General Sales Terms

for PULSAR S.r.l. machines and installations

1.         Agreement


1.1        The following General Conditions of Sale (hereinafter “General Conditions”), if they are not expressively derogated, define all the Contracts of sale (the “Contract”), in Italy and/or abroad, concerning all the Products (hereinafter “Products”) produced or sold by Pulsar S.r.l. (“the Supplier” or “the Seller”) to the Buyer (collectively the “Parties” and individually “the Party”). All the offers, the agreements and the deliveries made by the Supplier are generally submitted to the General Conditions set forth hereunder, except when specifically derogated in writing by the Supplier.

1.2        The Buyer cannot make over the Contract to a third party without the written approval of the Supplier.


2.         Characteristics of the Products - Modifications


2.1        The Buyer hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell and provide to the Buyer, the Products set forth in the Contract subjected to the General Conditions set forth hereunder. The Supplier shall be entitled to make any changes to the Products which, without altering their essential features, appear to be necessary or suitable and do not result in a price increase.

2.2        The Products are supplied in relation to the Buyer’s demand but without being in connection with other Products at the terminal points. Therefore, the Buyer is liable for the integration of the Products into the lines and the environment wherein is installed the equipment.

2.3        The Buyer is the main contractor and the solely referent for the Seller. Therefore, the Buyer shall organize the other parallel and concurrent supplies.

2.4        The Supplier shall supply the Buyer, free of charge, with the technical documentation relating to the Products. Said documentation shall be supplied to the Buyer exclusively in Italian and/or in English.

2.5        Each Party to the contract retains all rights to technical documents provided to the other. The Party receiving such documents recognises these rights and shall – without previous written consent of the other Party – not make these documents available to any third party, either in whole or in part, nor use them for purposes other than those for which they were handed over.

2.6        Any information or data relating to technical features and/or specifications of the Products contained in dépliants, price lists, catalogues and similar documents shall be binding only to the extent they are expressly referred to in the Contract.

2.7        The Buyer represents and warrants that the Buyer purchases the Products for a lawful and legitimate civil use (only) and is the end user of the Products. The Parties acknowledge that no resale or other use is authorized and that the Buyer shall be fully and solely liable for any violation hereof.

2.8        The Buyer shall, at latest when placing the order, draw the attention of the Supplier to the standards and particular regulations applicable to the execution of the supplies and services, to the operation of the plant as well as to the health and safety of personnel.

2.9        The Seller warrants that the Products are certified and comply with the Machinery Directive 2006/42/EC of the European Parliament and of the Council. They also satisfy the European essential requirements provided for the protection of health and safety.


3.         Delivery


3.1        The delivery term starts from the moment the Buyer has given all information of whatever kinds, proper to allow the execution of the supply. In case that, after the signature of the Contract, the Buyer asks for technical modifications, the Sellers reserves the right to consider the feasibility, the time and the price of these modifications even though not causing change in price.

3.2        Whereas the Supplier accepts the modifications hereinabove, the delivery term shall automatically delay and any agreement referring to penalties for delay is annulled, unless different explicit will of the Parties. Besides, the Buyer shall bear the possible increase in price due to such modifications.

3.3        The delivery time shall start as soon as the Contract is entered into all official formalities such as, but not limited to, import, export, transit and payment permits have been completed, payments due with the order have been made, any agreed securities given and the main technical points settled. The delivery time shall be deemed to be observed if by that time the Supplier has sent a notice to the Buyer informing that the supplies are ready for dispatch.

3.4        The delivery time is reasonable extended in case payments have not been fulfilled according to the contractual obligations.

3.5        The delivery term shall be delayed as a consequence of events beyond the Supplier’s will or for circumstances beyond one‘s control (strikes, fires, floods, production activity interruption, non-motive power, etc.) or by the way for reasons beyond the Supplier’s good will or diligence (“Force Majeure”).

3.6        The Supplier has the right to rescind in whole or in part the Contract, if causes beyond one’s control prevent or delay the execution of the contract and/or the delivery of the supply without the possibility for the Buyer to ask for indemnification or claim damages of whatever sort or kind.

3.7        Should the suspension due to Force Majeure last more than six (6) months, either Party shall have the right to terminate the Contract by a 10 days' written notice to the counterpart.

