General Sales Terms and Conditions

1. General provisions
1.1 The present general terms of sales and delivery apply to all Diapath S.p.A. business. By placing an order, Distributor irrevocably accepts the herewith-stated conditions, whose modification requires Diapath’s written consent. If a business has been concluded based on this General Terms and Conditions of Sale and Delivery, the same terms and conditions will apply also to further business, even if no reference is made to this document. The sale, resale and disposal of Goods and service including any associated technology and documentation may be governed by Italian and EU export control regulations as well as by the export control regulations of further countries. Customer declares with his order the conformity with such statutes and regulations that the Goods will not directly or indirectly delivered into countries that prohibit or restrict the import of such Goods. Customer declares to have obtained all licenses required for export and import.

2. Offers
2.1 Diapath’s offers and list prices are subjected to alteration. All offers of Diapath, however they are made, will be free of obligations unless of provisions to the contrary have been laid down writing. Orders by Distributor shall become binding only when confirmed in writing by Supplier, or when delivered. Orders 3.1 All orders for products placed by Distributor shall be in writing, or if placed orally, shall be confirmed in writing within three business days after such oral order. 3.2 If the Goods are to be manufactured or any process is to be applied to the Goods by the Supplier in accordance with the Distributor’s specification, the Distributor shall indemnify the Supplier against all loss, damages, costs and expenses awarded against or incurred by the Supplier in connection with or paid or agreed to be paid by the Supplier in settlement of any claims for infringement of any patent, copyright, design, trade mark or other industrial and intellectual property rights of any other person which results from the Supplier’s use of the Distributor specification. 3.3 Last minute adding of products to orders already places are allowed within three business days from shipment date. For any additional orders, Supplier will re-evaluate the previously established shipment date according to product availability. In case that adding products cause a re-opening of cargo packaging, Supplier reserves the right to charge Distributor with and extra fee of 40.00 € for repacking of each pallet/box. As an alternative, the additional products can be packed separately and sent out of the pallet/box, without charging the repacking fee. 3.4 All orders for products by Distributor shall be subjected to written acceptance by Supplier and shall not be binding on Supplier until the earlier of confirmation or shipment, and, in the case of acceptance by shipment, only as to the portion of the order actually shipped. 3.5 Supplier reserves the right to cancel or suspend any orders placed by Distributor and accepted by Supplier, or refuse or delay shipment thereof, if Distributor fails (1) to make any payment as provided herein or in any invoice; (2) to meet credit or financial requirements established by Supplier; or (3) otherwise to comply with the terms and conditions of this Agreement. 3.6 Once Supplier has accepted an order, it may not be canceled by Distributor unless (1) Distributor provides written notice of such cancellation, and Supplier acknowledges such cancellation in writing; and (2) Supplier has not yet shipped the order or portion thereof, which Distributor desires to cancel. 3.7 Any cancellation of orders is possible within 3 days from the date of the order receipt. In case that a partial cancellation causes a re-opening of the cargo packaging, Diapath S.p.A. reserves the right to charge the Distributor with and extra fee of 40.00 € for repacking of each pallet/ box. 3.8 Goods without defects may be returned to Diapath S.p.A. only with explicit consent and carriage paid. Diapath S.p.A. will take care of return transfer of defective Goods reserving the right to evaluate the defects once the products are by our premises. After this verification, Diapath will inform and agree with the Distributor by written notice, replacement or reimbursement modality. 3.9 In order to release correct proforma and acknowledge Distributor is required to mention the reference of Diapath offer in your purchase order. If Distributor does not mention the Offer reference, Diapath reserves the right to apply for List prices instead of maintaining special prices. Packaging and Feedback on Products 4.1 Distributor shall distribute Supplier’s Products with Supplier’s packaging and brand. 4.2 Each lot of products supplied by Supplier shall have a lot number affixed on each package, in order to provide appropriate traceability. It is understood that Distributor will not modify labels and packaging of Products, and will not make other changes that could invalidate Supplier’s traceability procedures. Moreover, Distributor shall maintain lot traceability for product supplied by Diapath for a period of 10 years. 