General conditions of sale

Ronda Spa, with registered address in Via Vegri no. 83, Zanè (Vicenza), Italy, VAT number and tax code 00793310244, in the person of Chairman of the Board of Directors, Giovanni Ronda, gives notice that all and any sale by Ronda Spa of products realized and/or marketed will take place exclusively under the terms and conditions that follow:

1) Making an order

The making of an order and/or the acceptance of our offer shall be valid as express and total acceptance of our conditions of sale. Any other previous oral or written, direct or indirect negotiations shall be deemed null and void. Changes to these conditions made unilaterally by the purchaser will not be recognized if not expressly accepted by letter.

2) Price

Unless contractually provided otherwise, the offers and price lists of Ronda Spa shall be those published. The prices applied are intended as ex-warehouse, with the exclusion of expenses, packaging, cash on delivery charges, VAT and taxes; all the costs for delivery and additional services are payable by the Customer.

3) Transport

The material travels at the customer's risk and peril, even if sold free at destination. Delivery shall be deemed to have been made at the moment of loading with the consequence that the seller shall absolutely not be deemed responsible for any differences and/or manifest defects noted after the material has left the warehouses. The risk associated with transport shall be borne by the purchaser even if the goods are transported by a carrier chosen by Ronda Spa.

4) Delivery terms

The delivery terms envisaged are indicative and not binding; as a consequence, any delay will not give the purchaser the right to cancel or reduce the order, nor to make a claim or take action for damages, save the provisions of art. 1229 of the [Italian] Civil Code.

5) Complaints

No complaints of any kind will be taken into consideration unless made in writing, by registered mail, within 8 days of receipt of the material.

If, within the period indicated above, the purchaser reports hidden flaws and defects in the material sold, the seller, if it recognizes their existence, will simply be required to replace it in the shortest time possible on condition that the material complained of is returned and that the same has not been subject to any impairment or working and that it has been used with normal diligence for the purposes for which it was designed.

Excluded, in all cases, is the purchaser's power to cancel or partially annul the contract or the right to demand compensation of any kind or suspend payment of the consignment complained of.

6) Payments

The payment for the supplies must be made within the essential term of 30 days from despatch unless another term, indicated in the invoice, is agreed in writing.

In the event of late payment, it is agreed that interest on arrears at the rate defined in art. 5, par. 1 of the [Italian] Legislative Decree 231/2002 shall be charged in addition to the loss of all rights to any discount. The seller's right to demand compensation for any greater damage, envisaged by art. 1224, par. 2, of the [Italian] Civil Code, shall remain unprejudiced.

7) Responsibilities

The material ordered and paid shall remain at the purchaser's disposal at the seller's for a period of thirty days. During this period, the seller is relieved of all responsibility in the event of theft, fire or anything else.

When this period has expired, the contract shall be deemed to have been cancelled by right because of the fault and deeds of the purchaser and as a consequence the seller will be entitled to withhold the sums paid as forfeit compensation for the damage sufferh3ed.

In no case shall any complaint or dispute give rise to suspended or delayed payment.

8) Withdrawal

As well as in cases of force majeure, the seller shall have the right to withdraw in whole or in part from any contract definitively concluded, as well as any in course of definition, if facts or circumstance arise which alter the state of the markets or the operability conditions in an appreciable manner, wherever this may occur. In these cases, the purchaser shall not have the right to any indemnities, compensation or reimbursements and shall, if requested, pay for the material already prepared or in course of processing and accept delivery of it and shall pay any price increase.

9) Competent court

The Court of Vicenza (Italy) shall be competent exclusively for all dispute or judicial controversies that may arise between the parties as regards this contract and its execution.

Approved after carefully reading of clauses 2) Price, 3) Transport, 4) Delivery terms, 5) Complaints, 6) Payments, 7) Responsibilities, 8) Withdrawal and 9) Competent court, pursuant to arts. 1341 – 1342 of the [Italian] Civil Code.

Ronda Spa
The Chairman of the Board of Directors
Giovanni Ronda