Terms of Sale

Art. 1. SCOPE OF APPLICATION

1.1 These general conditions of sale must be understood as and are an integral part of all order proposals, estimates and all sales contracts (hereinafter, the " Contract/s ") concluded between the seller VELO EUROPE Srl (VAT number: IT 04955290962 with registered office in Milan, Via F. Petrarca, 4 and operational headquarters in Busnago (MB), 20874, Via Piemonte 1C, in the person of its legal representative pro tempore (hereinafter "VELO EUROPE SRL" or the " Seller ") and the Purchasing Company/Professional Customers (hereinafter the " Customer "), concerning the sale and related delivery of products by VELO EUROPE SRL to the Customer (hereinafter, jointly, the " Products " ).

1.2 These general conditions prevail over any different clause inserted in forms, forms or other documents prepared by the Customer, even if their applicability has not been expressly contested by the Seller. Exceptions to these general conditions are binding on the Seller only if they have been accepted by him in writing.

1.3 If, during the execution of a Contract, one or more of the present general conditions become, for any reason, invalid or ineffective, the other conditions will continue to remain in force.

1.4 These general conditions of sale of VELO EUROPE SRL are binding for all Customers:

  • from the moment of receipt of the same and therefore even if not specifically signed in writing;
  • also for orders prior to the date of dispatch of the same;
  • also in revisions that may be communicated in the future;
  • also for past or future Contracts that do not expressly refer to these general conditions of sale.

Art. 2. CONCLUSION OF THE CONTRACT

2.1 The conclusion of the individual sales contract with the Seller is characterized by three phases and only upon completion of the third phase is the agreement considered finalized and binding:

PHASE 1: the Customer also sends a request by email to VELO EUROPE SRL indicating the products he would like to purchase;

PHASE 2: VELO EUROPE SRL sends the Customer an order proposal (“ VELO EUROPE SRL Order Proposal ”) containing the list of products to be procured, the expected delivery terms, the price;

PHASE 3: the Customer accepts the VELO EUROPE SRL Order Proposal (without modifications), which then becomes a Contract, or with a simple confirmation via email from the Customer, even if drawn up by a person without the powers of representation of the Customer (the text of the email could be for example: " we approve the order proposal you sent us ") or with the return of the signed VELO EUROPE SRL Order Proposal. With the completion (date of receipt of the confirmation via email, or of the signed VELO EUROPE SRL Order Proposal) of this Phase 3, the VELO EUROPE SRL Order Proposal becomes " Customer Order Confirmation ".

The Contract is therefore considered concluded on the date of receipt of the communication from the Customer who, by sending the acceptance, also accepts these general conditions.

In the event that the Customer communicates that he only partially accepts an Order Proposal from VELO EUROPE SRL or returns it signed with total or partial modifications, this communication will not integrate an Order Confirmation of the Customer, and therefore no Contract will be finalized , but a new PHASE 1 i.e. a new initial proposal from the Customer which will have to generate a new Order Proposal VELO EUROPE SRL

2.2 VELO EUROPE SRL, before the conclusion of the Contract, can always revoke or modify the Order Proposal and in any case is not bound by it until the Customer's Order Confirmation is received.

2.3 Any VELO EUROPE SRL Order Proposal must be considered automatically expired in the absence of express acceptance by the Customer (receipt) within the term of 10 (ten) working days from the date of receipt by the Customer of the VELO Order Proposal EUROPE SRL, unless VELO EUROPE SRL indicates otherwise.

Customer Order Confirmations received by VELO EUROPE SRL over the n. 10 working days from the receipt by the Customer of the VELO EUROPE SRL Order Proposal, do not produce effects for VELO EUROPE SRL, unless otherwise agreed in writing. This clause is for the exclusive benefit of VELO EUROPE SRL, which alone (and therefore not the Customer) can plead the invalidity of the conclusion of a Contract for having received the Order confirmation beyond the n. 10 days from the delivery date of the VELO EUROPE SRL Order Proposal

Article 3. PRICES

3.1 The prices are indicated in the VELO EUROPE SRL Order Proposal and in the corresponding Customer Order Confirmation. Prices are exclusive of any charges, taxes or fees. Any customs duties, insurance and/or special packaging costs are the sole responsibility of the Customer. Unless otherwise agreed in writing between the parties, the prices indicated in an offer from the Seller will not be binding for subsequent offers.

