These general purchasing terms and conditions are integral part of the inquiries and purchasing agreement for goods and/or services made by Officine ORSI S.p.A. (hereinafter referred as the “Buyer”). Being these purchasing terms and conditions available on the Internet website “www.officineorsi.com” the Supplier is adequately informed and aware of the same. The Supplier understands and accepts the following principles and norms intended to regulate the mutual interest contract (synallagmatic) of the purchase of goods and/or services between the Supplier and the Buyer. Unless otherwise agreed in writings on the Buyer’s purchase order form the following general purchasing terms and conditions shall apply to all purchase contracts. Any order confirmation sent by the Supplier entails the Supplier acceptance without any reservation of the above-mentioned purchasing conditions. 
In accepting the Agreement the Supplier agrees to make deliveries of goods/services as specified in the agreement, time and manner of delivery being the essence of the Agreement. Goods/services must be dispatched DDP (Incoterms 2010) to the Buyer’s premises or other specified location and in accordance with the instructions specified on the Purchase Order. The Buyer reserves the right to re-schedule deliveries providing that reasonable notice in writing is given to the Supplier. 
All the prices are firm and fixed for the duration of the agreement but exclude VAT. The Buyer’s payment terms are net account, after deduction of debit notes, sixty days from the end of the month in which the delivery is made. Where delivery is made other than specified in the agreement, payment will be due sixty days either from the end of the month in which the delivery was specified or from the date the month in which the delivery was completed, whichever may be later. The Buyer may set off against any amounts owed to Supplier any sum which may be owed by Supplier to the Buyer on any account whatsoever. Supplier is required:
- To enclose with the goods a packing note and to send relevant material test reports (where applicable) on the day of despatch for each consignment; and 
-To send an invoice clearly indicating the Buyer Order number, item and part numbers; the advice note number and all information required to be stated on a tax invoice for VAT purposes. 
Supplier warrants that the goods/services, shall:
- Not have any defects in design, materials and workmanship for the period of twelve months fromthe delivery date. 
- Conform with their specification and description as set out in the agreement and are of merchantable quality and fit for the purposes for which purchased; and 
- At Buyer’s option, goods/services returned under warranty may be repaired, replaced or a credit refund given to the Buyer. 
- Will comply in all respects with the requirements of all relevant statutes, orders and regulations in force at the date of delivery. 
Supplier shall, on being given reasonable notice by the Buyer grant to Buyer and/or third parties nominated by the Buyer access to its premises and allow the Buyer to inspect and test the goods/services during manufacture and on completion of manufacture. Such inspection shall not relieve the Supplier in any way of his obligations under article 4 of these conditions. 
Supplier shall keep the Buyer fully indemnified against any action, liability, cost or expense arising by reason of the breach of any part of conditions 4 or 8 or both conditions of these conditions. 
Buyer may reject all or part of the goods/services if any goods/services are not supplied in strict compliance with these conditions (including but not limited to terms relating to quantity, quality and date of delivery). Goods/services which Buyer are entitled to rejects may, at Buyer’s option, be held or returned by Buyer, in either case at the expense and risk of the Supplier. Rejection shall be notified in writing by Buyer to Supplier within thirty days of delivery or, in the case of a not immediately apparent defect, thirty days from Buyer becoming aware of the defect. If goods are so rejected, Buyer shall not be liable to pay Supplier to their price and shall be entitled to a refund of the price if already paid. Rejection of goods shall not entitle the Supplier to replace them, but Buyer may require the Supplier to do so. 
Unless otherwise agreed in writing, Supplier hereby assigns or agrees to assign the design right in any design created pursuant to a commission from Buyer (and the right to apply for registration of that design, if applicable) to Buyer. Supplier warrants that to the best of its knowledge and belief the goods/services do not infringe any letters, patent, designs or copyrights. In the event that it is alleged that the use or possession of the goods/services by Buyer infringes any third party Intellectual Property right the Supplier shall at its own expense: 
Modify or replace the goods/services without detracting from overall performance thereof, so as to avoid the infringement; or Procure for Buyer the right to continue to use the goods/services. 
