Purchase conditions

GENERAL TERMS AND CONDITIONS OF SALE


1) INTRODUCTION
1.1. For the interpretation of these General Terms and Conditions of Sale, the following terms have the meanings set out
below: “Day(s)”: means weekdays in Italy, excluding Saturday, Sunday and official holidays. “Machine(s)” means the
subject of the quotation issued by Marchesini Group S.p.A. Without limitation, the term may refer to automatic “Standalone
Machine” or to a group of automatic machines or “Line(s)” manufactured by Marchesini Group S.p.A. in
compliance with Directive 2006/42/EC and other relevant Regulations and Directives. The term “Machine(s)” may refer
to “Standard Machine(s)” or “Special Machine(s)”, meaning respectively machines in the Marchesini Group S.p.A.
sales catalogue and machines developed or adapted to meet the specific Customer requirements. The term “Machine(s)”
includes machine size parts, equipment, accessories and the devices listed/specified in the quotation issued by
Marchesini Group S.p.A. “Parties” means Marchesini Group S.p.A. and the Customer receiving the quotation.
1.2. The General and Special Terms and Conditions of Sale are an integral part of the quotation and replace any
previous negotiation, agreement, verbal or written understanding, term, condition, commercial practice or discussion
between Marchesini Group S.p.A. and the Customer on the subject. If there is an existing formal agreement between the
Parties (either an individual or group or framework agreement) which is still valid, Marchesini Group S.p.A. may
decide not to apply its General and Special Terms and Conditions of Sale.
1.3. The Parties mutually establish and agree that the Marchesini Group S.p.A. General and Special Terms and
Conditions of Sale shall remain fully valid and effective irrespective of any different term or condition set out in the
order or subsequent documents issued by the Customer which might, wholly or partly, conflict with the Marchesini
Group S.p.A. General and Special Terms and Conditions of Sale.
1.4. The General and Special Terms and Conditions of Sale cannot be waived, replaced or amended in any way, wholly
or in part, without the written acceptance of a person duly authorized by Marchesini Group S.p.A. The Parties agree that
silence by Marchesini Group S.p.A. shall not be deemed acceptance of different terms or conditions put forward
verbally and/or in writing by the Customer. Contractual documents governing sales shall prevail in the following
order: (1) Technical Order Confirmation; (2) Order Confirmation; (3) Quotation; (4) Special Terms and
Conditions of Sale; (5) General Terms and Conditions of Sale; (6) Order.


