Article 1. AMBITO DE APPLICATION

1.1 The present general conditions of the sale must be understood as an integral part of all the offer offers, presupuestos and all the contracts of the sale (en adelante, el/los " Contract/s" ) celebrated between the seller VELO EUROPE srl (VAT No .: IT 04955290962 ), with registered office in Milan, Via F. Petrarca, 4 and operational headquarters in Busnago (MB), 20874, Via Piemonte no. 1/C, in the person of its pro tempore legal representative (in adelante "VELO EUROPE sr." or the " Vendedor" or “VELO EUROPE SRL” ) and the comprador company/professional clients (in adelante the " Customer") , keeping as object the sale and the related product delivery by VELO EUROPE SRL to the Customer (in addition, jointly, the " Products" ).

1.2 The present general conditions shall prevail over any divergent clause in the forms, issued on other documents elaborated by the Client, including if their application has not been expressly objetada by the Vendedor. The derogations from these general conditions will only be binding on the Vendedor if they have been accepted by this writing.

1.3 Si, during the execution of a Contract, one or more of the present general conditions if vuelven, for any reason, invalid or inapplicable, the demás conditions will follow being applicable.

1.4 The present general conditions of the sale of VELO EUROPE SRL are binding for all customers:

1. from the moment of its reception and, therefore, aunque not signed specifically by writing;
2. included for the orders made before the shipping fee;
3. included in the revisions that may be announced in the future;
4. also for past contracts or futures that do not expressly refer to these general conditions of

Art. 2. CONCLUSION OF THE CONTRACT

2.1 The celebration of the individual contract of venta con el Vendedor is characterized by three phases and only at the end of the third phase if the purchase is concluded and binding:

PHASE 1: The customer sends a solicitation, also by electronic mail, to VELO EUROPE SRL indicating the products he wishes to purchase;

PHASE 2: VELO EUROPE SRL sends the Client a pedigree proposal (" VELO EUROPE SRL pedigree proposal ") which contains a list of the products to purchase, the expected delivery plazas and the price;

PHASE 3: The Client accepts the Proposal of Purchase from VELO EUROPE SRL (without modifications), which is agreed upon in a Contract, via a simple confirmation by electronic mail from the Client, however it has been written by a person without authority to represent to the Customer (the text of the electronic mail may be, for example: " we accept the offer of the order that we sent us ") or by means of the signed return of the Offer of the Order of VELO EUROPE SRL. Once completed (fecha de reception del correo electronic de confirmation, o de la Proposal de Pedido de VELO EUROPE SRL signed) this Phase 3, the Proposal de Pedido de VELO EUROPE SRL is convierte in the " Confirmación de Pedido " of the Client.

Therefore, the Contract will be considered concluded in the receipt of the communication from the Customer, who also accepts the present general conditions when sending his acceptance.

If the Customer communicates that he accepts only a part of the Proposal of Purchase of VELO EUROPE SRL or the devuelve signed it with total or partial exchanges, this communication will not constitute a Confirmation of Purchase by the Client, and therefore he will not celebrate any Contract, until a new PHASE 1, es decir, a new initial proposal by the Customer who will have to generate a new Proposal of pedido de VELO EUROPE SRL

2.2 VELO EUROPE SRL, before celebrating the Contract, will always be able to revoke or modify the Proposal of Order and, in any case, you will not be bound by the mistake received by the Customer's Order Confirmation.

2.3 All Proposal of the Proposal of VELO EUROPE SRL will be considered automatically sold if it is not expressly accepted by the Customer (reception) in the plazo de 10 (diez) días ables starting from the fee of reception by the Client of the Proposal of the Proposal of VELO EUROPE SRL, unless VELO EUROPE SRL indicates otherwise.

