TERMS AND CONDITIONS OF SALE

1. Validity and right of variation
a) Any contract made by Zirkonzahn s.r.l. (herein after referred to as "the Seller") for the supply of its products (herein after referred to as "the Products") to a purchaser (herein after referred to as "the Buyer") shall be subject to these Terms and Conditions of Sale which supersede any earlier Terms and Conditions of Sale. The following Terms & Conditions of Sale shall apply to all future buyer orders and/or written contract confirmations by the buyer and shall be deemed accepted by and binding upon the client following written confirmation of a purchase offer made by the Seller and/or a written order placed by the Buyer.
b) The Seller does hereby reserve the right to add to, amend or vary the Conditions as herein set out, by including such additions, variations or modifications to the quotation or in any written correspondence addressed to the Buyer.

2. Terms of payment
a) Credit shall be granted at the Seller's absolute discretion and the following terms of payment shall then apply.
b) payment at Net Invoice Value is due in advance, when the Seller informs the Buyer that the Products are ready for collection.
c) in the event the Buyer does not expressly confirm its willingness to apply the terms of payments referred to in sections b) above, the Products shall be paid by the Buyer by means of an irrevocable letter of credit, confirmed by an Italian Bank accepted by the Seller and cashable against the presentation of the delivery documents and the relevant invoice. Such Letter of Credit must be received by the Seller together with the Buyer's Order.
d) if the Buyer fails to make payment in the time and manner specified by the Seller or becomes insolvent or has a receiver appointed or passes a resolution for winding up, the Seller may suspend, at its option, further deliveries.

3. Terms of delivery
Unless otherwise stated by the Seller pursuant to the provisions of section 1 b) above the delivery of the Products shall be EXW (Incoterms 2000) Zirkonzahn s.r.l.- Gais, Italy.

4. Retention of title
a) Until such time as full payment has been received by the Seller for all Products whatsoever supplied, all products shall remain the property of the Seller.
b) The Buyer shall have the right to sell the Products, and any new product in which the Products have been converted into other products, in the ordinary course of business on the understanding that the proceeds of any such sale shall belong to the Seller to whom the Buyer shall account such proceeds up to the concurrence of the full price due by the Buyer to the Seller for the supply of the Products.
c) The Seller shall have the right at any time to revoke the Buyer's right of sale by written notice to the Buyer, if the Buyer is in default in respect of payment of any sum due to the Seller for longer than 30 (thirty) working days (whether in respect of Products or other goods or services supplied by the Seller to the Buyer for any other reason whatsoever).
d) On termination of the Buyer's right of sale in accordance with the foregoing conditions, the Buyer must place the Products at the disposal of the Seller who shall have the right to enter upon the Buyer's premises for the purpose of removing the Products.

5. Orders' acceptance and Seller's disclaimers of liability for any Seller's information
a) Any order from the Buyer shall be binding for the Seller, only when accepted in writing by the Seller itself.
b) Verbal, telephoned or faxed orders and any modifications to orders must be confirmed in writing by the Buyer, otherwise the Seller accepts no responsibility for errors or consequent misunderstandings.
c) Catalogues, price lists or other advertising matters are only an indication of the type of products and no prices or other particulars contained herein shall be binding for the Seller.
d) All information given in price lists and catalogues or any literature are supplied by the Seller in good faith; however, whilst every effort has been made to ensure that the information is correct, the Seller does not accept any responsibility for errors which may have inadvertently been made.

6. Currency of invoicing
a) Unless otherwise stated, all prices quoted on any document or correspondence issued by the Seller are in EURO or DOLLARS and do not include Value Added Tax.

7. No liability for late delivery
a) The Seller shall endeavour to complete the contract and/or deliver the Products within the time agreed (if any) but it shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in the completion of the contract or delivery of the Products.

8. Acceptance of the Products
a) All claims for transit damages, loss or shortage of Products, insofar the terms of delivery agreed between the Seller and the Buyer are different from those provided for in section 3 above, must be submitted by the Buyer to the Seller, in writing, within 8 (eight) working days from the date in which the Buyer received the forwarded Products. b) In absence of claims within these time limits, the Products shall be deemed to have been properly delivered.

9. Compliance with specifications and terms of warranty
a) The Seller does hereby represent and warrant that the Products shall comply with the technical specifications forwarded by the Seller itself to the Buyer with the written acceptance of the Buyer's order.
b) The Seller further represents and warrants that the Products are free of defects in accordance with and subject to the limitations of liability provided for by the Products' warranty manuals actually in force at the date in which the Products are delivered to the Buyer.
c) Such warranty is given in lieu of any additional warranty on the merchantability, quality and fitness for purpose. Consequently, except in case it is proven the Seller' gross negligence, the Seller shall not be liable for any direct or indirect damage or loss of profit due to the use, the inability to use, or the incorporation of the Products in other products.

10. No condition of compliance with laws and regulations other than the harmonized EU applicable laws and regulations
a) The Seller does hereby represent and guarantee that the Products shall comply with the harmonized rules and regulations, if any, of the European Union ("EU") which are applicable to such Products.
b) No guarantee is given herein by the Seller on the conformity of any such Product with the law and regulations, including, but not limited to, any safety regulation, which may be in force in the Country of the Buyer, where the Buyer corporate seat is in a Country outside EU, or in any Country that does not belong to the EU.

11. Specific terms and conditions of sale
In the event that the Buyer objects to the inclusion in any contract with the Seller of any of the excluding or exempting or indemnity terms contained herein, such objections must be brought to the attention of the Seller, in writing, before conclusion of any such contract so that if (which shall be within the Seller's entire discretion) the Seller agrees to the deletion or modification of any such term, appropriate increases in the price of Products to be supplied under such contract may be agreed to reflect any increase in risks and obligations which the Seller may thus agree to bear.

12. Applicable law and settlement of disputes, assignment
a) All contracts with the Seller shall be deemed to have been made in Italy and shall in all respects be construed and interpreted in accordance with the Italian Law. Any dispute shall be referred to the Tribunal of Bolzano - Italy.
b) The Seller has the right, without the prior consent of the Buyer, to assign or transfer his credit’s under this contract.

13. The United Nations Conventions for the International Sale of Goods does not apply to any supply of Products made hereunder by the Seller to the Buyer. 

The Buyer does hereby accept the provisions of the clauses hereinafter set forth:
cl. 3 (Terms of delivery), cl. 4. (Retention of title), cl. 5 (Orders acceptance and Seller's disclaimers of liability for any Seller's information), cl.7.a) (No liability for late delivery), cl. 8.a) (Acceptance of the Products), cl. 9 (Compliance with specifications and terms of warranty), cl. 10. (No condition of compliance with laws and regulations other than the EUu applicable laws and regulations) cl. 12.a) (Applicable Law and settlement of disputes and assignment).