1. INTRODUCTION These general sales conditions are integral part of the offers and sales agreement made by Officine ORSI S.p.A. (hereinafter referred as the "Seller"). Being these sales conditions available on the Internet website "www.officineorsi.com" the buyer is adequately informed and aware of the same. The buyer understands and accepts the following principles and norms intended to regulate the mutual interest contract (synallagmatic) of the sales of good and/or services between the seller and the buyer. Unless otherwise agreed in writings on the seller order confirmation form the following general sales conditions shall apply to all sales contracts. Any purchase order sent to the seller entails the buyer acceptance without any reservation of the above-mentioned sales conditions.

2. OFFERS The offers with a validity term are to be considered binding to the seller if the acceptance from the buyer is received within the same validity time; in case the offer acceptance is received after the validity time expiry the seller is entitled to accept it anyway. In any other case the sale offers are not binding to the seller unless explicitly otherwise stated.

3. ORDER Buyer's purchase orders shall be complete and clear in any part and must be in accordance with the sale offer sent by the seller; in case of any deviation, even partial, the seller is entitled to refuse the order itself. The buyers purchase orders become binding to the seller only owing to the seller order confirmation. No order which has been accepted by the seller may be cancelled or modified even partially by the buyer except with the agreement in writing of the seller and on terms that the buyer shall indemnify the seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the seller as a result of cancellation or modification.

4. ORDER CONFIRMATION The -order confirmation- form sent by the seller to the buyer via e-mail, fax or post specifies the scope of supply (type, quality, quantity of materials, services, etc.) and any other sales term. Anywhere and however weights and nominal sizes are shown they are to be considered as indicative since the tolerances in common use are applicable. The order fulfilment admits the plus or minus 10% tolerance on weight unless the tolerance has been specifically agreed for specific size or product on occasional basis. Any agreement made by seller officers or intermediaries will not be binding to the seller unless stated on the seller order confirmation form. Any possible deviation to the order confirmation shall be in writings. The order confirmation shall be deemed to be accepted by the buyer if not questioned within 10 days from the sending date. In case of any discrepancy the order confirmation text shall prevail on the offer and on the customer purchase order.

5. GOODS DELIVERY Unless otherwise agreed the delivery term of the goods ordered shall be ex-works at the seller's premises (EXW, Incoterms 2000), therefore the materials shall be transported at buyer's risk. Warehousing costs may be applied to the buyer in case of delayed collection. The seller however reserve the right to cancel the sale contract partially or totally and/or to deliver the materials ordered and ready for collection to the buyer's premises at buyer's charge in the following cases:
• If the buyer doesn't collect the goods after 15 days from the notification that materials are ready to despatch;
• If the seller can not despatch the goods ordered from its workshops or warehouses due to the lack of instructions from the buyer.
The responsibility for the goods shall pass to the buyer when the goods are handed over to the freight forwarder therefore as the goods are handed over to the freight forwarder immediately cease any responsibility for the seller and the goods are transported at buyer's risk. Any possible reservation, claim or action for goods damage found out by the buyer at the moment of receipt of the goods that is related or derived from the transport and further operations shall be taken and/or proposed by the buyer exclusively to the freight forwarder. In case of collection of the goods with buyer's means of transport the seller shall have no responsibility for any possible damage happened during the transport. Any other possible cost for particular goods placement on the means of transport (if agreed) will be charged to the buyer. With reference to the sales of goods outside the territory of Italy the buyer shall be responsible to confirm the receipt of the goods by means of specific confirmation form and shall be responsible for the correct export customs clearance procedures execution.

6. PAYMENT TERM The payment of the amounts invoiced shall be done by the buyer within the specified due time and by the specified way of payment without any deduction or discount. With reference to goods invoiced and not despatched the payment due date shall be calculated from the invoice issue date or if earlier from the goods readiness notice. The seller is anyway entitled to:
• Require cash payment upon order, goods readiness notice or before shipment,
• Allow delayed payment against adequate guarantees if needed. In case of overdue payment arrears interest shall be applicable
• Withhold part payments and advance payments as cancellation fee in case of order cancellation or annulations by the buyer.
7. MISSED OR OVERDUE PAYMENT The delay in paying the invoices (even partial) after the due date shall immediately entitle the seller to charge the buyer of the arrears interest accordingly the Legislative Decree 9.10.2002 n. 231, in actuation of the Directive 29.6.200/35/CE and further amendments. Moreover the missed or overdue payment from the buyer or if the seller, for reasons occurred after the conclusion of contract, has a grounded reason to fear that the payments due will not be made within the agreed terms or will not be made at all, will entitle the seller (being free to take any other action and without prejudice to legal rights) to request the advanced payment for the remaining orders and/or to suspend the contract itself and any other running contract with the defaulting buyer or to retain the supplies ready to be shipped until new terms of payment or supply are stipulated and sufficient guarantees are furnished. If such an agreement is not concluded in reasonable time or sufficient guarantees are not furnished, the seller, according to its absolute discretion, has the right to request and obtain the payment of the full price at one single settlment, or to rescind the contract or any other running contract with the buyer and to withhold any possible part payments and advance payments the buyer might have done for any purpose. In these circumstances the buyer will not be entitled of any compensation for the early contract termination. The buyer shall be under obligation to refund all damages (consequential damage, loss of profit) deriving from the termination of the contracts.