Customer order confirmations received by VELO EUROPE SRL after 10 working days after receipt by the Customer of the VELO EUROPE SRL Order Offer will not tend to be effective for VELO EUROPE SRL, unless stated otherwise. This clause is the exclusive benefit of VELO EUROPE SRL, which is the only one (and therefore not the Customer) who can claim that the celebration of a Contract is not valid because the Order Confirmation is received more than 10 days after the date de entrega de la Proposal de Pedido de VELO EUROPE SRL

Article 3. PRICE

3.1 The prices are indicated in the Proposal of Purchase of VELO EUROPE SRL and in the corresponding Confirmation of Purchase of the Customer. Los precios son netos y no incluyen ningún gasto, impuesto o tasa. Any claims, guarantees and/or special packaging costs will be the responsibility of the Customer exclusively. Unless the parties agree to the contrary in writing, the prices indicated in the vendor's offer will not be binding on the subsequent offers.

3.2 Review of prices . VELO EUROPE SRL will also be able to revise the price if:

1. at the request of the Customer, the Product must be shipped in a lower place than the one originally agreed or extended; or
2. if the price envisaged for the delivery of the Products indicated in the Purchase Order VELO EUROPE SRL applies a different price list to the one in force in the shipping price of the Purchase Order VELO EUROPE SRL, which is the object of the Purchase Confirmation of the Customer. If the order is scheduled for a fee for various months after the Customer Order Confirmation fee, it is possible that the cost of the raw materials and/or the cost of the transport of the various products This will occur due to the value fluctuations de la moneda, oa la escasez de materias primas, oa la escasez de transporte. The customer is aware of this risk of price fluctuations when raised and, therefore, accepts the variation.

The moment in which the modification of the catalog price must be evaluated is the fecha de entrega efectiva de la mercancía.

3.3 Exchanges of price less than 25% . In case of variations in the price of the Customer's Order Confirmation of up to 25% more than the price indicated in the Customer's Order Confirmation, the Customer agrees to pay this price and, therefore, to accept the sale of los Productos al precio incrementado.

3.4 Variaciones de precio superior to 25% . In the event that exchanges are made at a price of more than 25% in comparison with the price shown in the Customer's Order Confirmation, you may cancel the order by means of a notification that you must send it within 5 working days between receipt of the price increase notice by VELO EUROPE SRL

3.5 VELO EUROPE SRL price list . The list of prices of VELO EUROPE SRL in force in the month of the expected shipment indicated in the Client's Order Confirmation or in the month of the actual shipment, is later than that indicated in the Client's Order Confirmation, it is authentic document for the identification of the final price paid by the Customer for the purchase of the Products, object of the Customer's Order Confirmation.

VELO EUROPE SRL will punctually communicate to the Customer the list of prices in force each year.

Article 4. ENTERGA

4.1 Place of entrega . Unless to the contrary written between the parties, the delivery of the Products and the corresponding transport is understood that it is always carried out by VELO EUROPE SRL in the Customer's installations or in another location agreed between the parties, also indicated in the Client's Order Confirmation.

4.2 Plazos de entrega . The purchase locations indicated in the order offer of VELO EUROPE SRL, unless specifically agreed in writing, must be considered merely indicative. This is due to the fact that the Customer is aware and accepts the hecho de que a menudo the demand is greater than the offer of the Products, which has a crisis of raw materials and transport, and therefore so much, even if it indicates a fecha de entrega in the Proposal of the Order of VELO EUROPE SRL, this must be considered only as an indication and not binding and may be derogable included unilaterally by VELO EUROPE SRL due to the needs of the market.

4.3 Ausencia de garantía de VELO EUROPE SRL por retrasos en la entrega . Any return in the contract with respect to the place indicated in the Customer's Order Confirmation, however will not be the main force, will not give the Customer the right to resolve the Contract or claim the reimbursement of damages, they will send you direct or indirect, or descuentos.

4.4 Lo plazos de entrega comienzan el día de la celebración del Contrato de acuerdo con la cláusula 2 anterior. If the payment is made to order or if it has a bank guarantee, the delivery plaza will start from the receipt of the payment or the guarantee. Any modification of the products agreed with the customer will give rise to a new place of business.