2) QUOTATION AND ORDER CONFIRMATION
2.1. Without limitation, the quotation including commercial, technical and financial documents, sent by Marchesini
Group S.p.A. to the Customer with the General and Special Terms and Conditions of Sale, is valid for a period of sixty
(60) days from the date of issue, unless Marchesini Group S.p.A. extends the validity by notifying the Customer of this
in writing. Quotations are not binding on Marchesini Group S.p.A. and are merely an invitation to the Customer to place
an order. If samples are not available at the time of the quotation, if necessary, Marchesini Group S.p.A. shall have the
right to revise its quotation upon receiving the samples.
2.2. Orders shall be sent to Marchesini Group S.p.A. in writing. No verbal orders shall be accepted. Without prejudice
to article 3) below, the issuing of an Order Confirmation by Marchesini Group S.p.A. signifies that the quotation and
Marchesini Group S.p.A. General and Special Terms and Conditions of Sale have been accepted irrevocably and
unconditionally by the Customer who, consequently, waives its own General and Special Terms and Conditions and
similar documents relating to the purchase of the Machines. Orders must be drawn up precisely and completely in
compliance with the quotation and the Marchesini Group S.p.A. General and Special Terms and Conditions of Sale.
2.3. Orders are not accepted and are not binding on Marchesini Group S.p.A. until an Order Confirmation and
a Technical Order Confirmation have been issued and the advance payment has been received. The Order
Confirmation and the Technical Order Confirmation automatically invalidate any clause in the Customer order
or other Customer document that is incompatible with them.
3) TECHNICAL RESERVATIONS
3.1. Upon issuing the Order Confirmation, Marchesini Group S.p.A. reserves the right to carry out an in-depth technical
study of the project after examining the final technical specifications and the samples of products to be processed. This
study may give rise to technical reservations which require additions, deletions, revisions or modifications to the order
concerning, without limitation, technical specifications, samples, product drawings, project planning and performance
tests for the Machines.
3.2. Technical reservations shall be deemed to have been accepted ten (10) days after the Customer has been notified of
them, if no written objection is received. If an objection is received, the Parties shall cooperate and negotiate an
agreement in good faith. If the technical reservations involve an increase in price or a delay in the shipment and/or
delivery date, the Parties shall take the necessary steps. Technical reservations will be lifted and form new
specifications in the Technical Order Confirmation.
4) PRICES
4.1. Prices are ex-works head-office of Marchesini Group S.p.A. (EXW-Incoterms 2010), unless otherwise agreed.
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GENERAL TERMS AND CONDITIONS OF SALE
4.2. Prices do not include transport, packing, testing, validation, installation, the cost of personnel and technicians,
training of Customer personnel or any costs for installation of machines and equipment manufactured by third parties.
Prices exclude VAT and taxes, duties, levies, tariffs and other charges of any kind relating to the Machines.
4.3. Marchesini Group S.p.A. reserves the right, at any time before shipment of the Machines, to revise the prices in
light of increased costs relating to: (i) any request by the Customer to suspend and/or modify the shipment and/or
delivery dates, the quantity or type of Machines ordered; (ii) any delay due to lack of suitable or correct information or
instructions from the Customer; (iii) lifting of technical reservations; (iv) any other circumstance beyond the control of
Marchesini Group S.p.A.
4.4. Size parts, additional equipment, upgrades and retrofits, modifications, spare parts or similar items ordered after
shipment of the Machines shall be considered additional to the sale and therefore shall be quoted and delivered in
compliance with Marchesini Group S.p.A. General and Special After-Sales Conditions.
5) PAYMENTS AND INVOICING
5.1. All payments must be made within thirty (30) days after the date on the invoice, unless otherwise agreed in writing
by the Parties. The Customer must report any disputes regarding invoice amounts to Marchesini Group S.p.A. within
fifteen (15) days of receipt of the invoice. If no amounts are disputed by that time, the invoice shall be considered
accepted by the Customer.
5.2. All invoices are issued in Euros and no other currency shall be accepted.
5.3. It is explicitly agreed by the Parties that if the Customer fails to promptly pay any amount owed, Marchesini Group
S.p.A. shall be entitled to: (i) demand immediate payment of all sums owed up to that time; (ii) require payment of
interest on arrears in the amount specified in Legislative Decree No. 231/2002 automatically applicable to the amount
owed; (iii) immediately suspend deliveries and/or terminate the sale giving the Customer seven (7) working days’
notice.
5.4. Payments shall be made by bank transfer. In all cases, all methods of payment otherwise agreed shall be deemed to
have been made only when the sums have been credited to the current account of Marchesini Group S.p.A.
5.5. Should the Parties agree that one or more payments shall be made by letter of credit (hereinafter L/C), the Customer
shall obtain an irrevocable letter of credit, able to be confirmed and extended, issued no later than ninety (90) days
before the scheduled date for the F.A.T. or other date agreed by the Parties, with payment “at sight” against presentation
of the shipping documents, allowing for partial deliveries/uses and trans-shipment. The L/C shall be issued in favour of
Marchesini Group S.p.A. by a leading international bank accepted by Marchesini Group S.p.A. and subject to the most
recent version of the Uniform Customs and Practice for Documentary Credits published by the International Chamber
of Commerce. The L/C shall be valid for the necessary period for the presentation of the last document specified in it
and, if necessary, at the request of Marchesini Group S.p.A. the period of validity shall be extended. If, for full or partial
payment of the L/C, the documentation to be submitted to the bank includes an “S.A.T.” certificate or equivalent
document, the L/C shall specify - alternatively - that payment shall be made no later than ninety (90) days from
shipment. If, for full or partial payment of the L/C, the documentation to be submitted to the bank includes a bank
guarantee, it shall be valid for no more than eighteen (18) months after the shipment date.
5.6. The Customer shall not offset any amounts receivable against amounts payable or raise disputes against Marchesini
Group S.p.A. in an attempt to justify failure to pay all or part of any amounts owed.


6) TEST MATERIALS
6.1. At the agreed dates, the Customer shall provide test materials of suitable quality for processing in the Machines, in
the agreed quantities. Test materials shall be accompanied by technical data sheets setting out chemical composition and
shall comply with the relevant regulations governing health and hygiene in Italy and the European Union.
6.2. Test materials must reach the Marchesini Group S.p.A. factories, carriage paid by the Customer, at least three (3)
months before the scheduled F.A.T. date for stand-alone machine order and at least five (5) months before the
scheduled F.A.T. date for orders for machine lines. The Customer will be charged for any costs incurred by Marchesini
Group S.p.A. in receiving test materials.
6.3. Marchesini Group S.p.A. shall not be liable for violation of the shipment and/or delivery terms where the Customer
fails to provide test materials or provides non-conforming test materials, either in terms of quality and/or quantity
regarding the specifications. The Customer also agrees that any delay in providing test materials may seriously impact
on the shipment and/or delivery date and shall not make any claims with regard to this.
6.4. The test materials received will be tested by Marchesini Group S.p.A. and if non-conforming shall be rejected and
the Customer notified. After completing internal testing and the F.A.T., test materials shall be returned at the
Customer's expense. Where the Parties agree that waste shall be disposed of by Marchesini Group S.p.A., test materials
shall be disposed of as “waste” according to European directives and at the Customer’s expense.
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GENERAL TERMS AND CONDITIONS OF SALE
6.5. The reconciliation of test materials and transport/shipping documents issued by the Customer is not envisaged. If
specified by the Customer in the order, Marchesini Group S.p.A. may simply provide the Customer with a copy of the
documents received from the company appointed for disposal of the waste, specifying for each EWC the “unit of
weight”. The Customer bears sole responsibility for reconciliation of EWC and the corresponding “units of weight”
with the transport/shipping documents received by Marchesini Group S.p.A.