3.8        Except as otherwise agreed in writing by the Parties hereto, all Products deliveries shall be made by the Seller EXW (Ex Works) as that term is defined in Incoterms® 2010, International Chamber of Commerce, it being understood that any alternative delivery term that may be agreed upon in writing, using trade delivery terms included in Incoterms®, shall have the meaning given to it in Incoterms®. In any case, whatever the delivery term agreed between the Parties, the risks will pass to the Buyer, at the latest, on delivery of the goods to the first carrier. In case of delayed transmission upon demand of the Buyer or for other reasons not due to the Supplier the risks are transferred to the Buyer at the date initially foreseen for the delivery leaving the Supplier’s factory.

3.9        Partial shipments are always allowed.

3.10      In case of delay in delivery for which the Supplier is responsible, the Buyer may request, after having summoned in writing the Supplier, a compensation for the damages actually suffered, within the maximum amount of 5% of the price of the Products the delivery of which has been delayed.

3.11      Except in case of fraud or gross negligence and what is provided in clause 7.2, the payment of the amounts indicated in clause 3.10 excludes any further compensation for damages arising out of non-delivery or delayed delivery of the Products.


4.         Prices


Unless otherwise agreed, prices are to be considered Ex Works, for Products packed according to the usages of the trade with respect to the agreed transport means. Any and all additional charges, such as, but not limited to, freight charges, insurance premiums, fees for export, transit, import and other permits, as well as for certifications, shall be borne by the Buyer. Likewise, the Buyer shall bear any and all taxes, fees, levies, customs  duties and the like which are levied out of or in connection with the Contract, or shall refund them to the Supplier against adequate evidence in case the Supplier is liable for them.


2.         Payment


2.1        Except as otherwise agreed in writing by the Parties, payments ( collectively the Down Payment and the next instalments) must be made on the bank account indicated by the Supplier, unless specified otherwise, within 30 days from the date of invoice, by bank transfer. Each payment is deemed to be made when the respective sum is at the Supplier's disposal at its bank in Italy.

2.2        The Contract is denominated in Euros. In case payment by bill of exchange is agreed, the Buyer shall pay the cost of discounting of such bills, bill of exchange taxes and collection charges.

2.3        The dates of payment shall be also observed if transport, delivery, erection, commissioning or taking over of the supplies or services is delayed or prevented due to reasons beyond Supplier’s control, or if unimportant parts of the supplies are missing, or if post delivery work is to be carried out without the supplies being prevented from use.

2.4        The Contract shall enter into force at the moment of its signature by both Parties, provided that the Down Payment has been received by the Supplier. Should the Down Payment be made after the signature by both Parties, then the Contract shall have no force and effect unless the Down Payment is made and shall enter into force and effect at the time the Down Payment is made.

2.5        If the Down Payment or the contractually agreed securities are not provided in accordance with the terms of the Contract, the Supplier shall be entitled to adhere to or to terminate the Contract, and shall in both cases be entitled to claim damages and relevant interest.

2.6        If the Buyer, for any reason whatsoever, is in delay with a further payment, or if the Supplier is seriously concerned that it will not receive payments in total or in due time because of circumstances having taken place since entering into the contract, the Supplier, without being limited in its rights provided for by law, shall be entitled to refuse the further performance of the Contract and to retain the supplies ready for dispatch until new terms of payment and delivery will have been agreed and until the Supplier will have received satisfactory securities.

If such an agreement cannot be reached within a reasonable time, or in case the Supplier does not receive adequate securities, the Supplier shall be entitled to terminate the contract and to claim damages.

2.7        If the Buyer delays in the agreed terms of payment it shall be liable, without reminder, for interest with effect from the agreed date on which the payment was due without further warning, at the rate of 4 % above EURIBOR basic rate per three months. The right to claim further damages is reserved.

2.8        The Supplier reserves the right to adjust the prices in case the wage rates or the raw material prices vary between the submission of the Supplier and the contractually agreed performance. In addition, an appropriate price adjustment shall apply in the cases hereunder noted:

-                 the delivery time has been subsequently extended due to any reason stated in clause 3.4 or

-                 the nature or the scope of the agreed supplies or services has been changed, or

-                 the material or the execution has undergone changes because any documents furnished by the Buyer were not in conformity with the actual circumstances, or where incomplete.


