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Terms & Conditions


United States Terms & Conditions

Terms & Conditions of Sale and Delivery

  1. GENERAL
    The following terms and conditions apply to all sales of goods and services (collectively, “Products”) by Volpi Manufacturing U.S.A., Co., Inc. (“VOLPI,” “we,” “us” or “our”) to you (the “Customer”), and constitutes the final, complete and exclusive agreement (“Agreement”) between you and VOLPI relating to the subject matter hereof and supersede all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter (including, without limitation, any “Terms and Conditions of Purchase” published by Customer), unless otherwise specifically agreed to in writing signed by VOLPI’s authorized representative. Any term or condition in any order, confirmation, or other document furnished by Customer at any time that is in any way inconsistent with or in addition to the terms and conditions set forth herein is hereby expressly rejected. VOLPI’s acceptance of any order of Customer is expressly made in reliance
    of Customer’s consent to all terms and conditions hereof. Customer’s acceptance of delivery of any Products constitutes Customer’s acceptance of these terms and conditions.
  2. PRICE
    The prices applicable to the Products shall be as quoted by VOLPI to the Customer and are subject to change. Unless otherwise specified, prices quoted for Products are in US Dollars. Stenographic and clerical errors are subject to correction. A quotation is not a contractual offer, and any order resulting from a quotation is subject to approval and acceptance by VOLPI. Prices listed or quoted do not include any present or future sales, use, excise or similar taxes, duties or other governmental charges, which will be added where applicable and paid for by Customer unless Customer provides VOLPI with a tax exemption certificate acceptable to the appropriate taxing authorities and presented at or before the time of purchase. No sales tax refunds will be given at any time for any reason. Customer shall reimburse any taxes paid by VOLPI on Customer’s behalf upon demand.
  3. PURCHASE ORDER PROCESS
    Customer shall place orders for the Products to be purchased hereunder by submitting one or more purchase orders to VOLPI. Each such purchase order is intended for convenience only and shall state the descriptions and quantities of Products being ordered and the requested shipment dates for such Products. In no event shall any terms and conditions set forth on a purchase order submitted by Customer other than those set forth herein, including, without limitation, any preprinted terms and conditions of Customer, be binding on VOLPI. In addition, no purchase order shall be binding on VOLPI until VOLPI has accepted such purchase order by written acknowledgment or by shipment of the Products applicable to such purchase order. Orders for the purchase of Products when made by the Customer shall be considered irrevocable for such Customer.
  4. PAYMENT TERMS
    Unless otherwise agreed to by VOLPI in writing, payment terms shall be net thirty (30) days from the invoice date. If the Customer delays shipments, invoices may be rendered on the date(s) VOLPI is prepared to make shipment(s). Any Product held as a result of Customer’s inability or refusal to accept delivery is at the risk and expense of Customer. Interest at the rate of one and one-half percent (1 1/2%) per month (not to exceed the maximum interest allowable by law) shall be paid on the unpaid balance of any invoice not paid by Customer within thirty (30) days of the due date thereof. Such interest shall be in addition to the purchase price hereunder. In the event VOLPI engages a collection agency or commences a legal action or suit to collect the purchase price or any part thereof, Customer shall, in addition to the full purchase price, including interest, be liable for all costs and expenses of such legal action or suit (including reasonable attorney’s fees).