4.3 Distributor shall inform Supplier of any incidents or complaints regarding a Diapath’s Product that are reported to Distributor and shall cooperate with Diapath in gathering information. 4.4 Distributor shall share Customer’s experiences and feedback regarding the functionality of Diapath’s product with Diapath. 4.5 Distributor shall take notice of European guidelines on IVD (in vitro diagnostic) devices vigilance system to be able to cooperate with Supplier in case a recall of IVD products is needed. 4.6 Distributor agrees to assist Diapath in the correct translation of the instructions for use of a Diapath’s product into the country language of Distributor. 4.7 Diapath all the times entitled to effect adjustments in the design and model of the Goods to be delivered, which do not materially affect their quality or performance, instead to improve them or comply with government regulations. Shipment, Risk of Loss and Delivery 5.1 All Products shall be ready at Supplier’s premises on the date agreed upon. Distributor shall be responsible for and shall pay all shipping, freight, and insurance charges, which charges Supplier may require Distributor to pay in advance. Distributor shall carry out export formalities in the country and select the mode of shipment and the carrier. 5.2 Distributor shall commit to send its own forwarder within two calendar days in case that part of the Goods in order will contain refrigerated products or within five working days in case of non-refrigerated Goods. 5.3 Supplier shall use reasonable efforts to meet Distributor’s requested shipment schedules for the Products, without binding promises. The shipment time shall be extended by force majeure or by all obstacles that by reasonable means cannot be influenced by Supplier. Exceeded shipment deadlines shall not entitle Distributor to raise damage claims, but if the delivery deadline has been exceeded by more than four weeks, Distributor may withdraw from the contract with written notice to Supplier. Distributor shall not be entitled to raise any further claims. 5.4 Delivery shall be made ex works. The risk shall be transferred to the Customer when transferred to a forwarder or carrier, in any case when they leave the warehouse. The Distributor can request special type of shipment, in this case, Diapath will evaluate the best carrier and best quotation and Supplier will charge the agreed amount to Distributor in the acknowledgment, or in a second invoice (evaluating the most applicable option according to the request). 5.5 Any dates quoted for delivery of the Goods are approximate only and the Supplier shell not be liable for any delay in delivery of the Goods however caused. Time of delivery shell not be of the essence. The Goods maybe delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice by the Distributor. Unless Distributor clearly advises Supplier to the contrary in writing, Supplier may make partial shipments of Distributor’s orders, to be separately invoiced and paid for when due. Delay in delivery of any installment shall not relieve Distributor of its obligation to accept the remaining deliveries, unless canceled pursuant to Section of this document. 5.6 Supplier shall use reasonable efforts to meet Distributor’s requested shipment schedules for the Products, without binding promises. The shipment time shall be extended by force majeure or by all obstacles that by reasonable means cannot be influenced by Supplier. Exceeded shipment deadlines shall not entitle Distributor to raise damage claims, but if the delivery deadline has been exceeded by more than four weeks, Distributor may withdraw from the contract with written notice to Supplier. Distributor shall not be entitled to raise any further claims. 5.7 The Goods shall be delivered in standard commercial quality. A reasonable amount of partial deliveries is admissible. 5.8 Customer complaints can generally only be considered when written orders were made and we will accept any notifications concerning errors in the shipment within 7 days from the effective date of Goods receipts. Date of receipt must be shown by Distributor to Diapath. Cost for packaging and special export documents Diapath is invoicing separately from Goods following costs: cost for used pallets, special packaging for dangerous Goods, and special export documents. Pallets typology and prices: Cod. SDPBA0000: PALLET EUR 80x120 EPAL: 8.00 €. Cod. SDPBA0007: PLASTIC PALLET 60X80: 8.00 €. Cod. SDPBA0008: PLASTIC PALLET 80X120: 10.00 €. Cod. SDPBA0009: PALLET 80X120 MADE OF MORE RESISTANT PLASTIC: 23.00 €. Cod. SDPBA0010: PALLET 100x120 MADE OF MORE RESISTANT PLASTIC: 33.00 €. Special packaging for dangerous goods. In case of sea or air shipment, if special packaging is required for transport of dangerous Goods according IMO and IATA regulation, costs will be invoiced as follows (depending on the packaging required). Cod. SC9501: SMALL SIZE HOMOLOGATED BOX: 7.00 €. Cod. SC9502: MEDIUM SIZE