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General sales conditions

1. General Principles
The following conditions govern all Ma-estro Srl. Sales contracts. These sales terms and conditions will be applied unless established differently in an agreement written by our Company (hereon called 'Seller').
The forwarding of an order by the Buyer constitutes complete acceptance of said Sales Conditions and annuls any previous offer, correspondence and quotation between the parties.
The information contained in the sales documents issued by the Seller can be modified by the same at any time and without forewarning in order to consider technical developments.

2. Sales Contract
The Seller must respect the terms written in its quotation and order confirmation. The two parties are bound to respect the Sales Contract only after written acceptance of the Buyer's order by the Seller in the form of confirmation of receipt of order.

3. Price, returns
The price is ex works, excluding VAT. The prices stated do not include transport, insurance and packaging, which will be counted separately. The prices are fixed on the basis of the economic and financial conditions at the date of quotation. The prices are quoted for the Products only and do not include technical specifications, ownership rights or patent.

4. Delivery
4.1 The delivery terms will be calculated from the date of confirmation of receipt of the order as established in paragraph 2 of this sales contract. In all cases, if the execution of the order is suspended after this date due to any of the following conditions such as, no payment of invoices, supply or approval of the Buyer of drawings, samples or prototypes, transfer of export or import licenses, credit facilities, etc., the delivery terms will be considered starting from the date in which these conditions are satisfied.
4.2 The date of delivery indicated by the Seller is only estimated. Excepting any explicit contrary agreement accepted by the Seller, no delivery within the date indicated will not lead to the order being annulled or compensation.
4.3 The Buyer declares to be in agreement of accepting and paying partial deliveries if the Seller cannot dispatch the entire order.

5. Acts of God
Any Act of God will consequently suspend the commitments of our Company until such circumstance has ceased to exist.
For the purposes of the Sales Conditions, any unpredictable circumstance whose effects could not be reasonably prevented by the Seller and which are of a nature such to prevent fulfilment of his obligations is defined as an Act of God. The following circumstances constitute Acts of God: fire, floods, interruption or delay of transport, shortcomings by a supplier or sub-contractor, strikes of any kind, machinery breakdown.

6. Insurance and transport
Product transport is at the Buyer's risk. The latter is responsible for checks on arrival and informing carriers of any damage, if necessary. On receipt of particular instructions from the Buyer, the deliveries can be insured by the Seller, which will invoice the Buyer for the additional insurance costs.

7. Acceptance conditions for the Buyer
7.1 Product features mean those published in the most recent version of the Manufacturer's specifications, unless different features are expressly agreed by the Seller and the Buyer.
7.2 The Seller's products are subjected to tests and inspections in the establishments in which they are manufactured. If the Buyer requests that the products are inspected in his presence, he is responsible for all relative costs. If the Buyer cannot be present at these inspections after having been informed of the date of the same in advance by the Seller, the latter will send an inspection report, which the Buyer must accept without discussion.
7.3 For every claim relative to the products supplied to be accepted and for the adoption of the provisions contained in this paragraph, the former must be drawn-up according to the instructions supplied by the Seller and contained in the documents that accompany the products delivered.
7.4 No returns can be made without previous authorisation of the Seller, as specified in the separate "Warranty Request Guide".
7.5 When a return is accepted, the Seller will repair or issue a credit note at his own discretion for the products he has acknowledged as faulty. In all cases, the Buyer cannot expect that the return allows the suspension of any payments he owes the Seller or entirely or partly annul any order in progress.
7.6 If the Buyer requires a Certificate of Conformity from the Seller, this request must be made on placing the order.

8. Payment conditions
The payment must be made to the Seller for the products supplied, in compliance with the conditions stated in the invoice. The non-payment of an invoice will give the Seller the right, without prejudice to any other right, to suspend any delivery whatever the conditions of the relative order may be until payment in full and to annul any discount on said invoice that may have been granted to the Buyer.

9. Lien
In spite of delivery to the Buyer, the Seller remains owner of the products until they have been paid in full. If the Buyer does not make the payment on the date established, the Seller can re-take possession of the products delivered. However, as expressly stipulated, the Buyer will be liable for all damage and losses occurring after delivery.

10. Warranty
All Ma-estro products are guaranteed for 12 months from the date of delivery. The warranty is limited to the repair of the faulty product at our establishment; the transport costs are at the customer's expense.
Every return must be authorised by Ma-estro Srl and accompanied by the relative authorisation number (RMA form). Ma-estro Srl will not repair products unless there has been previous authorisation. Ma-estro Srl declines all responsibility and obligation for compensation for direct or indirect damage or loss of earnings, also in the case of equipment repaired or replaced free of charge.
The warranty is excluded in the following cases:
defects and faults due to the lack of maintenance;
defects and faults caused by the use of Products that are not conform with the Ma-estro Srl written instructions contained in the manuals that may be attached to the goods;
parts or pieces of products that are clearly fragile or with limited duration such as glass parts, plastic pipes etc.;
where third parties not authorised by Ma-estro Srl have intervened on the products; defects and faults consequent of storage or installation in unsuitable environments.

11. Patents
No sale of any Product envisioned here will be interpreted as granting the Buyer with license or other right on or relative to any valid patent, trade secret, know-how, copyright or trademark (including all rights eventually incorporated in the software contained in the Products).

12. Software
Any source code and software program incorporated in a product are the property of Ma-estro Srl and are supplied to the Buyer with non-exclusive license for use (but without rights for reproduction) of said software on said Products. License and software cannot be given or otherwise transferred by the Buyer without previous written consent from Ma-estro Srl, but can be granted in sub-license to the Buyer's customers, which have purchased the products containing the software on condition that the Buyer informs Ma-estro Srl of the identity of the sub-licensee when each sub-license is granted. It is expressly prohibited for the Buyer to duplicate and/or totally or partly force the software protection system. It is also prohibited for the Buyer to perform the operations stated in art. 64 bis lett. a) and b) of Law n. 633 dated 22 April 1941 without previous written authorisation from Ma-estro Srl .

13. Claims
Any claims must be communicated within 15 days from delivery of the goods. Claims must be sent in writing via fax or mail.

14. Limitation of Liability
The global liability of the Seller, for any claim by a customer, must in no case exceed the payment, if existing, received by the Seller for the product or services supplied or to be supplied, which are subject of the claim or legal action.

15. Transfers
In virtue of this act, any transfer of any contract by the Buyer without written agreement of the Seller will make said contract null and void and will relieve the Seller from every future fulfilment of his responsibilities.

16. Jurisdiction and applicable law
All disputes relative to any contract with the Seller, which cannot be otherwise solved by the Seller and Buyer will be the competence of the Law Court of Rovereto, such being the sales conditions and methods of payment accepted, also for problems regarding the warranty or in the case of many defendants. B13) Terms and conditions.
Ma-estro Srl Automazione - Viale Caproni 11/E - 38068 Rovereto (Tn) - ITALY - Tel.+39 0464.423647 - Fax +39 0464.450945 - P.Iva 01971690225
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