OP UNISPEED US-FL/01 MAN Manual De Uso página 33

OP
S.r.l.
25131 BRESCIA - Via Serpente 97 - Tel.030/3580401 - Fax 030/3580838
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Client. The terms of delivery indicated in the order, in the Order Confirmation or
elsewhere, are merely indicative for Seller and are calculated in working days. In any
event, the terms accrue from the Order Confirmation's receipt by Client or, in case a
down payment is due by Client, from such payment. Seller, therefore, may reasonably
anticipate or postpone the delivery of all or part of Products, without thereby entitling
the Client to demand the resolution of all or part of the Agreement nor the payment of
compensation for damages or indemnification, or to invoke any other liability of Seller,
unless the delay from the effective delivery and that established in the Order
Confirmation is higher than 60 days. In this case, if Client acknowledges in writing that
he has no more interest in making the purchase, the Seller shall not proceed to
delivery, unless the delay can be attributed to the Client or is, in any case, beyond
Seller's control.
In this case, should the Client communicate in writing that it is no more interested to
purchase, the Seller shall not proceed to delivery, unless the delay is attributable to the
Client or, in any case, beyond Seller's control, including but not limited to the following
circumstances: i) Client fails to provide, in time, the details or materials necessary for
the manufacturing of Products or require variations pending the execution and these
are accepted by the Seller; ii) Client delays to answer the request for approval of
designs or executive patterns; iii) Client fails to comply with payments related to past
sales. In these cases the Seller may suspend the deliveries until the Client executes the
due payments.
In the event the Client fails to take delivery of all or part of the Products, for facts that
can be attributed to Client or, in any case, beyond Seller's control, the Client shall bear
the risks and costs for the Products' custody and the Seller may, at its sole discretion,
demand the agreement's execution, or declare its total or partial resolution. In both
cases, the Seller is entitled to request compensation for damages.
In no event the Seller shall be responsible for delays in delivery caused by force
majeure, default of third parties, decisions of public authorities, strikes, etc.
9. Price and payment conditions
Products' prices are indicated in the Seller's Order Confirmation and shall be at net of
VAT, taxes, stamp duties, customs fees, duties and any additional burden.
Unless otherwise agreed in written form, the payments shall be executed by Client
under the terms specified in the Seller's Order Confirmation and at Seller's domicile or
at the bank account indicated by Seller. In case of delay in payment, Client shall pay
the interests calculated - automatically and without any formal notice - at the rate
provided for by D. Lgs. no. 231/02 increased by three percentage points, without
prejudice for the Seller to claim higher damages and the resolution of the Agreement.
Disputes that may arise between the Parties can not in any way exempt Client from its
obligations to diligently comply with the terms and conditions of payment.
10. Retention of Title/Romalpa Clause
Seller retains the property of the supplied Products until full payment of the agreed
price. Seller also retains the property of the Products' project, which in no
circumstances shall be disclosed or sold to third parties.
11. Right to suspend the performance; Termination
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