4.5 Si el vendedor no puede cumplir con los plazos de entrega due a

1. retrasos, ralentizaciones, suspensiones and interruptions de los trabajos no imputables to the propio Vendedor;
2. pandemics, huelgas, police cierres, labor disturbances, fires, inundations, earthquakes, adversarial meteorological conditions, public authority measures, electric shocks, failure to deliver or return to the deliveries by part of the contractors, interruption or suspension of transport or de la energía, unavailability or loss of raw materials, breakdowns or failures of the machine, as well as any other provision of fortuitous events or major force beyond the reasonable control of the Vendedor, the start of the delivery plazas will be suspended from the day of the communication to the Customer of the impediment and hasta new communication by part of

4.6 Unless the parties agree to the contrary in writing, the shipment will be considered made when the carrier delivers the Product in the place of shipment indicated in article 4.1 anterior. The shipment will be made in the presence of the Customer (or his representative), who will be present during the unloading of the merchandise and will sign the delivery of the shipment, as a sign of full acceptance of the apparent integrity and good condition of the Product.

4.7 If the Customer (or his representative) is absent at the moment of the delivery of the Product, or if the agreed delivery location is located in an inaccessible area, the declaration of the transport company of which the Products have been shipped well estado will be considered proof of the entrega and the acceptance of the good state of the merchandise.

4.8 From the moment in which the previously regulated contract is implemented, the Vendedor will be released from all responsibility and will be able to respect the Products. Por lo tanto, todos los riesgos se transfieren al Client.

4.9 Yes, also by way of derogation from the anterior, if a sale is purchased between the parties with transport by the Customer:

1. he will also agree and indicate a place after which the Customer will be able to collect the corresponding Product, as well as the days and hours for this In this case, the Customer must inform the Vendedor of the designated carrier at least 15 days before the pick-up;
2. the purchase is always made EX WORKS ( Incoterms 2010)/ ​​FOB in the installations of the Vendedor or in another agreed upon location; therefore, los Productos viajan siempre bajo riesgo del Client:
3. if the Customer does not collect the Products in time, the Vendedor, at his choice, will be able to:

• invoice the merchandise, which will be kept stocked in its stocks in the name and account of the Customer; in this case, the Customer, who will assume all the risks relating to the Productos purchased, will pay the Vendedor, as a contribution to the costs of purchase and until the effective payment has been made, an additional fee corresponding to 1% (one per cent) of the price of venta de los Productos por cada mes de almacenamiento; or
• resolver with immediate effect the Contract or rescind the same;
• without perjuicio de la application in both cases of the sanctions contemplated in the following article 8, además of the eventual recovery of the major damage.

4.10 Starting from the delivery finalization fee or previously regulated delivery, the Vendor will not make any refund to the Customer nor will he accept the Customer's return of the Products delivered, unless otherwise agreed between the parties and with the condition that the return is fulfilled by fulfilling the conditions that VELO EUROPE SRL establishes at each moment. If the Customer decides, including in the absence of an express agreement in writing, to return the Products delivered to the Vendedor, all the transport costs or the payment in the books of VELO EUROPE SRL will be paid by the Customer.

4.11 VELO EUROPE SRL holds the right to not ship the Products if the Customer has not paid the total price established for the goods to ship or is in default with the payment of other supplies that are also different from the contract object of the goods entregar y/o existen elements de hecho which demonstrate the possible insolvency of the Client. The Customer acknowledges, accepts and renounces to claim any damage, both contractual and pre-contractual, in the event that VELO EUROPE SRL does not deliver the Products as a result of the cost, including partial, of the price.

Article 5. EMBALAJE Y TRANSPORTE

5.1 The Vendedor only uses standard packaging for his products. Any special packaging requested by the customer will be charged with the package.

5.2 If the Vendor has taken on the transport costs, any increase in the transport costs which is produced after the day of the celebration of the Contract, as well as the costs and taxes inherent and consequent to the transport, will be charged to the Customer, who , from now on, if you compromise to pay, including before the purchase of the products, I declare the cost increase.