Supplier shall have insurances appropriate to the nature of his business with Buyer and shall indemnify Buyer and its employees against any loss, damage, injury, claim, cost and expense arising directly or indirectly from any failure by Supplier, its employees and agents to comply with any of Supplier’s obligations in the agreement. Supplier agrees to provide appropriate details of its insurances to Buyer on request. 
The agreement shall be treated as confidential between the parties and shall not be disclosed by Supplier or by any sub contractor of Supplier to any third party or used by Supplier or any subcontractor of Supplier for advertisement, display or publication without Buyer’s prior written consent. 
Title to the goods/services shall pass to Buyer on the earlier of delivery to Buyer’s premises (or Nominated delivery location) or payment for the goods/services. Buyer shall take responsibility for risk at the point of delivery Material issued free of charge by Buyer to Supplier shall remain the property of Buyer at all times. Sub-Contractors Exclusion: None of the obligations to be performed by Supplier is to be subcontracted without Buyer’s prior written consent. 
Any Cancellation by Supplier may only be made on receipt of written permission from Buyer, which may be conditional upon payment of a reasonable compensatory cancellation charge to Buyer. Buyer reserves the right for justified reasons to ask for cancellation of the Agreement at any time prior to delivery of the goods/services. Such Cancellation may be conditional upon payment of a reasonable compensatory cancellation charge to Buyer. 
In the event that Buyer in accordance with a Purchase Order makes any payment to Supplier prior to delivery of goods then the Supplier as agent for Buyer (but principal vis a vis any third party) shall use any such monies solely to purchase raw materials or tooling for the manufacture of those goods. Such raw materials and/or Tooling shall immediately become the sole and exclusive property of Buyer upon Supplier ordering from such third party any raw materials or tooling and Supplier shall procure that title passes from the Third party to effect the same. Such raw materials and/or tooling shall be separately stored and marked so as to be identifiable as being the property or Buyer. In the event of termination of this agreement, Supplier shall without deduction or set off of any kind immediately return all monies advanced to Supplier by Buyer not expended on the purchase of raw materials or tooling for the manufacture of goods. The Supplier acknowledges that the terms of this condition are fair and reasonable. 
Headings are included in these conditions for convenience and identification only, and are not to be taken to limit the meaning of any part of these conditions. If any provision or part of a provision of the agreement should be held unenforceable or in conflict with the law or any relevant jurisdiction, any part so held unenforceable or invalid shall be severed from the remainder of the agreement, which shall not be affected by such severance. The rights of Buyer shall not be prejudiced or restricted by an indulgence or forbearance extended to Supplier and no waiver by Buyer of any breach by Supplier shall operate as a waiver of any subsequent breach by Supplier. 
The competent law courts of Milan (Italy) shall have exclusive jurisdiction in any action arising out of or in connection with the purchases and any contract entered by the Buyer. As an alternative the Buyer may choose to settle any claim and or controversy by arbitration at the national and International Arbitration Chamber of the Italian Chamber of Commerce in Milan (Italy). The place of arbitration shall be Milan (Italy) and English shall be the language used for international arbitration, Italian for the national ones. However, as an alternative to the principle here above, the Buyer is in any case entitled to bring his action before the competent court of the place where the Supplier has his registered office for the purpose of collecting matured debts of the Buyer. 
The law of Italy shall apply for any contract and any disputes between the Buyer and any third party. 
This contract is stipulated in Italian and English language. In case of any interpretation discrepancy between the two versions the Italian version shall prevail. 

Carpiano, January 2008
Villaggio Francolino - 20080 CARPIANO (MI) ITALY
Tel +39 02 9850951 Fax +39 02 9815452
V.A.T. Nr. IT 02821570153