    In addition, VOLPI reserves the right to require COD payment terms from any customer whose account is overdue for more than 45 days or who has an unsatisfactory credit or payment record. VOLPI may also refuse to sell to any person until overdue accounts are paid in full.
  5. SHIPPING POINT AND TRANSPORTATION
    Shipment/delivery dates are approximate and determined from VOLPI’s acceptance of an order. All Products will be shipped at F.O.B. VOLPI’s point of shipment. Title and risk of loss shall pass to Customer upon delivery of Product(s) by VOLPI to the carrier for shipment to the Customer, notwithstanding any prepayment of shipping charges, if required by the carrier. The customer shall pay all shipment costs, and if prepaid by VOLPI, the amount thereof shall be reimbursed to VOLPI.
  6. DELIVERY
    VOLPI will make every effort to deliver the Products hereunder in accordance with the requested delivery date, provided that VOLPI shall not be liable for any delay in delivery due to causes beyond our reasonable control, such as acts of God, acts of the government, strikes, war, delays of carriers, or inability to obtain necessary material or manufacturing facilities. VOLPI shall not be liable for any damages or penalties whatsoever, whether direct or indirect, special, incidental or consequential, resulting from our failure or the failure of our suppliers to perform or delay in performing unless otherwise agreed in writing by an authorized officer. The customer agrees that any delay in delivery shall not affect the validity of any orders or these terms and conditions. VOLPI reserves the right to deliver the Products in installments unless expressly prohibited in the applicable purchase order. Installment deliveries will be invoiced by VOLPI at the time of shipment unless otherwise agreed in writing by VOLPI. Delay in any installment delivery shall not relieve Customer of its obligation to accept all remaining installment deliveries pursuant to a purchase order. 
  7. CHANGES TO ORDERS
    Unless otherwise agreed to by VOLPI in writing, changes in materials, supplies, labor and/or changes made at the Customer’s request shall be at the Customer’s expense. Changes or alterations made by Customer or VOLPI (over its recommendation against the same) shall be at Customer’s sole risk and responsibility. VOLPI reserves the right to make changes to the design and composition of its Products, which, in its judgment, do not materially change the nature or quality of the Products. 
  8. CANCELLATION OF ORDERS
    Due to the specialized nature of the Products, orders may be canceled only with our written consent and upon payment of reasonable cancellation charges, including VOLPI’s actual out-of-pocket costs, overhead and anticipated profit (as determined by VOLPI). Partial cancellation of an order may result in an adjustment of prices for the balance of the order.
  9. REJECTION
    Customer’s right to reject any Products supplied hereunder is conditioned upon Custom-er giving VOLPI a written notice of rejection setting forth the basis thereof within ten (10) days after delivery of the Products to Customer. Failure to give such notice within such time constitutes acceptance of such Products. Products may be returned only when authorized by VOLPI in writing and only on such terms as VOLPI may specify. All returned Products shall be returned with shipping prepaid.
  10. LIMITED WARRANTIES; DISCLAIMERS 
    (a) VOLPI represents and warrants that the Products delivered by VOLPI to Customer shall: (i) conform to agreed-upon specifications for the Product(s), to the extent any specifications were made part of an order; and (ii) be free from faulty workmanship and defective materials. The foregoing warranties shall be limited to a one (1) year period commencing on the date of shipment of the applicable Product(s) (the “Warranty Period”) provided (i) the Products have been properly cared for (i.e., the Products have not been subject to misuse, neglect, misapplication, etc.) and used following VOLPI’s instructions, if any, (ii) the Products have not been tampered with or modified without VOLPI’s prior written approval, and (iii) Customer promptly notifies VOLPI in writing of any warranty claim during the Warranty Period. If any Product fails to meet either or both of the foregoing warranties, VOLPI’s sole obligation, in VOLPI’s sole discretion, shall be to replace or repair the non-conforming Product. The foregoing warranties provided by VOLPI in this Section 10 are the only warranties provided by VOLPI concerning the Product(s) sold hereunder and may be modified or amended only by a written instrument signed by VOLPI. The customer’s remedies and VOLPI’s aggregate liability concerning the warranties provided by VOLPI in Section 10 are set forth in and limited by Section 10 and Section 11 below.(b) VOLPI’s warranties above do not apply to Products not manufactured by VOLPI and do not apply to components furnished by third parties. In addition, such warranties shall be for the sole benefit of the original Customer only and are not assignable unless otherwise agreed to in writing by VOLPI. VOLPI shall not be liable for any claim if alterations have been made to the Products by the Customer or others without VOLPI’s written consent. Any components furnished by third parties are warranted only to the extent of the original manufacturer’s warranty to VOLPI and only if such original manufacturer’s warranty is assignable to Customer.(c) THE EXPRESS WARRANTIES OF VOLPI STATED IN SECTION 10(a) ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VOLPI’S WARRANTY OBLIGATIONS AND CUSTOMER’S REMEDIES ARE SOLELY AND EXCLUSIVELY AS STATED IN SECTION 10. Any sample or literature exhibited to the Customer was to illustrate the type of good and/or service, not an affirmation that the Product will conform. No employee or representative of VOLPI has the authority to bind VOLPI to any representation, affirmation or warranty not specifically included herein.
  11. LIMITATION OF LIABILITY
    Notwithstanding anything to the contrary contained in this Agreement, VOLPI’s aggregate liability in connection with the sale or use of Product(s) hereunder, regardless of the form of action giving rise to such liability (whether in contract, tort or otherwise), shall not exceed the aggregate purchase price for Products paid by Customer to
    VOLPI.  
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Terms & Conditions of Purchase