Article 6. PAGOS

6.1 Plazo de pago: es el plazo indicado en la Proposal de Pedido de VELO EUROPE SRL

6.2 The parties expressly agree that, unless otherwise stated in writing, the invoices will be sent by the Vendedor to the Customer exclusively in electronic format or by electronic mail.

6.3 The place of payment will be the social domicile of the Vendedor, regardless of the agreed payment form, including payment by letter of exchange, postal transfer or similar instrument.

6.4 In the event of total or partial retraction on the payment, the Customer must pay default interest on the pending amount of the type envisaged in Legislative Decree nº 231/02 and its modifications.

6.5 In the case of a payment in plazos agreed, the falta de pago inclusive of a single plazo will allow the Customer to gain the benefit of the plazo de acuerdo with the art. 1186 of the Italian Civil Code and the totality of the Vendedor's credit will be immediately exigible, without perjuicio de los demás derechos of the Vendedor.

6.6 The payment fee or the return on the payment of any one is satisfied by the Customer, however if he refuses different commercial relations with the same Vendedor, he will give derecho to the same Vendedor

1. suspender el suministro de los Productos, así como la preparación y entrega de los Productos objeto de otros pedidos del Client;
2. modify the payment conditions, including the possibility of exigir special guarantees;
3. declare the Contract resuelto por incumplimiento of the Client in virtue of the article 1456 of the Italian Civil Code;
4. claim the compensation for damages and suffered losses for the payment or the return on the payment and its effects;
5. recoger los Productos ya entregados y no pagados en su totalidad por el Client;
6. retener, en concepto de indemnización, las cantidades ya percibidas, sin perjuicio, en todo caso, del resarcimiento del eventual daño

6.7 Gastos (impuestos y honorarios profesionales) en los que incurra el Vendedor para recuperar las sumas que les adeudas el Client will be charged exclusively to the Client.

6.8 The Vendedor also holds derecho to suspend the preparation and entrega de los Productos si el Vendedor, at his own discretion, holds reasons to believe that the Customer cannot fulfill his obligations adequately.

6.9 Any reclamación por incumplimiento and/o disconformidad de los Productos entregados por el Vendedor will not give the Client the right to suspender el pago de los Productos en cuestión y/o de cualquier otro Producto entregado por el Vendedor.

6.10 Without perjury of any right assumed by the Vendedor under the present general conditions of the sale, the Client agrees to offer, in the first solicitation of the Vendedor, an adequate guarantee that credits his financial capacity to meet the compromises assumed in the Contract. Failure or retraction on the part of the Client under the performance of the guarantee demanded by virtue of the previous one, will entitle the Vendedor to resolve the Contract for non-compliance with article 1456 of the Civil Code.

Article 7. VERIFICATION OF PRODUCTS, CLAIMS AND GUARANTEES

7.1 The Vendedor guarantees, also in accordance with article 1490 of the Italian Civil Code, that the Products supplied are free of defects that they hold inappropriate for use to which they are intended or which can sensitively reduce their value.

7.2 The Customer is obliged, also in virtue of the art. 1495 of the Italian Civil Code, within the obligatory plazo de 1 (un) día a partir de la entrega de los Productos, a comprobar el peso, lasdimensions y la cantidad declarados por el Vendedor, así como su funcionamiento; Los eventualis vicios aparentes deberán ser comunicados, under penalty of caducidad, to the Vendedor inside de los 8 (ocho) días siguientes al vencimiento de dicho plazo. Without perjuicio de lo anterior, any other defect or hidden defect of the products must be denounced, under penalty of caducidad, in a plazo máximo de 8 (ocho) días desde su descubrimiento. In any case, the guarantee action following article 1495 of the Italian Civil Code will expire in the place of one year from the contract.

7.3 In the case of Contracts celebrated through intermediaries (as agents or distributors), also by derogation from Article 1745, first paragraph, of the Italian Civil Code, the Client's claims must be made in writing exclusively to the Vendedor, by courier Electrónico Certificado a la siguiente dirección veloeurope-srl@pec.it o por carta certificada con acuse de recibo.