3.         Retention of title


6.1        Except as otherwise provided by applicable rule of law, which rule of law is absolute and may not be varied by contract, title to the Products shall pass to the Buyer only when the Buyer has effected the payment in full of the price of the sale in question and any of any previous transaction between the Parties as well as payment of any delay interest which may be due. If the Products are sold and delivered to third parties before the transfer of title in the course of Buyer’s ordinary business relations with the latter, retention of title of Seller shall also apply to third parties unless otherwise provided for by law. Alternatively, Seller shall acquire all the Buyer’s credit towards third parties arising from such sales and payments effected in respect thereof or, where that is not permitted by law, such sums shall be retained by the Buyer as Seller’s trustee with an undertaking to transfer to Supplier title to the same credits or to pay such sums to Seller on request. The Products subject to retention of title shall be kept by the Buyer physically separated and labelled as property of the Seller. The Buyer shall inform third parties of the content of this clause before entering into any sale of Products subject to retention of title.


4.         Inspection, erection and start-up


4.1        The Buyer shall have the right, at Buyer’s sole cost and expense, to have its representatives inspect the Products during the manufacture, assembly, disassembly, packing and shipping of the Products during Supplier’s normal business hours and, in each case, upon reasonable written notice to Supplier, provided that said inspection do not disrupt the work of Supplier’s employees.

4.2        If, as a result of such inspections, the Buyer deems that some materials or some parts of the Products are faulty or not in compliance with the Performance Criteria (hereinafter the “Performance Criteria”) set out in the Contract, he shall notify his objections by writing stating reasons. In this case the Seller shall inspect the Products and if the Products do not meet the Performance Criteria or otherwise do not comply with the Contract, the Seller will promptly begin to correct any such non-compliance at Seller’s expense and again notify the Buyer. Provided these corrections cause a delay in the delivery, according to clause 3.10, the Buyer may request, after having summoned in writing the Supplier, a compensation for the damages actually suffered, within the maximum amount of 5% of the price of the Products the delivery of which has been delayed.

4.3        Prices are normally to be understood as not including erection and commissioning.

4.4        If erection and commissioning are agreed upon (included in the price or invoiced separately), the following shall apply:

a)          the Buyer shall supply the auxiliary personnel and auxiliary equipment for erection and commissioning at its own expense;

b)          the costs for the operation personnel during commissioning shall be borne by the Buyer;

c)          the Buyer shall be responsible for providing suitable foundations, buildings, lifting gear, skilled and other labour, water, power and effluent connections, raw materials and all other material, labour, services and facilities which are reasonably necessary for the installation, erection and commissioning;

d)          If erection and commissioning cannot be accomplished in one journey owing to circumstances for which the Supplier is not responsible, the additional costs thereby incurred shall be borne by the Buyer.

4.5        Within 10 days from the erection, the Buyer can require the commissioning (“Final Performance Test”) of the supply to verify its regular working. Such commissioning must be done anyway within 30 days from the erection.

4.6        After the testing with positive results or once elapsed the term without Buyer’s request of commissioning, or again once elapsed the term without the commissioning has not been executed for reasons not due to the Supplier, the supply is intended accepted by the Buyer.

4.7        In case the commissioning does not result satisfactory, according to the Performance Criteria, the Buyer shall give the Supplier the possibility to remedy as soon as possible the deficiencies as communicated in conformity with clause 7.2.

4.8        Should one or more remedies not be found within one hundred and eighty (180) days after commencement of the Final Performance Test due to no fault of the Buyer, then the Buyer may terminate this Agreement upon written notice to the Seller and the Seller shall refund to the Buyer the portion of the Purchase Price paid to date, it being understood that, without prejudice to the provisions of Article 10 below, the Seller’s aggregate liability to the Buyer for damages shall be limited to 5% (five percent) of the purchase price.

4.9        The carrying out of a taking-over test as well as laying down the conditions related thereto needs a special agreement and being written on the purchase Contract.

4.10      Deficiencies of any kind in supplies or services shall not entitle the Buyer to any rights and claims other than those expressly stipulated in clause 9 (guarantee, liability for defects).


5.         Performance guarantees


5.1        The Supplier hereby guarantees that the Products, once erected and started up in accordance with the Contract, will satisfy the Performance Criteria (“the Performance Criteria”) specified therein.

5.2        It shall be the responsibility of the Buyer to undertake the necessary adaptation in order to be able to manufacture the products using the equipment supplied by the Supplier. The Supplier shall assist the Buyer within the scope of the agreement concerning erection of the Products and commissioning.


6.         Warranties


6.1        The Supplier warrants and guarantees to the Buyer that (a) subject to the provisions of Article 6 above, title to the Products shall pass to the Buyer free of any liens or encumbrances and that (b) for a period of twelve (12) months from the date of the completion of the Final Performance Test (hereinafter the “Warranty Period”) the Products shall be free from defects in materials and workmanship (hereinafter the “After-sale Warranty”). Any manufacturing defects arising during this Warranty Period will be corrected by the Supplier at the Supplier’s cost, in accordance with the terms of this After-sale Warranty.