8. TRANSFER OF PROPERTY AND RISK The propriety of the goods will pass to the buyer after the full payment of relevant invoice issued by the seller. All risks of loss or damage to the goods shall pass to the buyer at the time the goods are collected at seller warehouse.

9. PACKING The seller shall supply the goods packed according customary practice being explicitly relieved of any responsibility for loss or damage to the goods. The use of special packing or the exclusion of standard packing normally used shall be explicitly requested by the buyer at order placement. The cost for special packing will be charged additionally.

10. DELIVERY TERM The time of readiness, inspection delivery or despatchment stated in the order confirmation form is without any guarantee and it is not binding to the seller unless explicit commitment stated by the seller in the order confirmation form. In no circumstances of possible delay the buyer will be entitled to claim damages or to terminate even partially the contract unless explicitly prior accepted by the seller in the order confirmation form. In any case the delivery term shall be deemed to be fulfilled when the notice of readiness for despatch or inspection is given. However the seller can not be held responsible for not fulfilment of the delivery term in case of one or more force majeure events or other unforeseeable situations beyond the reasonable control of the seller that could affect the seller manufacturing capability causing delays in the manufacturing process. Between the above mentioned cases are included but not limited to the raw materials shortage or power supply shortage, equipments breakdown, rail transport service interruptions, sea transport interruptions or any other service related to the goods transportation, trucks or wagons shortage, mobilization, blockade or war in countries where suppliers of raw materials are based as well, workers actions or strikes, factory occupations, lockouts, floods, natural disasters etc. and also any measure or regulation from the government and/or from relevant European Community authorities meant to limit or regulate the international sales, the use, the manufacturing and distribution in specific countries as well of steels, alloys and finished products.

11. INSPECTION Unless otherwise stated on the order confirmation form the goods supplied by the seller are according the international ASTM, DIN and EN norms in force. If required the goods inspection must be expressly requested by the buyer upon order placement and it have to be expressly accepted by the seller on the order confirmation form, it shall take place in the seller's premises only before the delivery or despatchment. The goods inspection shall release the seller of any and all obligation. The inspection shall be carried out according ASTM, DIN and EN norms or according control bodies specifications or according other relevant specification previously agreed and stated on the order confirmation form Third party inspection bodies' fees (official bodies or nominated by the buyer) are at total buyer charge, unless otherwise agreed. From the seller factory shall be given to the buyer the notice of readiness for inspection in order to enable the buyer to inform promptly its nominated body. The buyer at sight will refund any possible fee paid by the seller to the inspecting bodies. The inspection shall take place within 15 days from the notice of readiness for inspection if carried out by buyer's representatives or within 30 days from the notice of readiness for inspection if carried out by third parties or notified bodies. The missed inspection not depending on seller's responsibility within the above-mentioned terms will be deemed as a renounce to the inspection itself and the tacit acceptance of the goods supplied without inspection under the obligation to collecting the goods. The missed collection shall be deem as authorization to the seller to despatch the goods and/or to proceed with further manufacturing operations. In any case the renounce to the inspection by the buyer shall not entitle the buyer to any variation to the prices and extra costs. In case of rejection of any piece during the inspection will oblige the seller to the sole replacement of it in the shortest amount of time possible being relieved from any kind of expense and/or reimbursement claim from the buyer. In case of postponement of the inspection date upon buyer's request and confirmed by written by the seller all extra cost deriving from the postponement (warehousing, interest, etc.) shall be charged to the buyer.