7.4 Unless to the contrary as written, the Seller does not guarantee in any way that the Products are designed for a specific use and, therefore, the Customer assumes all the success and responsibility for the obligations that are produced as a result of the use of the products, they are individually or in combination with other products. The guarantee does not apply to products that have been manipulated or modified without the prior consent of the vendor or used in a manner that does not meet the technical specifications provided by the vendor. The Vendedor's guarantee does not include alterations that may damage the Products on any of its parties due to the substances with which they come into contact, nor the damage, defects or alterations caused by a defective storage of the Products supplied. The Customer is aware that the Products supplied by the Vendedor may be manufactured with delicate materials such as coal; consequently, the guarantee of the vendor does not apply to products that, after the purchase, have some impact, including of little importance, by the customer or the customers of the customer, therefore they have fallen to the ground o porque hayan sido utilizados por el usuario final de forma que choquen con otros bienes during its use.

7.5 If the Customer receives complaints from his customers regarding hidden defects in the Products, he will abstain from making any recognition, offer or payment and will immediately send the Vendedor a strictly confidential report containing a detailed description of the defects encountered and all the data necessary to identify the corresponding lot, the place and the location of the entrega. You must also check if the merchandise has been in some form of shock in the form that the vendor's guarantee is not applicable.

7.6 The Products contested by the Customer will be kept at the disposal of the Vendedor for possible investigations, without the perjuicio de la carga of the Customer to rigorously test his claims. Los Productos contestados no pueden ser devueltos al Vendedor sin la authorization de este. The Vendedor, within the 60 (sixty) days following the receipt of the form, will notify the Customer in writing of the instructions to resolve the conflict.

7.7 Unless it is agreed expressly by writing and with respect to the applicable legislation, the Vendedor does not offer any guarantee regarding the exactitude and integrity of any technical information (incluidos los diseños, imágenes, dibujos, cálculos,dimensions, capacidad, weight , rendimiento y modelos) procionada por el Vendedor en sus catalogues, folletos, publicidad o en su sito web.

Article 7-bis PROHIBITION OF VENTS

7-bis.1 The Customer with a social address of offices in a member country of the European Union if you compromise not to sell the Products to customers located outside the territories of the member states of the European Union.

7-bis. 2 The Customer based in offices outside the European Union agrees not to sell the Products to customers located in the European Union.

7-bis. 3 The non-fulfilment of the obligations established in this article will give the Vendedor the right to claim the reimbursement of damages and perjuries and will interrupt the Contracts for serious non-compliance in force and may prevent new purchases.

Art. 8. PENALTIES

8.1 If the Client does not collect the Products or fails in another way to the Contract, the Client must pay a penalty equivalent to 30% (three per cent) of the value of the Products, without perjury of the Vendedor's right to claim the price or resolver el Contrato y sin perjuicio del derecho al resarcimiento del daño major. The same penalty will be applied to the Customer even if this solicits the early termination of the Contract and the Vendedor accepts it.

Art. 9. PROPERTY RESERVE

9.1 De conformidad with el artículo 1523 of the Italian Civil Code ya los efectos del mismo, los Productos seguerán siendo propiedad del Vendedor until they have paid in their totality and, in the case of los checks or letras de exchange, until they have been paid , including if the documents are entered by adelantado.

It is understood that, regardless of the property transfer fee, the risks are transferred in any case to the Customer starting from the merchandise delivery fee (in the form provided previously) in accordance with article 1523 of the Italian Civil Code .

9.2 In the event of rescission of the contract by default of the comprador, the price paid for the price will be acquired by the Vendedor under Article 1526 of the Italian Civil Code, without the right to indemnity for damages and subsequent damages.

9.3 The Customer is obliged to keep the products supplied by the Vendedor in the reserve of domain in virtue of this article with the necessary care, making sure that they are identifiable as properties of "VELO EUROPE SRL" and that they are stored in a place separated from other products.