7) FACTORY ACCEPTANCE TEST (F.A.T.)
7.1. The F.A.T. is the testing of Machines at the Marchesini Group S.p.A. factories. The F.A.T. procedure is agreed by
the Parties on the basis of a series of approved protocols. Should the Parties fail to agree the F.A.T. procedure or should
the Customer not require an F.A.T., Marchesini Group S.p.A. shall meet its obligations by carrying out its standard
internal test procedures. The costs involved for Customer personnel to attend the F.A.T. shall be borne by the Customer.
7.2. The F.A.T. shall be deemed to have been accepted and successfully passed if the Customer is present and raises no
technical reservations or raises technical reservations that are not fundamental for the functioning of the Machines
(hereafter also referred to as “F.A.T. Reservations”). At the end of testing, the Parties sign the “F.A.T. Report” using the
form provided by Marchesini Group S.p.A., specifying the schedule and method to be used to overcome any “F.A.T.
Reservations”. The F.A.T. shall also be considered accepted and passed if the Customer decides not to attend and
Marchesini Group S.p.A. finds no irregularities in the Machine tests according to its internal testing reports.
7.3. Should the F.A.T. procedure have a negative outcome, Marchesini Group S.p.A. shall adopt every means necessary
to enable the Machines to pass the F.A.T. Should the repeat F.A.T. require substantial modifications to the Machines,
the new F.A.T. shall be carried out after these have been applied. In all of the above cases, it is agreed that the shipment
and/or delivery dates shall be postponed by Marchesini Group S.p.A. for the time required to carry out further internal
test procedures and a new F.A.T.
7.4. The Parties agree that the Customer may raise “F.A.T. Reservations” and/or not accept the outcome of the F.A.T.
solely on the basis of the specific parameters agreed by the Parties. If there are no parameters present and/or agreed by
the Parties, these shall be decided as Marchesini Group S.p.A. sees fit. The Parties shall carry out specific tests to
demonstrate that the Machines comply with the above parameters. Assessments of the above shall be made by
Marchesini Group S.p.A. technical personnel and the Customer shall not raise objections.
7.5. Pursuant to the above articles, a successfully passed F.A.T., even in the event of technical reservations which are
not of fundamental for good operation of the Machines, shall mean the Customer accepts the Machines, and Marchesini
Group S.p.A. shall continue to meet its obligations, including - without limitation - delivery, the S.A.T. and the
obligations arising from the guarantee.
7.6. Should the Customer request further tests not previously agreed, Marchesini Group S.p.A. shall charge the
Customer for the additional costs of these tests and may postpone the shipment and/or delivery date.


8) DELIVERY TERMS (DELIVERY, PACKAGING, SHIPMENT, TRANSPORT, INSURANCE AND
CUSTOMS DUTIES)