3.2 Price Revisions. VELO EUROPE SRL may proceed with the revision of the price even in the event that:

  1. at the request of the Customer, the Product must be delivered in a shorter term than that initially agreed or extended; or
  2. in the event that the expected delivery date of the Products indicated in the Order Proposal VELO EUROPE SRL applies a different price list from the one in force on the date of sending the Order Proposal VELO EUROPE SRL object of the Order Confirmation of the Customer. Indeed, in the event that delivery is scheduled for a date set several months after the date of the Customer's Order Confirmation, it is possible that the cost of raw materials and/or the cost of transporting the products will change excessively. This happens due to fluctuations in the value of the currency, or the scarcity of raw materials, or shortages in transport. The Client is aware of this risk of upward price fluctuations and therefore accepts the variation.

The moment in which the variation of the list price must be evaluated is that of the actual delivery date of the goods

3.3 Price changes of less than 25%. In the event of changes 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 hereby agrees to undertake to pay said price and therefore to accept the sale of the Products with higher price.

3.4 Price changes greater than 25%. In the event of price variations greater than 25% compared to that of the Customer's Order Confirmation, the Customer may withdraw from the agreement by means of a communication to be sent within 5 working days of receipt of the communication of the price increase by VELO EUROPE SRL

3.5 VELO EUROPE SRL Price List The VELO EUROPE SRL price list in effect in the expected month of delivery indicated in the Customer's Order Confirmation or in the month of actual delivery, if subsequent to that indicated in the Customer's Order Confirmation, is the authentic document for the identification of the final price due by the Customer for the purchase of the Products covered by the Customer's Order Confirmation.

VELO EUROPE SRL will promptly communicate its current price list to the Customer every year.

Art. 4. DELIVERY

4.1 Place of delivery. Unless otherwise agreed in writing between the parties, the delivery of the Products and the relative transport are always understood to be carried out by VELO EUROPE SRL at the Customer's headquarters or in another place agreed between the parties also indicated in the Customer's Order Confirmation.

4.2 Terms of Delivery. The delivery terms indicated in the VELO EUROPE SRL Order Proposal, unless otherwise and expressly agreed in writing, are to be understood as merely indicative. This is because the Customer is aware and accepts the fact that there is often greater demand than the supply of the Products, that there is a crisis of raw materials and transport, and therefore, even in the event that in the Order Proposal VELO EUROPE SRL a delivery date is indicated, the same will be considered only as indicative and not mandatory and will be derogable even unilaterally by VELO EUROPE SRL due to market needs.

4.3 Absence of guarantee from VELO EUROPE SRL for delivery delays. Any delays in delivery with respect to the deadline indicated in the Customer's Order Confirmation, even if not due to force majeure, will not entitle the Customer to terminate the Contract or claim compensation for damages, both direct and indirect, or discounts.

4.4 The delivery terms start from the day of the conclusion of the Contract pursuant to the previous art. 2. If a payment for the order or the issue of a bank guarantee is envisaged, the delivery terms will begin to run from the receipt of the expected payment or guarantee. Any changes to the Products agreed with the Customer will cause a new delivery term to start.

4.5 If the Seller is prevented from meeting the delivery terms due to:

  1. delays, slowdowns, suspensions and interruptions of work not attributable to the same Seller;
  2. pandemics, strikes, lockouts, union unrest, fires, floods, earthquakes, adverse weather conditions, provisions of public authorities, power outages, missed or delayed deliveries from suppliers, interruption or suspension of transport or energy, unavailability or shortage of raw materials , downtime or machine breakdown as well as due to any other unforeseeable event or force majeure beyond the reasonable control of the Seller,

the effective date of the delivery terms will remain suspended from the day of communication to the Customer of the impediment and until further communication by the Seller.

4.6 Unless otherwise agreed in writing between the parties, the delivery is considered complete when the transport company delivers the Product to the place of delivery indicated in the previous art. 4.1. Delivery must take place in the presence of the Customer (or his representative) who must be present during the unloading operations of the goods and must sign the delivery note, as a sign of full acceptance of the apparent completeness and good condition of the Product.

4.7 In case of absence, upon delivery of the Product, of the Customer (or his representative), or in the event that the agreed delivery locations should be in non-accessible areas, the declaration of the transport company, the which certifies that the Products have been delivered in good condition, is considered proof of delivery as well as acceptance of the good delivery condition of the goods.

4.8 From the moment of completion of the delivery regulated as above, the Seller is released from all liability and risk inherent to the Products. All risks are therefore transferred to the Client.