HOMOLOGATED BOX: 14.00 €. Cod. SC9503: BIG SIZE HOMOLOGATED BOX: 20.00 €. Cod. SDPCA0009: SMALL SIZE HOMOLOGATED CASE: 155.00 € Cod. SDPCA0010: BIG SIZE HOMOLOGATED CASE: 175.00 € Special documents in details are: Certificate of Origin issued by Chamber of Commerce Free sales certificate issued by MOH Free sales certificate issued by Chamber of Commerce Special requirements on documents are: Legalization by Embassy Apostil by Notary Public Authentication by Notary Public For the above mentioned documents and operation on documents we will send an estimation according your request . Prices and Payment 7.1 The purchase price has to be paid as agreed. Diapath shall, however, be entitled to make the delivery only for cash in advance or without having to state reasons therefore. Objections regarding the Goods does not entitle to withhold payment. Distributor shall not be entitled to any compensation for other claims. 7.2 All prices are quoted as net prices and do not include value added tax, which is to be paid additionally by the Customer in the amount specified by applicable law. Unless otherwise agreed in written notice, all the payments must be in euros. 7.3 Unless otherwise expressly agreed, our prices are quoted ex-works of the Diapath company using these terms and conditions. The Distributors shell bear all additional freight costs, packing costs in excess of standard packing, public fees (including withholding taxes) and duties. 7.4 Diapath will be entitled to adjust prices agreed upon in the event of increases in cost-determining factors such as fluctuations in exchange rates, raw material, labor costs or in the event of government measures, provided that such increases or measured occurred after the conclusion of the agreement but before delivery. 7.5 Any and all images and specifications of Goods in catalogues, price list, advertisement, etc. must be deemed to be representations by approximation only, unless Diapath has explicitly indicated the contrary in writing with regard to a specific delivery. 7.6 Immediately upon default of payment Diapath is entitled to compensation of the European Central Bank rate plus seven percentage points with respect to the outstanding amount until the date of payment in full. The amount subject to this contractual interest will, as the case may be, be calculated after the end of each year and increased by the interested owed over that year. 7.7 In the event that Diapath is fully or largely successful in legal proceedings against the Distributor, the distributor will be obliged to compensate all costs incurred by Diapath in connection with such with such proceeding, even to the extent that costs exceed the cost award made by the court. Diapath may invoke this clause irrespective of whether the buyer has appealed against the relevant judgment at the Court of Appeal or the Supreme Court. 7.8 Any of our receivables shall be immediately payable in the event of a default in payment, a notice given in protest against a bill of exchange or suspension of the customer’s payment, independent of the terms of the bills of exchanges which may have already been accepted. In any of these aforementioned cases, we shell also be able to perform remaining deliveries only against advance payment, if no such advance payment is made within a two-week time period, to cancel the contract without fixing another extension term. This shell not affect any further claims 7.9 When a payment through Credit Letter is agreed, Diapath is entitle to send a draft of the text of the LC to the Distributor, where the standards requirements to perform credit are mentioned. Any credit letter will be accepted or considered valid until previous check from Diapath accounting dept. of the terms mentioned in the text. If this procedure is not followed, all the expenses for further modifications to the LC shall be considered to be covered by Distributor. To cover costs of documents and procedure management normally foreseen in a payment through LC, Diapath will invoice to Distributor a cost of 350.00 €. Retention of title 8.1 All Goods delivered by Diapath remain Supplier’s property until full payment has been made. If such Goods which remain in our property are processed by our Customer, property shall be shared in proportion to the value shares at the time of processing. 8.2 The buyer will be obliged to store the Goods delivered under retention or title with due care, ensuring that they are recognizable as the property of Diapath. In addition, it will be obliged to ensure such Goods against, inter alia, fire and water damage and theft. 