6.2        Any complaints or claims relating to packing, quantity, number or exterior features of the Products (external defects) must be notified to the Supplier, by registered letter with return receipt, within eight (8) days from receipt of the Products; failing such notification the Buyer's right to claim the above defects will be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) shall be notified to the Seller, by registered letter with return receipt, within twenty-one (21) days from discovery of the defects and in any case not later than twelve (12) months from delivery; failing such notification the Buyer's right to claim the above defects will be forfeited.

6.3        The Supplier shall repair or replace, in its sole discretion, any defective parts covered by the After-sale Warranty. The Supplier shall have the right to choose between delivery of replacement’s parts, repair at Buyer’s site, or repair at Supplier's workshop. Where the materials used by Supplier in manufacturing the Products have been manufactured by third parties and are themselves the subject of warranties by said third party manufacturers, the Supplier shall make available to the Buyer the same warranties made available to the Supplier by the third party manufacturers in lieu of the After-sale Warranty.

6.4        The Buyer acknowledges and agrees that the Supplier's warranty is expressly limited to manufacturing defects and the Warranty shall not extend to defects resulting from other causes, including, without limitation, defects caused in whole or in part by damage in transit, by improper use, handling or maintenance of the Products (unless such handling was directed or supervised  by the Supplier’s personnel) by any work done or any changes made to the Products by the Buyer or any third party without the Supplier’s prior written consent  or by ordinary wear and tear, nor shall the Warranty extend to works, repairs or replacements carried out by the Buyer, or by third parties, without the Seller's prior written consent in writing. This Warranty is exclusive and in lieu of any other warranty, whether written, oral or implied.

6.5        The Supplier does not warrant that the Products conform to special specifications or technical features or that they are suitable for particular usages except to the extent such characteristics have been expressly agreed upon in the Contract or in documents referred to for that purpose in the Contract.


7.         Limitation of liability


7.1        The Supplier's warranties, guarantees and liability under and in connection with the Contract are limited to those expressly set forth in the Contract and in the General Conditions. Except as provided expressly herein or by applicable rule of law, which rule of law is absolute and may not be varied by contract, the Supplier shall have no liability with respect to the Products. In no event shall the Supplier be liable for loss of profit, incidental or consequential damages, direct or indirect losses of any kind (including personal injury and damage to property) or for any loss or damage resulting from mere recommendations given to the Buyer by the Supplier. The Parties hereby acknowledge and agree that the Supplier's total liability arising out of and/or relating to the Contract (including but not limited to the Supplier’s liability for restitution of the Purchase Price in whole or in part) shall be limited, in all events, to the Purchase Price.

7.2        Except in case of fraud or gross negligence of the Supplier, the Supplier's only obligation in case of defects, lack of quality or non-conformity of the Products will be that of repairing or replacing the defective Products. It is agreed that the above mentioned guarantee (i.e.: the obligation to repair or replace the Products) is in lieu of any other legal guarantee or liability with the exclusion of any other Supplier's liability (whether contractual or non-contractual) which may anyhow arise out of or in relation with the Products supplied (e.g. compensation of damages, loss of profit, recall campaigns, etc.).


8.         Training and maintenance


8.1        At the Buyer's request the Supplier shall provide training courses for the Buyer's personnel on the use, maintenance and repair of the Products. All costs and expenses relating to the organization and holding of such courses shall be borne exclusively by the Buyer and the Supplier’s rate for such training courses shall be those currently charged by the Supplier for such activities at the time of the Buyer’s request.

8.2        At the Buyer's request during the Warranty Period, as defined in article 9.1 hereinabove, and over and above said After-sale Warranty the Supplier shall supply the Buyer with technical assistance in relation to the Products, at the rate currently charged by the Supplier for such services at the time of the Buyer's request. All reasonable travel and living expenses incurred by the Seller's personnel in providing technical assistance pursuant to this Article 11 shall be borne exclusively by the Buyer.


9.         Force Majeure and Hardship


9.1        Either Party shall have the right to suspend performance of his contractual obligations when such performance becomes impossible or unduly burdensome because of unforeseeable events beyond his control, such as strikes, boycotts, lock-outs, fires, war (either declared or not), civil war, riots, revolutions, requisitions, embargo, energy black-outs, delay in delivery of components or raw materials.

