OP UNISPEED US-FL/01 MAN Manual De Uso página 34

OP
S.r.l.
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Without prejudice to any express provision on termination contained in these General
Conditions and provided for by the applicable law, Seller shall be entitled to suspend or
cancel the execution of any order also if already confirmed, or to subject the Products'
delivery to the condition of full payment in advance of the price and any other amounts
due or to require adequate warranties, in the event of non compliance or delays in the
execution, by the Client, of past and/or current orders. The same provision applies in
the event the Seller detects a reduction of the Client's existing warranties or a lack of
the Client's promised warranties. Seller shall also have the right to proceed in case of
significant amendments regarding the company's structure of Client, its financial or
patrimonial situation or commercial image, and also in case of inability to pay debts or
in the event of issuance of interim remedies against the Client for the failure to comply
with its financial obligations, suspension of payments, difficulties or delays in the
fulfilment of obligations to third parties and, in any case, in the event of Client's
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insolvency. All the Products' deliveries suspended and/or conditioned for the reasons
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stated in this Article 11 shall be deferred until the termination of the situation
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generating the suspension of the delivery. In case of an extension of the situation
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which has caused the suspension of the execution and/or the non fulfilment of the
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condition, for a period exceeding 2 (two) months, Seller shall have the right to declare
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the resolution of all or part of the agreement without any prejudice for his right to ask
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compensation for damages. Any delay by the Seller in exercising a right as stated in this
Article 11 shall not be deemed as a waiver of the Seller's rights in favour of the Client.
12. Traceability and Products' recall
Should the Client re-sells the Products to third parties, it shall guarantee the full
traceability of the Products and in case of procedures of mandatory and/or voluntary
recall of products, shall give the utmost cooperation to Seller and comply with any
action that Seller determines to undertake. In the event the Seller decides to withdraw
the Products from the market, the Client shall be entitled to the replacement of
Products or, alternatively, the refund of the price already paid. In no event the Seller
shall be entitled to claim any other damage, such as, for example but not limited to:
loss of revenue, loss of image/business reputation.
13. Acceptance record
Client, upon receipt of the Products, shall execute the declaration of acceptance of the
Products by signing the acceptance receipt attached to the General Conditions of Sale
and returning to Seller the original duly signed.
14. Governing law and Jurisdiction
These General Conditions and any agreement executed between Seller and Client shall
be exclusively governed by Italian laws. The United Nations Convention on Contracts for
the International Sale of Goods, concluded in Vienna on 11th April 1980, is expressly
excluded.
The courts of Brescia (Italy) shall have the exclusive jurisdiction on any dispute
between the Seller and the Client arising from these General Conditions and from any
contract executed by the Parties. The Seller has also the right to bring legal action
against the Buyer before the courts of the place of business and/or residence of the
Buyer.
25131 BRESCIA - Via Serpente 97 - Tel.030/3580401 - Fax 030/3580838
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