8.1. Unless otherwise agreed by the Parties in the Order Confirmation, delivery shall be EX WORKS (Incoterms 2010
version) and therefore:
(i) the Customer shall promptly notify Marchesini Group S.p.A. of how it intends to take delivery of the Machines. In
the event of a delay in collecting the Machines, they will temporarily be placed in storage at Marchesini Group S.p.A.
premises at the expense and risk of the Customer and all additional costs relating to the delay shall be borne by the
Customer.
(ii) Marchesini Group S.p.A. shall package the Machines appropriately for the destination and the chosen transport
vehicle, unless the Customer indicates special packaging requirements at least twenty (20) days before the shipping
date. The Customer will be charged for special packaging. Packaging shall be suitably marked.
(iii) The Parties may agree to shipment and/or transport of Machines being handled by Marchesini Group S.p.A. but at
the risk and expense of the Customer. Specifically: (a) Marchesini Group S.p.A. will organize the shipping/transport
according to standard practice in the sector and the cost of shipment/transport will be included in the price; (b) although
the loading and unloading of Machines onto/from the forwarding agent/transport company vehicle may be done by
Marchesini Group S.p.A., it shall be at the risk and expense of the Customer; (c) the forwarding agent/transport
company acts in the name and on behalf of the Customer even where it has received specific instructions from
Marchesini Group S.p.A. and hence (d) Marchesini Group S.p.A. delivery obligations are completed and transportation
risks pass to the Customer at the moment the Machines are placed at the disposal of the forwarding agent/transport
company; (e) where Marchesini Group S.p.A. withholds documents representing the goods - both in the case of
payment by L/C and for other reasons - this does not alter the transfer of risks as specified in this article.
(iv) Insurance costs for the Machines are to be borne by the Customer who is therefore solely liable for all losses and
damage.
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GENERAL TERMS AND CONDITIONS OF SALE
8.2. Irrespective of the agreed delivery terms, Marchesini Group S.p.A. shall carry out the Customs formalities for the
export of the Machines and shall obtain the required documents, and the Customer shall pay the import duties arising
and obtain all import permits and official authorizations, also bearing the cost and carrying out the customs formalities
for the country of destination of the Machines and any transit countries.


9) DELIVERY DATE
9.1. The date indicated by Marchesini Group S.p.A. for delivery of the Machines is not binding and shall be confirmed
only after receipt of the order. The delivery date may be changed by Marchesini Group S.p.A. after discussing and
lifting of technical reservations.
9.2. Marchesini Group S.p.A. compliance with the delivery date requires the Customer to meet all of its obligations,
including without exception: (i) sending the required documents (i.e.: U.R.S.) which must be countersigned by
Marchesini Group S.p.A. in acceptance and all the other information required to start production of the Machines; (ii)
Marchesini Group S.p.A. receipt of the test materials as set out in article 6 above; (iii) compliance with all payments
due up to that moment; (iv) the prompt issue of the L/C, if stipulated; (v) compliance with the requirement for good
faith cooperation by the Customer pursuant to article 20.3 below.
9.3. Should the Customer raise technical questions after the Order Confirmation, Marchesini Group S.p.A. may change
the shipment and/or delivery date as it sees fit, in line with its own internal production schedules. The Customer hereby
waives any claims in relation to the above.
9.4. Partial deliveries are allowed if in line with the nature of the sale.


10) SITE ACCEPTANCE TEST (S.A.T.)
10.1. The S.A.T. procedure comprises carrying out the activities required to ensure correct installation and start-up of
the Machines. The Customer shall promptly notify Marchesini Group S.p.A. of the date scheduled for the S.A.T which
shall be carried out within three (3) months after shipment of Machines, unless otherwise agreed by the Parties. All the
expenses not specified in the quotation for reasons not attributable to Marchesini Group S.p.A. shall be invoiced to the
Customer after carrying out the S.A.T. at the rates applicable at the time.
10.2. The Customer shall unpack the Machines and position them on site. Connecting the Machines to the line and
starting them up for the S.A.T. shall be carried out by personnel authorized by Marchesini Group S.p.A. Provision of
utilities close to the Machines is the task of the Customer, who shall guarantee that the S.A.T. procedure is carried out
on a site that complies with health and safety standards applicable in Italy and the European Union and that the
environmental conditions are suitable for the installation and start-up of the Machines, including, without limitation: the
integrity of the location, electricity supplies, connections to utilities, the right temperature and humidity, etc. Failing the
above, use of the Machines shall be at the Customer’s risk and Marchesini Group S.p.A. shall not be liable for
breakdowns or faults, or for damage or injury to the Customer or third parties. Violation of this article shall lead to the
renegotiation of the guarantee terms as set out in article 12 below.
10.3. The S.A.T. procedure shall be deemed to have been passed and accepted when the Customer signs the “S.A.T.
Acceptance Certificate”. By accepting the S.A.T. procedure, the guarantee period shall begin and any related payments
shall become due.
10.4. Where the “S.A.T. Acceptance Certificate” contains Customer reservations (hereinafter “S.A.T. Reservations”),
Marchesini Group S.p.A. shall notify the Customer of the schedule and methods for technical action to overcome these
reservations. Three (3) months after Marchesini Group S.p.A. notified the Customer of readiness to carry out the
technical work, if it is not possible to do or complete the work for reasons not attributable to Marchesini Group S.p.A.
the Parties shall consider the “S.A.T. Reservations” overcome and the S.A.T. accepted. The Customer shall not
complain about defects or malfunctions other than those specified in the “S.A.T. Acceptance Certificate” and any
unrelated claim shall be null and void.
10.5. The Parties agree that the Customer may raise “S.A.T. Reservations” and/or not accept the outcome of the S.A.T.
solely on the basis of the specific parameters agreed by the Parties before carrying out the F.A.T. If these parameters are
not present and/or were not agreed, the parameters used for the acceptance of the F.A.T. shall apply.
10.6. If the quality of the materials used during the S.A.T. procedure differs from the quality of the materials used in the
F.A.T. procedure, Marchesini Group S.p.A. shall not be liable for any malfunctioning of the Machines and the
guarantee shall not apply. Any costs incurred to carry out subsequent modifications to the Machines to enable them to
function with different materials shall be borne by the Customer.
10.7. If the Customer requires further activities to be carried out (such as, among others, IQ/OQ tests), not previously
agreed, Marchesini Group S.p.A. may agree to carry out these activities as it sees fit and, if so, will charge the Customer
for all additional costs.
10.8. The Machines can be used by the Customer only after the signature of the S.A.T Acceptance Certificate or, if the
S.A.T. has not been ordered, on condition that the Customer has signed the F.A.T. Report. In the event of a violation of
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GENERAL TERMS AND CONDITIONS OF SALE
this article, the use of the Machines will be at the Customer sole risk not assuming Marchesini Group S.p.A. any
responsibility. Violation of this article shall lead to the renegotiation of the guarantee terms as set out in article 12
below.