4.9 If, even as an exception to the above, a sale with transport by the Customer is agreed between the parties:

  1. a deadline will also be agreed and indicated from which the Customer will be able to collect the relative Product and the days and times for the same collection. In this case, the Customer must notify the Seller of the designated shipper at least 15 days before collection;
  2. delivery is always understood to be made EX WORKS (Incoterms 2010) or FOB at the Seller's headquarters or another agreed collection location; the Products travel, therefore, always at the Customer's risk;
  3. if the Customer does not collect the Products in time, the Seller will have the right, at his choice, to:
  4. invoice the goods, which will be kept in storage in their warehouses in the name and on behalf of the Customer; in this case it will be the obligation of the Customer, who will bear all risk relating to the Products in storage, to pay the Seller, as a contribution to storage costs and until the actual collection, an additional amount corresponding to 1% (one percent) of the sale price of the Products for each month of storage; or
  5. terminate the Contract with immediate effect or withdraw from it;

iii. without prejudice in both cases to the application of the penalty referred to in the following art. 8 in addition to any compensation for greater damage.

4.10 Starting from the completion of the delivery or collection as previously governed, the Seller does not refund the Customer nor does it accept the return by the same Customer of Products already delivered, unless otherwise agreed in writing between the parties and on condition that the return takes place in accordance with the conditions that will be established from time to time by VELO EUROPE SRL If the Customer decides, even in the absence of express written agreement, to return the Products already delivered to the Seller, any transport or storage costs at the warehouses of VELO EUROPE SRL will be charged to the Customer.

4.11 VELO EUROPE SRL has the right not to deliver the Products in the event that the Customer has not paid the full price established for the goods to be delivered or is late with the payment of other supplies subject to contracts also different from that relating to the goods to be delivered and/or there are factual elements capable of proving the possible state of insolvency of the Customer. The Customer acknowledges, accepts and waives the right to claim any contractual or pre-contractual damages in the event VELO EUROPE SRL does not deliver the Products as a result of non-payment, even partial, of the price.

Art. 5. PACKAGING AND TRANSPORT

5.1 The Seller uses only common packaging for its Products. Any special packaging requested by the Customer will be charged to him.

5.2 If the Seller has assumed the transport costs, the increases in transport costs which occur after the day of the conclusion of the Contract and all expenses and taxes inherent and consequent to the transport will be charged to the Customer, who, now by then, accepts to pay such higher costs even in advance of the delivery of the Products.

Art. 6. PAYMENTS

6.1 Payment term: it is the one indicated in the VELO EUROPE SRL Order Proposal

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

6.3 The place of payment is to all intents and purposes the registered office of the Seller, whatever the method of payment agreed, and therefore also in the case of payment by drafts, bills of exchange, bank orders or similar title.

6.4 In the event of total or partial late payment, the Customer must pay default interest on the outstanding sum at the rate established by Legislative Decree 231/02 and subsequent amendments.

6.5 In the case of agreed payment by installments, failure to pay even one installment will cause the Customer to lose the benefit of the term pursuant to art. 1186 of the civil code and the Seller's entire credit will become immediately payable, without prejudice to the Seller's further rights.

6.6 Failure to pay or late payment of any sum due by the Customer, even if relating to different commercial relationships with the same Seller, authorizes the same Seller to:

  • suspend the supply of the Products as well as the preparation and delivery of the Products subject to other orders by the Customer;
  • change the payment conditions, including the possibility of requesting specific guarantees;
  • declare the Contract terminated due to breach by the Customer pursuant to art. 1456 of the civil code;
  • claim compensation for damages suffered due to non-payment or delayed payment and the related effects;
  • collect the Products already delivered and not fully paid for by the Customer;
  • withhold, by way of compensation, any sums already collected, without prejudice in any case to compensation for any greater damage.

6.7 The expenses (taxes and fees of professionals) incurred by the Seller to recover the sums owed to him by the Customer are the sole responsibility of the Customer.

6.8 The right to suspend the preparation and delivery of the Products is granted to the Seller even if the latter, according to its own discretionary assessment, has reason to believe that the Customer may not exactly fulfill its obligations.

6.9 Any complaint of default and/or non-compliance of the Products delivered by the Seller will not entitle the Customer to suspend payment for the disputed Products and/or any other Products delivered by the Seller.

6.10 Without prejudice to any right assumed by the Seller in these general conditions of sale, the Customer undertakes to provide, upon first request by the Seller, a suitable guarantee certifying his financial capacity to support the commitments undertaken in the Contract. Failure or delay in presentation of the guarantee by the Customer required pursuant to the foregoing, legitimizes the Seller to terminate the contract for non-fulfilment pursuant to art. 1456 of the civil code.