9.2        The Party wishing to make use of the present clause must promptly communicate in writing to the other party the occurrence and the end of such Force Majeure circumstances. Failure to give either notice makes the Party thus failing liable for damages and losses which otherwise could have been avoided.

9.3        Should the suspension due to Force Majeure last more than six (6) months, either Party shall have the right to terminate the Contract by a 10 days' written notice to the counterpart. In this case the Supplier shall be entitled to retain the portion of the Purchase Price already paid by the Buyer, by way of partial compensation for the expenses incurred by the Supplier in connection with the Contract.

9.4        If at any time during the term of the Contract a) continued performance by the Supplier of its obligations hereunder becomes excessively onerous due to an event been expected to have taken into account at the time of the signature of the Contract, and b) the Supplier could not reasonably have avoided or overcome said event or its consequences, the Parties shall, within thirty (30) days following written notice by the Supplier to the Buyer to that effect, negotiate alternative contractual terms in order to alleviate or mitigate the effects of such hardship. If the Parties are unable to reach an agreement as to said alternative contractual terms, the Supplier shall be entitled to terminate this Agreement and to retain the portion of the purchase price already paid by the Buyer, by way of partial compensation for the expenses incurred by the Supplier in connection with the Contract.


10.       Termination


10.1      Either Party shall be entitled to immediately terminate these General Conditions of sale, as well as any contract of sale of the Products which has not been performed, if the other party commits a material breach hereof.

10.2      In particular the Seller shall be entitled to terminate the Contract in the following cases: a) in the event the Buyer breaches any provision under articles n. 4, 5 above; b) in the event the Buyer becomes subject to insolvency or bankruptcy proceeding or liquidation proceeding, or its financial conditions reasonably allow the Seller to assume that the Buyer will become insolvent; c) in all the other situations set forth in the General Conditions.

10.3      The Buyer shall be entitled to terminate the Contract, other than the cases specified herein and in the Contract, in case the Supplier becomes bankrupt or insolvent.

10.4      If the Buyer ceases the Contract for any reason, he shall completely reimburse all the expenses and the costs made by the Seller and pay the Seller compensation for the loss of earnings based on the purchase price.

10.5      As defined in the letter b) of clause 13.2, in the event that the Buyer becomes insolvent or goes bankruptcy, the Seller has the right to cease the Contract and to get the reimbursement for all the expenses and the costs together with the loss of earnings.



11.       Jurisdiction and applicable law


11.1      The Contract shall be governed by and interpreted in accordance with the laws of Italy and, in particular, the United Nations Convention on contracts for the international sale of goods signed in Vienna on April 11, 1980.

11.2      Any and all disputes arising out of or relating to the Contract shall be settled by the courts of competent jurisdiction for the place in which the Supplier's principal place of business is located.

11.3      In the event of any dispute or disagreement arising out of, or in connection with, the Contract, which cannot be resolved pursuant to other provisions of the Contract or the General Conditions, the Parties agree to submit the matter, in the first instance to administered expertise proceedings in accordance with the Rules for Expertise of the International Chamber of Commerce.

11.4      Any such dispute or disagreement which has not been resolved through such administered Expertise proceedings shall, after the ICC Centre’s notification of the termination of the Expertise proceedings, be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with said Rules. The place of arbitration shall be Bologna - Italy. The language of arbitration shall be Italian. The arbitration award shall determine the Party or Parties required to pay the cost of arbitration. Any such decision shall be final and binding upon the Parties and may be entered as a final judgment in the jurisdiction of domicile of either Party or any jurisdiction in which such Party has assets.


12.       Miscellaneous


12.1      Neither Party shall assign any right or delegate any obligation arising out of the Contract without the other Party’s prior written consent.

12.2      The Contract, together with the General Conditions, is the entire Agreement of the Parties hereto with respect to the subject matter hereof, and supersedes all other prior oral and written agreements and all prior correspondence in respect of the subject matter hereof.

12.3      The Contract and the General Conditions are written and signed in the English and in the Italian version. Both versions are equally valid but in case of conflict the Italian version prevails.

12.4      Any amendments to the Contract or to the General Conditions shall be valid only if made in writing, signed by the duly authorized representatives of both Parties and marked explicitly as amendments to the Contract or to the General Conditions.

12.5      The invalidity or unenforceability of any provision of the Contract or of the General Conditions shall not affect the validity and/or enforceability of the remainder of the Contract or of the General Conditions.

12.6      Should either party fail to take any action or assert any right hereunder, such acquiescence shall not be interpreted as a waiver to take any action or assert any right in the future.