magdata

Conditions of Sale

We confirm your order subject to the exclusive application of our general terms and conditions
of sale printed on the reverse side hereof.
§ 1 Application
1. These terms and conditions of sale shall apply exclusively. Differing of contrary terms shall
not apply except if expressly agreed upon in writing.
2. These terms and conditions of sale shall also govern all future transactions between the
parties and shall also apply if we perform delivery despite our knowledge of differing or contrary
terms.
3. These terms and conditions of sale shall only apply vis á vis merchants, governmental
entities, or special governmental estates.

§ 2 Offer, Acceptance
Insofar as the order constitutes an offer we are entitled to accept the offer within two weeks

§ 3 Prices, Payment
1. Prices are ex works, exclusive of the respective statutory VAT and exclusive of the costs for
packaging, except as otherwise expressly agreed upon.
2. The purchase price due and payable net within 30 days from the date of the invoice. From
the due date interest in the amount of 8% above the respective base interest rate p.a. shall
accrue. We reserve all rights to claim further damages for delay.

§ 4 Offset, Retainer
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is
acknowledged, undisputed or assessed in a legally binding justment. The purchaser is entitled to
claim retainer rights only to the extent such rights are based on the same transactions.

§ 5 Delivery
1. Delivery is conditioned upon timely and proper performance of all duties of the purchaser.
Defences based on non-performance of the contract are reserved.
2. In case of default in acceptance or other breach of duties to cooperate by the purchaser we
are entitled to claim any resulting damage including but not limited to additional expenses, if any.
Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the
purchaser at the time of such default or breach of duty to cooperate.

§ 6 Passing of Risk, Shipment
If the purchaser demands shipment of the goods the risk of loos or damage to the goods passes to
the purchaser upon dispatch.

§ 7 Retention of Title
1. We retain title to the goods until receipt of all payments in full. In case of breach of contract
by the purchaser including, without limitation, default in payment, we are entitled to take
possession of the goods.
2. The purchaser shall handle the goods with due care, maintain suitable insurance for the
goods and, to the extent necessary, service and maintain the goods.
3. As long as the purchaser price has not been completely paid, the purchaser shall
immediately inform us in writing if the goods become subject to rights of third persons or other
encumbrances.
4. The purchaser may resell goods subject to the above retention of title only in the course of
tis regular business. For this case, the purchaser hereby assigns all claims arising out of such resale,
whether the goods have been proceed or not, to us. Notwithstanding our right to claim direct
payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end,
agree to not demand payment on the assigned claims to the extent the purchaser complies with all
his obligations for payment and does not become subject to an application for insolvency or similar
proceedings or to any stay payments.
5. Insofar as the above securities exceed the secured claim by more than 10%, we are
obligated, upon our election, to release such securities upon the purchaser’s request.

§ 8 Warranty
1. Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with
all requirements regarding inspection and objection.
2. Warranty claims shall be time-barred after 12 months of the passage of risk.
3. In case of non-conformity of the goods the purchaser is entitled to alternative performance
in the form of remedy of the defect or delivery of conforming goods. If such alternative
performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from
the contract.

§ 9 Liability
1. In case of intent of gross negligence on our part or by our agents or assistants in
performance we are liable according to the provisions of applicable law; the same applies in case of
breach of fundamental contract obligations. To the extent the breach of contract is unintentionally
our liability for damages shall be limited to the typically predictable damage.
2. Our liability for culpable damage to life, body or health as well as our liability under the
Product Liability Act shall remain unaffected.
3. Any liability not expressly provided for above shall be disclaimed.

§ 10 Applicable law, Jurisdiction
1. This contract shall be governed by the laws of Italy (excluding the Convention on Contracts
for the International Sale of Goods).
2. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in
connection with this contract shall be Parma.