Conditions Generales de ventne

1: General Terms

The conditions stated below apply to all our offers, sales and deliveries, even if the purchaser indicates other or different conditions on his order. Application of exceptions is allowed only if agreed and signed by Nadella.

2: Orders

All orders are binding and we do not accept any orders implying penalties for us.

3: Order Acknowledgements

In case of dispute, the terms set in our order acknowledgements are applied.

4: Payments

Unless otherwise agreed, all invoices are payable at our head office in Milan. After expiration of eight days from the contractual deadline, the amount which has not been paid or paid only partially will be subject to late payment interests at the rate established by DL 9.10.2002 n.231 implementing EU Directive 2000/35-CE "Fight against late payment in commercial transactions."

Failure to pay a supply within the agreed terms will make all other service immediately enforceable, and ongoing contracts will be subject to withdrawal with no possibility for the debtor to oppose, all our rights
being understood.

5: Special Products

For bearings, or parts of them, for which a special manufacturing is concerned, a tolerance in quantities delivered is admitted, to the extent of 10% more or less than the ordered quantity.

6: Delivery Terms indicated in our order acknowledgements

Delivery dates are approximate and cannot be interpreted as a clear commitment to deliver on the indicated date. The delays cannot give rise to any cancellation of orders, nor any action of damage recovering may be claimed against our Company. All goods are shipped at purchaser's own risk even when they are shipped by delivery duty paid. It is up to the purchaser or recipient to call for an action on his/her rights against the carrier or insurer.
Delivery is considered effective when made available to the purchaser or following to handover to the carrier. Without being in any way obliged to pay any compensation, we reserve the right to postpone the date of delivery or to terminate the contract in any of the following cases:

a) force majeure events including, without limitation, strikes, accidents, riots, insurrections, wars, interruptions and/or delays by our suppliers, etc..;
b) failure, inaccuracy or delay by the purchaser in the transmission of information necessary for the execution of the order;
c) any change after the receipt of the order;
d) failure to comply with terms of payment by the purchaser.

7: Warranty and complaints

Any claims for missing or non-compliant items must be submitted in writing within 8 days upon receipt of the goods (for apparent defects)or from their discovery (for hidden defects), and in any case not later than 12 months from delivery, provided that the goods have not undergone any alteration or manipulation by the purchaser or user, by registered letter with return receipt; failing such notification the purchaser's right to claim the above defects will be forfeited.
We guarantee that our goods are free of defects in manufacturing or materials.
After direct defect detection, our Company reserves the right to replace the defective material or refund the price that was paid for it. Items that are deemed defective must be returned carriage paid to our address. The complaint can never give rise to the cancellation or reduction of orders by the purchaser, neither to any compensation payment on our side. Our warranty is void if the parts returned as defective have been altered or repaired. Our warranty does not cover any damage or defects caused by external agents, insufficient maintenance, overloading, unsuitable lubricant, natural wear, inaccurate choice, incorrect installation or any other cause beyond our control.

8: Code of ethics

The code of ethics in Nadella company states behavioural loyalty and transparency by all employees and third parties involved. Any behaviour by consultants, suppliers, customer and partners which is in contrast with ethical rules implies contract and contractual transactions resolution, as well as compensation for damages caused to Nadella company. Our code of ethics is on our website www.nadella.com.

9: Jurisdiction and dispute settlement

It is understood and agreed that the Court of Milan will be the sole jurisdiction in any dispute related to our
supplies, whatever the place where it originated or where the contract is to be performed. Although not expressly stated in these general conditions of sale, please refer to the rules, customs and the Civil Code in force.

1: General

1. Only our conditions for delivery and payment are valid unless otherwise specified in our order confirmation. Deviating conditions for purchasing the customer may have will not become term of the contract with the acceptance of the order.
2. If a specific term of these conditions is or becomes invalid, all remaining conditions shall remain valid.
3. Modifications of the contract or side agreements will be applicable only if confirmed in writing.
    

2: Conclusion of the Contract

1. All our offers are without obligation.
2. Contracts are accepted with the dispatch of our order confirmation and apply accordingly.