8.3 In the event that the Distributor fails in the performance of any obligation vis-à-vis Diapath, or in the event that Diapath has good reason to fear that the Distributor will fail in the performance of its obligations Diapath will be entitled to recover the goods delivered under retention of title or to have such recovered, even when the Goods have to be detached. The Distributor will cooperate accordingly. The Distributor will bear the cost of recovery, without prejudice to Diapath rights to further damages. Warranty 9.1 Regardless of the fact whether our Customer is a business man or not, the legal warranty stipulations for mutual sales transactions shall be applied. Compensation for consequential damage caused by defects in delivered Goods shall be excluded. Warranty for instruments, hoods, tables and ventilated cabinets is 13 months from the date of its shipment by Diapath to the Distributor; Consumables, spare parts and filter replacement are NOT included (unless differently specified). To extend warranty period from 13 to 24 months the price will have an increase of 5% of net price/piece. Shipment for spare parts under warranty and their return will be at Distributor charge. Spare parts 9.2 Any warranty shall be void if operating or maintenance instructions are not observed, if parts are replaced or materials used that are not in accordance with our original product specifications, unless the Distributor can show that the defect in question resulted from other cause. Services and Installation 10.1 If agreed to in writing, Diapath will install the Goods ready fro operation at the address designed by the Distributor. All necessary costs related to the installation ready for operation will be borne by the Distributor unless otherwise agreed in writing between parties. 10.2 If necessary the distributor will be responsible for timely installing or having installed the required electrical systems and cables/pipes up to the location of the Goods in order to ensure that Diapath is able to perform its services are the agreed upon time schedule and Distributor shall ensure power supply. 10.3 The Distributor will inform Diapath of all circumstances which may be of importance with the regards to the delivery and/or installation of the Goods. Diapath assumes that it will not encounter any circumstances related Distributor’s or designed third party’s premises that may hinder Diapath in the installation of the Goods. Any cost related to such hinder will be born to the prior written approval by Diapath. Place of Fulfilment, Venue 11.1 Place of fulfilment, even if you are a businessperson, a legal person under public law or a special fund under public law, of all services is Bergamo using these Terms and Conditions. In case of dispute arising from or in connection with contractual relation or its cancellation, the Court of competent jurisdiction for Bergamo, at first instance, have exclusive competence. However, we may also take legal action against you at your place of business. 11.2 Governing law shall be the law of Italy with exclusion of international conflict of law provisions thereof and with the exclusion united nation convention on contracts for the international sales of goods (CISG) 11.3 Should of any of the clauses of these Terms and Conditions be wholly or partially invalid or void, the validity of the remaining clauses or parts thereof shall not be affected. Liability 12.1 Diapath will assume no liability with respect to damage as consequence of or related to any errors or omissions in advice rendered by it. 12.2 Diapath will not-irrespective of the legal basis of the Customer’s claim-be liable with respect to any damage, direct or indirect or consequential such as, inter alia, losses due to delays, losts profits and penalties forfeited by the Customer. 12.3 The Distributor will indemnify Diapath against any claims by third parties in connection with Goods supplied and/or services performed by Diapath. Force Majeure 13.1 A situation of force majeure affecting Diapath within the meaning of this article will be deemed to have occurred in the event of, inter alia, strikes, a shortage of raw material, delay, transport problems, war or threat of war, full or partial mobilization, riots, sabotage, floods, fire or other forms of destruction within Diapath’s company, lockouts and industrial action, breakdowns, of machines or tools or other breakdowns within Diapath’s company. A situation of force majeure must also be deemed to have occurred on the part of Diapath in the event that one or more of the above-mentioned circumstances occurs within the companies of Diapath’s suppliers and Diapath cannot or could not perform its obligations, or cannot or could not perform in good time, as a consequence. Intellectual Property and Software 14.1 Diapath shall grant to the first end-user of the respective Goods a non-exclusive and non-transferable right to use the program, software and other intellectual property rights in connections with the delivered Goods, subject to these Terms and Conditions. All copyrights and other rights to the program remains with Diapath. The programs may not be made accessible to third parties and may not be copied, with the exception of the creation of one back-up copy or otherwise with the prior written approval by Diapath. Confidentiality 15.1 Unless otherwise expressly stipulated in writing, no information provided from Diapath in connection with orders shall be regarded as confidential, unless their confidential nature obvious.