Art. 7. CHECK OF PRODUCTS, CLAIMS AND WARRANTY

7.1 The Seller guarantees, also pursuant to art. 1490 of the civil code, that the Products delivered are free from defects which make them unsuitable for the use for which they are intended or appreciably reduce their value.

7.2 The Customer is required, also pursuant to art. 1495 of the civil code, within the mandatory term of 1 (one) day from the delivery of the Products, to verify the weight, dimensions and quantity declared by the Seller as well as the relative functioning; any apparent defects must be reported, under penalty of forfeiture, to the Seller within 8 (eight) days following the expiry of the given term. Without prejudice to the foregoing, any other hidden fault or defect of the Products must be reported, under penalty of forfeiture, within and no later than 8 (eight) days from its discovery. In any case, the guarantee action pursuant to art. 1495 of the civil code is prescribed one year after delivery.

7.3 In the case of Contracts concluded through intermediaries (such as agents or distributors), also in derogation of art. 1745, first paragraph, of the civil code, the Customer's complaints must be made in writing exclusively to the Seller, by PEC to the address Velo Europe Srl@pec.it or by registered letter with return receipt.

7.4 Unless otherwise agreed in writing, the Seller does not guarantee in any way that the Products are designed for a specific use and therefore the Customer assumes all risk and responsibility for the events that occur following the use of the Products, both individually and in combination with other products. The guarantee does not apply to Products that have been tampered with or modified without the prior consent of the Seller or used in a manner that does not comply with the technical specifications provided by the latter. The Seller's guarantee does not include alterations which, due to the effect of the substances with which the Products come into contact, they undergo in every single part as well as any damages, defects or alterations caused by defective storage of the delivered Products. The Customer is aware that the Products supplied by the Seller may be made of delicate materials such as carbon; consequently, the Seller's guarantee does not apply to Products which, after their delivery, have been subjected to shocks, even of minor importance, by the Customer or customers of the Customer, either when they have fallen to the ground or because they have been used by the end user in so that they hit other goods during their use.

7.5 Should the Customer receive complaints from his customers due to hidden defects in the Products, he must refrain from making any acknowledgment, offer or payment and must immediately send the Seller a strictly confidential report containing a detailed description of the defects found and all the data necessary to identify the relative consignment, date and place of delivery. He will also have to ascertain whether the goods have been subjected to shocks so that the Seller's guarantee is not applicable.

7.6 The Products disputed by the Customer must be kept at the Seller's disposal for any checks, without prejudice to the Customer's burden of rigorously proving his disputes. The disputed Products cannot be returned to the Seller without his authorization. The Seller, within 60 (sixty) days following receipt of the report, will notify the Customer in writing of the instructions for settling the dispute.

7.7 Unless otherwise expressly agreed in writing and without prejudice to the provisions of the applicable regulations, the Seller does not issue any guarantee regarding the accuracy and completeness of all the technical information (including projects, images, drawings, calculations, dimensions, capacity, weight, performance and models) by the same Seller provided in its catalogues, brochures, as well as through its advertising or on its website.

Art. 7-bis PROHIBITION OF SALE

7-bis.1 The Customer with headquarters or offices in a member country of the European Union undertakes not to sell the Products to customers located outside the territories of the member states of the European Union.

7-bis.2 The Customer with headquarters or offices outside the European Union undertakes not to sell the Products to customers located within the European Union.

7-bis.3 The violation of the obligations referred to in this article will entitle the Seller to request compensation for damages and to interrupt the existing Contracts due to serious breach and could prevent new sales.

Art. 8. PENALTY

8.1 In the event of failure to collect the Products by the Customer or other breach of the Contract by the Customer, the latter will be required to pay a penalty equal to 30% (thirty percent) of the value of the Products, without prejudice to the right of the Seller to demand payment of the price or to terminate the Contract and without prejudice to the right to compensation for greater damages. The same penalty will be considered applicable to the Customer even if the latter requests early termination of the Contract and it is accepted by the Seller.

Art. 9. RETENTION OF OWNERSHIP

9.1 Pursuant to and by effect of art. 1523 of the civil code, the Products will remain the property of the Seller until their full payment and, in the case of checks or promissory notes, until their collection, even if the documents are delivered in advance.