3: Delivery

1. Delivering times are not binding for us.
2. For agreed delivery times the period for delivery begins on the day on which we receive the written consent between the customer and the supplier and the customer has provided the supplier with all documents and items needed for the execution of the contract.
3. The compliance with the agreed delivery time takes place under reserve of correct and timely self supply of the supplier.
4. The delivery date is considered met if the delivery item is brought or fetched for shipping within the agreed period. If the handover is delayed due to reasons the customer is responsible for, the delivery date is considered met with the notification of the readiness for dispatch.
5. If the shipping or turnover of the delivery item is delayed due to reasons the customer is responsible for, he has to compensate the supplier for any costs incurred due to the delay. The supplier is entitled to bill these costs after the expiration of ten days counting from the day of notification of the readiness for dispatch or turnover.
6. If the delivery date cannot be met due to reasons the supplier is not responsible for or due to unexpected events, the period will be reasonably extended.
7. If the supplier cannot meet the delivery date (delay in delivery), the customer is entitled to rescission and/or amends only after a reasonable period of grace has been set.
    

4: Shipping

1. The shipment is made on account and at the risk of the customer. The packaging will be charged at cost price.
2. With the shipment of the delivery items the risk passes to the customer, even if the delivery is done partially and/or the supplier exceptionally pays for shipping and handling.
3. If the shipping is delayed due to reasons the customer is responsible for, the risk passes to the customer on the day of readiness for dispatch.
4. Delivered items have to be accepted by the customer, even if they show minor defects.
5. Partial deliveries are licit.

5: Claim of Remedy

1. Claims of remedy are excluded if the condition of the goods changes after the passing of the risk and/or the customer has to scrutinize and accept the goods prior to shipping.
2. Claims of remedy against the supplier are not applicable if a presupplier of the supplier has taken over the guarantee towards the customer.
3. Notification of defects shall be asserted in writing immediately after delivery, within ten days at the latest. At the same time the supplier is entitled to an opportunity to scrutinize the delivered goods or to have them scrutinized respectively.
4. If the claim is legitimate, the supplier reserves the right to repair or replace the goods free of defects at his own choice. Replaced parts become the property of the supplier.
5. The customer must give the opportunity and allow for the required time for the rectifications and replacements the supplier deems necessary; otherwise the supplier is not liable for any subsequent consequences.
6. The customer is only entitled to rescission if the supplier - with respect to the legal exceptional cases - fails to repair or replace the goods within a reasonable period of time. In case of a minor defect the customer is only entitled to an abatement of the contract price. In all other respects the right to abatement of the contract price remains excluded.
7. Any claim of the customer - on whatever legal foundation - expires after 12 month, if legally allowed.

6: Pricing and Payment

1. Prices are ex works except packaging and except currently applicable VAT, unless otherwise agreed.
2. If the delivery shall take place more than four month after the conclusion of the contract, the supplier reserves the right to an appropriate price adjustment in the event that the relevant conditions for the calculation of the price have risen considerably since the conclusion of the contract, particularly material costs, wages and public charges.
3. Payments are due without deductions within 30 days after invoicing. If the payment has been made within 10 days and the net price amounts to more than 50,- Euro, we grant a 2% discount.
4. The customer shall assert a set-off or retention only to the extend that the claim is uncontested or recognized by declaratory judgment.

7: Reservation of Title

1. The delivered good remains our property until the customer has fully paid all bills receivable from our business connection with the customer. The customer has the right to resell the reservation goods within proper business connections, but he has no authorization to pledge or bail them.
2. The customer already cedes all bills receivable from the reselling of the reservation goods to us; our consent to this assignment in advance is herewith deemed to be granted. As long as the customer fulfils his obligations as our customer and is not in a state of liquidation, he is authorized to collect these bills receivable. At our request the customer has to provide us with all information required for the collection and to inform the party liable about the assignment of claim.
3. The customer has to undertake any possible processing or combination of the reservation good with other goods without the development of any obligations for us. We are entitled to become co-owner of the new thing in proportion of the value of the reservation goods to the other processed goods. If the customer is the sole owner of the new thing, he already transfers a co-ownership to us and keeps it with commercial care and free of charge.
4. If the customer resells the reservation goods together with other goods - no matter if with or without any processing or interconnection -, the assignment in advance agreed above is only valid amounting to the value of the reservation goods.
5. If the value of the existing securities exceeds the value of these bills receivable by 20% or more, we commit ourselves to release these excess securities upon request of the customer.
6. The customer has the obligation to notify us about any compulsory enforcement of any third party into the reservation goods or into the allowances ceded in advance and to provide us with all documents required for intervention.

8: Other

1. Place of fulfilment for delivery and payments is Öhringen, Germany.
2. Only the law of the Federal Republic of Germany applies to the mutual contractual and legal relationship.
3. Place of jurisdiction is Öhringen.

July 2015