12. CLAIM
• Non Conformity: any claim deriving from the non conformity of the goods to the order confirmation must be notified by written within 15 (fifteen) days from the receipt of goods latest, beyond this term the buyer will loose its benefits. The notification of any hidden defect must be notified by written within 8 (eight) days from the discovery however within 90 (ninety) days from the goods receipt, beyond these terms the buyer will loose its benefits. In case of claim notified by due time and if after the verification by the seller's technical staff it should be found grounded the seller only obligation shall be to replace and/or repair the goods found not to be conforming in the same place of delivery of the goods upon return of the non conforming goods. The buyer shall not be entitled to terminate the contract or to any reimbursement claim for any kind of damage or expense he might have born.
• Flaw or anomaly: Any flaw/damage reported by the buyer must be notified by written within 8 (eight) days from the receipt of goods or if subsequently within 8 (eight) days from the flaw/damage detection. In case of documented and accepted claim the seller shall at its own only discretion replace or repair the defective goods or shall issue a credit note for the relevant goods value.
• The buyer shall loose any benefit, any claim right and any possibility to ask for the goods replacement in case he fails to immediately stop to use or to work the goods subject of claim.
If the buyer shall repair and/or modify by himself the goods subject of claim without the authorization and/or supervision of the seller the buyer shall loose any benefit, any claim right and any possibility to ask for the goods replacement as well. Claims and objections shall not entitle the buyer to suspend the payment of the invoice for the goods subject of claim.

13. WARRANTY The seller guarantee the conformity of the goods sold to the characteristics specified in the order confirmation form. Unless otherwise agreed the seller do not take any responsibility for the use and for the operating conditions of the goods supplied. Any technical specification compliance and/or warranty request from the buyer shall not be taken into account unless expressly stated in the order confirmation form. The buyer is obliged to carry out testing and trials on the purchased goods in order to determine whether they are suitable or not for the use they are meant for. Any modification and/or tampering to the purchased goods carried out by the buyer without the authorization and/or supervision of the seller will make null and void the warranty. According the above articles and unless otherwise stated by the seller the warranty will expire after 2 (two) years from the goods delivery time.

14. LIMITATION OF LIABILITY The seller guarantee the conformity of the goods sold to the characteristics specified in the order confirmation form. Unless otherwise agreed the seller do not take any responsibility for the use and for the operating conditions of the goods supplied. Any technical specification compliance and/or warranty request from the buyer shall not be taken into account unless expressly stated in the order confirmation form. The buyer is obliged to carry out testing and trials on the purchased goods in order to determine whether they are suitable or not for the use they are meant for. In no circumstances (including the "product liability") the seller can be held liable for any possible incidental or consequential loss or damage including but not limited to, loss of profit, loss of production discarded production or claims from the buyer's customer. The seller has no liability for any claim whatsoever when notification is done more that two years after the date on which the goods has been delivered.

15. BUYER TAXES Agreed prices for sales in the Italian territory stated in the offers and orders confirmations are net and do not include Value Added Tax. The amount of the Value Added Tax will be added in the invoice according the relevant fiscal norms in force at the moment of invoicing. Agreed prices for sales outside the Italian territory stated in the offers and orders confirmations are net and do not include Value Added Tax or any other tax, duty or customs clearance fee. Any tax, duty, customs clearance fee or costs for goods delivered in any country (inside or outside the European Community) are at buyers charge.

16. SAFEGUARD CLAUSE Besides the force majeure cases and the other cases foreseen by the law including but not limiting to mobilization, blockade or war in countries where suppliers of raw materials are based as well, workers actions or strikes, factory occupations, lockouts, floods, natural disasters etc. and also any measure or regulation from the government and/or from relevant European Community authorities meant to limit or regulate the international sales, the use, the manufacturing and distribution in specific countries as well of steels, alloys and finished products the seller will be entitled to withdraw in part or totally from the sales contract already confirmed or in negotiation process in case of any event, wherever it may occur, that alter substantially the market situation, the currency value and the Italian industry sector. The buyer shall not be entitled to any indemnity, compensation fee or reimbursement and shall be obliged to pay for the goods ready for despatch or in manufacturing process in all the above-mentioned circumstances and generally in any circumstance consequent to obstacles not depending on the seller will.

17. APPLICABLE LAW COURT The competent law courts of Milan (Italy) shall have exclusive jurisdiction in any action arising out of or in connection with the sales and any contract entered by the seller. As an alternative the seller may choose to settle any claim and or controversy by arbitration at the national and International Arbitration Chamber of the Italian Chamber of Commerce in Milan (Italy). The place of arbitration shall be Milan (Italy) and English shall be the language used for international arbitration, Italian for the national ones. However, as an alternative to the principle here above, the seller is in any case entitled to bring his action before the competent court of the place where the buyer has his registered office for the purpose of collecting matured debts of the buyer.

18. GOVERNING LAW The law of Italy shall apply for any contract and any disputes between the seller and any third party.

19. LANGUAGE This contract is stipulated in Italian and English language. In case of any interpretation discrepancy between the two versions the Italian version shall prevail. 

Carpiano, January 2009
OFFICINE ORSI S.p.A.
Villaggio Francolino - 20080 CARPIANO (MI) ITALY
Tel +39 02 9850951 Fax +39 02 9815452
www.officineorsi.com
V.A.T. code IT 02821570153