11) RETENTION OF TITLE
11.1. The title to the Machines remains vested in Marchesini Group S.p.A. until the purchase price has been paid in full.
The Customer shall not sell, mortgage, pledge or otherwise encumber the Machines, whose title remains vested in
Marchesini Group S.p.A. until the purchase price has been paid in full.
11.2. If requested, the Customer shall insure the Machines and make Marchesini Group S.p.A. the beneficiary of the
policy. The Customer shall provide Marchesini Group S.p.A. with an insurance certificate issued by a leading insurance
company, authorized to operate in the territory where the Machines are to be installed, insuring them against losses of
any kind, including third party liability, employers’ liability insurance and product liability for the amount of the sales
price of the Machine increased by thirty (30) percent.


12) GUARANTEE
12.1. The guarantee period is 1800 working hours for the Machines or a maximum of twelve (12) months from the date
of the “S.A.T. Acceptance Certificate” as signed by the Customer, whichever is first, and this period shall be for no
longer than fifteen (15) months from the shipment date.
12.2. The guarantee period shall begin on the date when the Customer signs the “S.A.T. Acceptance Certificate”. If the
S.A.T. is not ordered, the guarantee period shall begin one (1) month after shipment of the Machine, if inside the
European Union or three (3) months after shipment of the Machine if outside the European Union. If the S.A.T. is not
ordered, the guarantee shall apply provided the Customer signed the “F.A.T. Report” at the end of the F.A.T. procedure.
The guarantee period even begins where “S.A.T. Reservations” are not fundamental for good operation of the Machine,
as set out in articles 10.4 and 10.5 above, and where Customer starts using the Machine.
12.3. Marchesini Group S.p.A. guarantees that the Machines are free of faults and defects which make them unsuitable
for the intended use and which diminish their value. Marchesini Group S.p.A. does not have the obligation to act under
the guarantee if during the guarantee period the Machines were not started up or stopped functioning or failed to reach
the expected performance levels, due to: (i) normal wear and tear; (ii) tampering, repairs or replacements by the
Customer not authorized by Marchesini Group S.p.A. (iii) damage caused by negligence or improper use of the
Machines by the Customer; (iv) storage of the Machines in locations with unsuitable environmental conditions.
Application of the guarantee shall be subject to the Customer’s strict compliance with article 13 below.
12.4. The guarantee is binding on Marchesini Group S.p.A. which shall restore the Machines to their normal working
conditions, even using third parties, provided the report of faults and/or defects is promptly sent to Marchesini Group
S.p.A. in writing within eight (8) days of discovering them.
12.5. The guarantee covers the replacement of parts deemed defective by Marchesini Group S.p.A., including the cost
of transport but excluding the cost of labour for which the Customer will be invoiced at the rates applicable at that time.
Repairs shall be carried out on site, where the Machines are installed. Marchesini Group S.p.A. may, at its own
discretion, request that defective parts which need to be replaced be sent to its factories by the Customer. Marchesini
Group S.p.A. is also obliged to disassemble and reinstall defective parts if specific skill is required but, if this is not the
case, shall be deemed to have met its obligations by shipping the repaired parts or replacements to the Customer.
12.6. Regarding commercial accessories (Machine components not produced directly by Marchesini Group S.p.A.) and
the Machines supplied by Marchesini Group S.p.A. but manufactured by third parties, the guarantee shall be limited to
the guarantee provided to Marchesini Group S.p.A. by the manufacturers of the components/machines. Where the
Customer has requested the integration in a line of machines purchased from a third party supplier and not included in
the quotation, Marchesini Group S.p.A. shall not be liable for any technical problems and shall not provide any
guarantee for the machines of the third party supplier, and shall simply integrate those machines in the line and
coordinate their functioning.
12.7. All the mechanical engineering components designed and owned by Marchesini Group S.p.A. are identified and
maintained in such a way that they can be continuously monitored and replicated over time. All commercial,
mechanical engineering, pneumatic, hydraulic, electrical and electronic components not designed or produced by
Marchesini Group S.p.A. are identified and traceable and, if no longer available on the market, can be replaced with an
interchangeable component identified by Marchesini Group S.p.A. or, failing this, Marchesini Group S.p.A. shall
endeavour to provide an alternative solution to the Customer. Marchesini Group S.p.A. shall integrate technical
documentation relating to the Machines and, where requested by the Customer, shall provide all the information,
procedures and documents required for (re)validation purposes, to be carried out in compliance with Change-Control
criteria. At the end of the guarantee period, all components shall be supplied against payment in compliance with the
Marchesini Group S.p.A. General and Special “After Sales” Terms and Conditions.
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GENERAL TERMS AND CONDITIONS OF SALE
12.8. In all cases, the Marchesini Group S.p.A. guarantee applies only if the Customer has met its payment obligations
and paid all amounts due up to the moment when the guarantee is invoked.