9.4 The Vendedor has the full right to recover the Products delivered to the Customer and kept in their installation as a proprietary reserve object in all cases in which the Customer is in a situation of non-compliance with their payment obligations, in conformity with the article 6 previous For this, the Customer will allow the Vendedor free access at all times to his installations or in any place where he keeps the Products.

Art. 10. INTELLECTUAL PROPERTY

10.1 Unless to the contrary as written, the Vendedor will retain the title to the rights of the author and of all the rights of industrial property, including the information of technical, commercial or industrial characters, of those who can have knowledge in virtue of the/ los Contrat/s.

10.2 The rights of intellectual property established in the article 10.1 previously will always be the exclusive property of the Vendedor and, therefore, may not be reproduced, used or may be made available on third parties without the prior and express consent of the Vendedor.

Article 11. AUSENCIA DE EXCLUSIVIDAD

11.1 The Vendedor does not grant ningún exclusive right for the sale of the Products indicated in the offers and of its Products in general. Therefore, even in the context of a commercial relationship in the course, any circumstance that supposes that there is a situation of exclusivity cannot give rise to any right or expectation on the part of the Client.

Art. 12. FUERZA MAYOR

12.1 The Vendedor will not be responsible before the Customer for any loss, damage or retraction caused by pandemics, huelgas, patronage cierres, labor disturbances, fires, floods, earthquakes, adverse meteorological conditions, acts of the public authorities, electric courts, faults return or retraction in the return by part of the suppliers, interruption or suspension of the transport or energy, unavailability or failure of raw materials, failures or failures of the machinery, as well as any other event of fortuitous circumstances or major force that this happened de su control razonable.

12.2 The Vendedor will notify the Client without delay of the major force he intends to invoke, identifying the details of the payment invoked, its sequences and its foreseeable duration. The Client will tend to have the right to terminate the Contract/s celebrated/s with the Vendedor if the duration of the impediment exceeds 6 (six) months.

12.3 In the event that the Customer invokes the event of major force, the Vendedor will tend to rescind the Contract/s celebrated with the Customer or to suspend the supply of the Products if the duration of the impediment exceeds 60 (sixty) consecutive days.

Art. 13. IMPOSIBILIDAD SOBREVENIDA

Y PERFORMANCE DIFFERENT

13.1 Yes, during the execution of the Contract, the production of a specific raw material or the use of a specific technical process ceases, so that the Vendor cannot enter the agreed Product in absolute terms, the Vender will tend to examine with the Buyer the possibility of buying a similar product, whose price will be determined by the list of prices of VELO EUROPE SRL in force at that moment, or, in case of desacuerdo, to cancel the sale.

Artículo 14. LEY QUE DEL CONTRATO - JURISDICTION AND COMPETENCE

14.1 The present general conditions and contracts will be governed by Italian law.

14.2 Any dispute between the Vendedor and the Customer in relation with these general conditions and/or the Contracts will come under the exclusive jurisdiction of the Milan Tribunal.

14.3 No obstante the dispuesto in the previous párrafo, the Vendedor will tend derecho, at his discretion, to present a demand before the tribunal of the place from which the Customer keeps his social domicile.

14.4 The Convención de las Naciones Unidas subre los Contratos de Compraventa Internacional de Mercaderías signed in Viena in 1980 will not apply to these conditions.

In accordance with article 1341 of the Italian Civil Code, the Client, upon receipt of this document, declares that he specifically opens the following clauses:

Price variation clause:

3.3. to 3.5

Liability limitation clauses:

4.8 (transmisión de la responsabilidad de los Productos to the Customer from the moment of the purchase);

7.4 (responsibility for the use of the products by the Customer)

12.1 (ausencia de responsabilidad de VELO EUROPE SRL by force mayor)

Right of termination:

4.9.c.ii (derecho de rescisión de VELO EUROPE SRL por falta de recogida de la mercancía)

Faculty/prohibition of suspension:

6.6 (derecho de VELO EUROPE SRL to suspend the supply in case of impago)

(Derecho de VELO EUROPE SRL to suspend the supplier in case of feared insolvency or instability of the Customer)

(prohibition of suspension of payments by the customer)