It is understood that, regardless of the date of transfer of ownership, the risks are in any case transferred to the Customer from the date of delivery of the goods (in the manner provided above) pursuant to art. 1523 of the civil code.

9.2 In the event of termination of the contract due to breach by the Purchaser, the price installments paid will be acquired by the Seller pursuant to art. 1526 of the Italian civil code, without prejudice to the right to compensation for further damages.

9.3 The Customer is required to keep the products supplied by the Seller subject to retention of title pursuant to this article with the necessary care, ensuring that they are identifiable as the property of "VELO EUROPE SRL" and are kept in a separate place from other products .

9.4 The Seller has the full right to recover the Products already delivered to the Customer and kept with the same Customer as subject to retention of title in all cases in which the Customer is in default of his payment obligations, pursuant to art. 6 above. To this end, the Customer must allow free access to the Seller at any time at its headquarters or in any place where it keeps the Products.

Art. 10. INTELLECTUAL PROPERTY

10.1 Unless otherwise agreed in writing, the Seller remains the owner of the copyright and all industrial property rights, including information of a technical, commercial or industrial nature, of which it may become aware under the Contract(s). the.

10.2 The intellectual property rights set out above in art. 10.1 always remain the exclusive property of the Seller and therefore cannot be reproduced, used or made available to third parties without the prior explicit written consent of the Seller.

Art. 11. ABSENCE OF EXCLUSIVE

11.1 The Seller does not grant any exclusive right for the sale of the Products indicated in the offers and of its Products in general. Therefore, even in the context of an ongoing commercial relationship, any circumstances which in fact involve a situation of exclusivity cannot determine the emergence of rights or expectations for the Customer.

Art. 12. FORCE MAJEURE

12.1 The Seller shall not be liable to the Customer for any loss, damage or delay caused by pandemics, strikes, lockouts, labor unrest, fire, flood, earthquake, adverse weather conditions, public authority orders, power outages, failure or delay deliveries from suppliers, interruption or suspension of transport or energy, unavailability or shortage of raw materials, downtime or machine breakdowns as well as any other unforeseeable event or force majeure beyond its reasonable control.

12.2 The Seller must promptly notify the Customer of the force majeure event he intends to invoke, identifying the details of the event invoked, the consequences associated with it and its foreseeable duration. The Customer will have the right to withdraw from the Contract/s concluded/s with the Seller should the duration of the impediment last for more than 6 (six) months.

12.3 In the event that the force majeure event were to be invoked by the Customer, the Seller will have the right to withdraw from the Contract/s concluded/s with the Customer or to suspend the supply of the Products should the duration of the impediment continue for more than 60 (sixty) consecutive days.

Art. 13. OCCURRING IMPOSSIBILITY AND DIFFERENT PERFORMANCE

13.1 In the event that, during the execution of the Contract, the production of a specific raw material or the use of a specific technical procedure ceases, so that the Seller is absolutely unable to deliver the agreed Product, the Seller has the right to examine with the Buyer the possibilities of delivering a similar product, the price of which will be determined by the VELO EUROPE SRL price list in effect at the time or, in the event of disagreement, to cancel the sale.

Art. 14. LAW GOVERNING THE CONTRACT - JURISDICTION AND COMPETENCE

14.1 These general conditions and the Contracts are governed by Italian law.

14.2 Any dispute between the Seller and the Customer in relation to these general conditions and/or the Contracts will be submitted to the exclusive jurisdiction of the Court of Milan.

14.3 As a partial exception to the provisions of the preceding paragraph, the Seller will have the right to appeal, at its discretion, to the Court of the place where the Customer is based.

14.4 The United Nations Convention on international sales contracts signed in Vienna in 1980 does not apply to these Conditions.

Pursuant to art. 1341 of the Civil Code, the Customer, upon receipt of this document, declares to specifically approve the following clauses:

Price Change Clause:

from 3.3. to 3.5

Disclaimer clauses:

4.8 (transfer of responsibility for the Products to the Customer from the time of delivery);

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

12.1 (absence of VELO EUROPE SRL liability due to force majeure)

Right of withdrawal:

4.9.c.ii (VELO EUROPE SRL right of withdrawal for failure to collect the goods)

Right/prohibition of suspension:

6.6 (VELO EUROPE SRL's right to suspend the supply in case of non-payment)

6.8 (VELO EUROPE SRL's right to suspend the supply in case of feared insolvency or instability of the Customer)

6.9 (prohibition of suspension of payments for the Customer)

Jurisdiction

14.2 and 14.3