13) MARCHESINI GROUP S.P.A. EXEMPTION FROM LIABILITY
13.1. The Machines manufactured by Marchesini Group S.p.A. are covered by the guarantee set out in article 12 above,
therefore, any modification of software and hardware carried out by the user, without explicit written authorization from
Marchesini Group S.p.A. shall void the Machine guarantee and, where relevant, the “EC Declaration of Conformity”,
relieving Marchesini Group S.p.A. of any liability for damage caused by a defective product: in particular when
modifications are made to safety devices.
13.2. The guarantee shall also be voided if the Customer makes use of/installs non-original spare parts or spare parts
that are not recommended by Marchesini Group S.p.A. specifically for the parts indicated as “Safety Components” and
if it uses materials different from or with a different quality from the materials provided for the tests, the F.A.T. and/or
the S.A.T.
13.3. Marchesini Group S.p.A. shall also be relieved of all liability if the user fails to comply with the instructions in the
machine preventive maintenance manual and shall not be liable for any malfunctions or faults.
13.4. Repairs, replacements and/or extraordinary maintenance shall be carried out exclusively by Marchesini Group
S.p.A. and its authorized personnel.
13.5. The Machines must be installed according to the lay-out and technical documentation provided by Marchesini
Group S.p.A. in an environment that affords sufficient operational space for operating, adjusting and maintaining the
Machines. Marchesini Group S.p.A. shall not be liable if the Customer fails to comply with the above provisions or if
the Customer makes a request which does not comply with them.


14) LIMITATION OF AND EXEMPTION FROM LIABILITY. PAYMENT OF DAMAGES
14.1. The Parties are liable exclusively for the damage immediately and directly arising from the violation of their
respective contractual obligations. No payment shall be due for damage that a Party has contributed towards or which
could have been avoided by exercising due diligence.
14.2. The Parties declare that they have carried out a careful risk assessment and that any application for damages shall
be limited to damage that could have been foreseen at the time of the order confirmation and, therefore, unforeseeable
damage shall not be subject to payment of compensation including, among other things, compensation for loss in
production, loss of profits, missed opportunities and the damages and expenses incurred in relation to claims brought by
third parties, and any other claims for non-financial compensation arising from non-fulfilment or similar failures are
excluded. Similarly, where the governing law is not Italian law, the Parties shall not be liable either contractually or for
any non-contractual reason, or in relation to any other responsibility, and hence waive any claims for indirect,
incidental, special, consequential or punitive damages or other form of damages for economic or financial loss arising
from or in any way related to the sale. The Parties agree that any claim for damages shall not exceed the value of the
Machine involved in the alleged violation, without prejudice to article 14.3 below. The Parties explicitly declare that
this article is essential in nature.
14.3. No liability of the Parties shall be excluded or limited in the event of: (i) wilful misconduct or gross negligence;
(ii) violation of public policy regulations or (iii) injury to people.


15) INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
15.1. All intellectual and industrial property rights and entitlements regarding the Machines created or developed by
Marchesini Group S.p.A. including those relating to patents, models, utilities, trademarks, designs, copyright, software,
technical and preparatory drawings, technical specification, concept, method, process, prototype, mould or any other
item which is corporate know-how, are and shall remain the exclusive property of Marchesini Group S.p.A. (hereinafter
“intellectual and industrial property rights”) and the Customer shall not make any claims in regard to these rights for
any reason.
15.2. If the Customer comes into possession of any information about third party violation of the intellectual and
industrial property rights of Marchesini Group S.p.A., it shall promptly notify Marchesini Group S.p.A. which, at its
own discretion, may take legal action against the parties committing the violations.


16) CONFIDENTIALITY
16.1. The Parties shall treat as strictly confidential all information that comes into their possession of a commercial
and/or technical nature, whether written or verbal, relating to Marchesini Group S.p.A. or the Customer, that is revealed
during negotiations or the sale and, therefore, shall (i) not divulge this information to third parties without the prior
written consent of the other Party; (ii) not use this information for any purposes other than the sale.
16.2. The confidentiality requirement shall not apply to any information that: (i) is currently in the public domain or
subsequently enters the public domain for reasons not attributable to the Party which received the confidential
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GENERAL TERMS AND CONDITIONS OF SALE
information; (ii) is already lawfully held by the Party to which the confidential information is revealed; (iii) is
subsequently revealed to third parties without imposing any restriction on its dissemination.
16.3. Parties do not commit any violation of the confidentiality requirement where they must reveal the confidential
information about the other Party to authorities or public bodies, including, without restriction, government bodies and
judicial authorities, to the extent required by law, on condition, however, that the Party receiving the request promptly
notifies the other Party and makes every reasonable effort to restrict the use of the confidential information provided
solely to the purpose for which the information was divulged.
16.4. The confidentiality obligation shall remain for three (3) years after acceptance of the S.A.T.


17) SUSPENSION OF THE SALE
17.1. Should the Customer fail wholly or partially to meet its payment obligations for the Machines or fail to meet other
obligations, Marchesini Group S.p.A. may suspend the sale without prejudice to any other legal remedy available to it.
In such a case Marchesini Group S.p.A. may set a new shipment and/or delivery date according to its internal
production schedule.
17.2. The Customer may ask to postpone the shipment and/or delivery of the Machines after the successful F.A.T. for
up to thirty (30) days. The Customer shall reimburse Marchesini Group S.p.A. for any warehousing costs. In this case,
invoicing linked to the F.A.T. shall not be linked to the shipment and/or delivery date but only to acceptance of the
F.A.T.


18) TERMINATION AND WITHDRAWAL
18.1. Marchesini Group S.p.A. may immediately terminate the sale or interrupt its execution by simply notifying the
Customer in writing in the case of one or more of the following events:
i) Customer bankruptcy, insolvency, a creditors arrangement, liquidation, winding up the company or financial
difficulties; (ii) where the payment terms have not been met by the Customer; (iii) for Customer delays in requesting the
issue of the L/C compared to the agreed date; (iv) Customer request to extend suspension of production beyond the
thirty (30) days specified in article 17.2 above.
18.2. In the event of application of article 18.1 above, any payment already made by the Customer as a down payment
shall be withheld by Marchesini Group S.p.A. without prejudice to any other legal remedy available to it, including
compensation for damage.
18.3. The Customer may exercise its right to withdraw from the agreement only after explicit written acceptance from
Marchesini Group S.p.A. and after agreeing a lump sum indemnity calculated on the basis of two parameters: (i) the
value of the sale, and (ii) the time that has elapsed since receipt of the order. In general terms, the lump sum indemnity
to be applied shall be: (i) from 10% to 45% of the value of the sale, if cancellation is within three (3) months of receipt
of the order; (ii) over 45% of the value of the sale, if cancellation is three (3) or more months after receipt of the order.


19) FORCE MAJEURE
19.1. Neither Party shall be liable for failure to meet its contractual obligations if this failure is due to circumstances
beyond their reasonable control, and which were unforeseeable at the time of the order confirmation and could not have
been controlled, avoided or overcome by the Party involved. Therefore, neither Party may claim damages in the event
of force majeure, including, without limitation, natural disaster, flood, fire, explosion, war, insurrection, strike action,
incidents involving the Machines or the work force, equipment or materials, transport problems or breakdowns,
government action or orders, the introduction of restrictive legislation or limitations and any other unforeseeable or
unavoidable event.
19.2. The Party unable to meet its contractual obligations due to force majeure shall notify the other Party in writing
reasonably promptly, no later than seven (7) days after the event, providing written evidence, where appropriate issued
by a relevant authority, and shall, wholly or in part, be exonerated from its responsibilities in light of the impact of the
force majeure event. The Party involved in the force majeure event shall make every reasonable effort to mitigate the
negative effects of the event. Subsequently, the Parties shall discuss the best way to overcome the delay or interruption
caused by the event and shall agree the measures that need to be adopted. In the case of delays, the delivery shall be
postponed for a period of at least the duration of the force majeure event. If the force majeure period lasts for more than
ten (10) weeks, the Parties shall negotiate whether to continue with or terminate the sale.


