
Any notification or complaint for defective goods or discrepancies from the characteristics of the products indicated in the order must be sent immediately, and in any case within 7 days from the discovery, to the ZARRI's sales department, that will immediately act to solve the related problems.
Any complaint must refer specifically to the articles' order and report its code and lot number indicated on the box's label, in order to guarantee its traceability.
ZARRI does not accept any return without previous agreement on modes and times of return of the goods.

10. WARRANTY AND LIABILITY
The warranty on the products supplied by ZARRI is applicable on the characteristics specified in course of order for the period of time provided by the contract and by the law.
In case of defective goods, ZARRI shall fix, replace or refund the cost of the articles as soon as possible.
Manufacturing and treatments (superficial, thermal, chemical, physical… coatings) made by any third party after the delivery of ZARRI's products that modify or change their mechanical, chemical-physical and/or geometrical characteristics will make any liability applicable on ZARRI fall, except for the case of previous communications.
In any case, the Italian legislative decree D.Lgs. n.24 of 2nd February 2002 and its following alterations will be considered as valid in these situations.

11. PRICES
The price of the articles on catalogue will refer to the ones reported in ZARRI's current pricelist. Prices refer to fixed quantities. For smaller quantities, their price will be given in specific offers.
The price of the articles on the customer's drawing will refer to the current customer's pricelist, as reported in the Order Confirmation. These prices are always net and strictly bound to the ordered quantity.
ZARRI shall not accept orders for amounts of less than €150,00 + VAT.
Except for different written agreements, prices do not include VAT, packaging, customs duties, transport and incidental expenses. ZARRI reserves the right to modify them if necessary.

12. TERMS OF PAYMENT
Any payment shall be done with reference to ZARRI's location and in the currency indicated in the Order Confirmation (as a rule, the same of the invoice).
As a rule, the first supply shall be paid in advance through bank transfer (for the total amount in case of orders of less than €500; 70% of the total amount for orders of more than €500), except if differently specified in the Order Confirmation. For the following supplies, their payment will have to be made through bank transfer at 30 days from the invoice's date.
Any unauthorized deduction, discount or rounding off will not be accepted. The same rule applies to all expenses and charges imposed by the Banks used by the debtor for the payment.
Any complaint for defective goods, supply delays or any other reason shall not be considered as valid for the suspension of the payment, with the exception of explicit authorizations from ZARRI.
Irregularities or lack of payment, even partial ones and for any reason, authorize ZARRI to stop or annul the orders in course, upon notice to the customer. This will happen even without previous judiciary procedure, warranty requests and/or compensations for damages.
All the goods will be considered as ZARRI's property until the payment is fully completed. It will be ZARRI's right to ask in any moment for adequate warranties and financial backings for the orders in course.
In case of any delayed payment ZARRI is authorized to stop any other supply in course until the payment is completed.
In case of delayed payment ZARRI will have the right of default interests at the rate of the three-month Euribor +4%.

13. APPLICABLE LAWS AND PLACE OF JURISDICTION
These general terms of sales are to be considered as norms and regulate any trading relation between ZARRI and the buyers of its products and services for all the cases that are not expressively indicated in the Order Confirmation.
The parties shall do everything possible to solve any problem or litigation out of court, binding themselves to report first to arbitration and, only if not possible, to the competent place of jurisdiction.
For any litigation, the competent place of jurisdiction is the Bologna Court (Foro di Bologna) and the applicable laws are the Italian ones, specifically L. 765/85 (implementation of Vienna Convention).
Anyway, ZARRI reserves the right to carry the litigation before the competent court of the buyer.