20) COMPLIANCE WITH LEGISLATION AND REGULATIONS
20.1. Marchesini Group S.p.A. declares that all of its Machines at the time of their manufacture comply with current
regulations in Italy and the European Union. Specifically, the Machines are manufactured in compliance with Directive
2006/42/EC and subsequent amendments, including, without limitation, the provisions regarding the essential health
and safety requirements for the design and construction of the Machines, their placing on the market, putting into
service, the procedures for assessing compliance, CE mark, the specific measures for managing potentially dangerous
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GENERAL TERMS AND CONDITIONS OF SALE
machinery, installation manuals, operating and maintenance manuals and other specific measures (noise levels,
electrical specifications, etc.).
20.2. Pursuant to article 13 above, all the safety solutions and technological solutions adopted by Marchesini Group
S.p.A. to ensure compliance with current regulations, refer to the Machines as described and shown in the lay-outs
attached to the instruction manuals supplied by Marchesini Group S.p.A. Consequently, any action by the Customer or
by third parties modifying the configuration of the Machines shall automatically exempt Marchesini Group S.p.A. from
all liability and the CE mark shall no longer apply.
20.3. If the country where the Machines are to be installed is outside the European Union or the Schengen Area, the
Customer shall cooperate in good faith with Marchesini Group S.p.A. in order to ensure compliance with all legislation
and regulations in the country, including without exception bans, permit obligations, restrictions on sales quotas, public
certificates, environmental and health regulations, specific technical or voltage requirements, customs duties, labelling
and packaging requirements. Any delay in providing this information may considerably impact on the shipment and/or
delivery date.
20.4. Any decision to deny the export of the Machines or other measure that may restrict or prohibit the export by
Marchesini Group S.p.A. from Italy or from any other country in the European Union issued by the Italian and/or
competent European Authorities against Marchesini Group S.p.A. for reasons not attributable to Marchesini Group
S.p.A. (i.e.: Machines stopped by Customs) may lead to suspension and/or termination of the sale and shall exempt
Marchesini Group S.p.A. from any liability, including for damages. The Customer declares that it is aware of European
legislation governing the transfer of “dual use” technology and expressly acknowledges that Marchesini Group S.p.A.
has the right to suspend and, if necessary, terminate the sale in light of a denial or ban by the Public Authority.
20.5. The Customer provides assurances and guarantees that the purchase of Machines is exclusively for civilian
purposes and any other type of use is strictly excluded. The Customer agrees, if legally required, to sign an “End-Use
Statement / End-Use Certificate”.


21) MISCELLANEOUS
21.1. These General and Special Terms and Conditions of Sale supersede and replace all prior agreements, whether
written or verbal, between the Parties in relation to the subject. Any addition to these General and Special Terms and
Conditions of Sale must be in writing and signed by the Parties and, failing this, shall be null and void. Neither Party
may sell or transfer the rights deriving from the contractual documents without the express written consent of the other
Party.
21.2. Failure or delay by either Party in exercising any rights or seeking any legal remedy at its disposal shall not be
construed as waiving such rights or remedies, nor shall it restrict the exercise of such rights or remedies in the future.
21.3. Should one or more articles contained in the contractual documents be found, in light of the governing law, to be
invalid or without effect, all the other provisions shall remain valid and with full effect. In the above case, the Parties, in
good faith and in a constructive spirit, shall seek in a reasonable amount of time to reach an agreement to replace the
invalid with valid provisions, the contents of which ensure, as far as possible, the same economic results, according to
the common intent of the Parties.
21.4. The Customer declares that it shall comply with the Marchesini Group S.p.A. Code of Ethics as published on the
website http://www.marchesini.com/company/social-responsibility/code-of-ethics/.
21.5. Personal data contained in the quotation and its attachments is processed in compliance with art. 6 of EU
Regulation 679/2016.


22) GOVERNING LAW
The sale is governed by the laws of Italy. In the event of a sale to a foreign Customer, the 1980 Vienna Convention on
the International Sale of Goods shall not apply.


23) DISPUTE RESOLUTION
23.1. The Parties shall make every reasonable effort to settle out of Court any disputes arising between them over the
sale. If this is not possible, all disputes shall be settled exclusively by the Bologna Court.
23.2. Marchesini Group S.p.A. may take legal action in the country where the registered office of the Customer is
located where the dispute concerns solely pecuniary obligations.