1. ACCEPTANCE.
(a) The order incorporating these Conditions of purchase becomes a binding contract when the Supplier accepts it. Either an acknowledgment by the Supplier or the commencement of performance by the Supplier shall constitute acceptance. Acceptance may be only on the exact terms herein set forth. No condition stated by Supplier in accepting this order shall be binding on Purchaser if different from or in addition to the conditions set forth herein unless agreed to in writing by Purchaser.

(b) If this order follows an offer by the Supplier setting forth the Supplier’s conditions of sale, the Purchaser’s acceptance of the Supplier’s offer is expressly conditioned on the Supplier’s assent to the additional or different conditions set forth herein. Prior to or in the absence of the Supplier’s assent to the Purchaser’s conditions, there shall be no agreement in effect between the Supplier and Purchaser.

2. SPECIFICATIONS.
Supplier shall comply with any specifications stated on the face of this order or incorporated herein and with any applicable United States Government specifications. Upon request, the Supplier shall furnish the Purchaser with a certificate executed by an authorized Supplier representative confirming the Supplier’s compliance with all applicable specifications.

3. PRICES.
Unless otherwise specified, the prices set forth in this order include all applicable federal, state and local taxes and all shipping costs, duties and other charges.

4. ASSIGNMENT.
Neither this order nor its performance nor any interest herein nor any monies due or to become due Supplier hereunder may be assigned or otherwise transferred by Supplier without the prior written consent of Purchaser.

5. SUBCONTRACTING.
Supplier may not enter into a subcontract for the procurement of any items covered by this order in completed or substantially completed form without the prior written consent of Purchaser.

6. TIME OF THE ESSENCE.
Time is of the essence under this order. Failure of the Supplier to deliver items or provide services within the time specified on the face hereof, or within any extension specified by a written amendment hereto, shall be a breach hereof. If no time is specified herein, Purchaser may, by reasonable advance notification to the Supplier, terminate this order in whole or part if the Supplier fails to deliver items or provide services within a reasonable time after the date of this order.

7. EXCUSABLE DELAYS.
Supplier shall not be charged with any liability for failure or delay in performance when such failure or delay is due to any cause beyond the control and without the fault or negligence of supplier, provided that supplier shall give Purchaser prompt notice in writing when it appears that such delay shall cause a delay in performance under this order. If any such failure or delay threatens to impair Purchaser’s ability to meet delivery requirements for its products or to meet contractual obligations, Purchaser shall have the right, at its option and without being under any liability to the supplier, to cancel by notice in writing to supplier the portion or portions of this order so affected. Correspondingly, Purchaser shall be excused for failure or delay in its performance hereunder due to any cause beyond its control and without fault or negligence.

8. WARRANTIES.
Supplier warrants that all items delivered and services provided hereunder shall be free from defects in workmanship, material and manufacture; shall comply with the requirements of this order, including any drawings or specifications incorporated herein or samples furnished by the supplier; shall be non-surplus goods of new manufacture and, if of Supplier’s design, shall be free from defects in design. Supplier further warrants that all items purchased hereunder shall be of merchantable quality and fit and suitable for the intended purposes, whether expressed or reasonably implied. The foregoing warranties shall survive any delivery, inspection, acceptance or payment by Purchaser and shall run to Purchaser, its successors, assigns, customers and any third parties injured in person or property by reason of any breach thereof.

9. INSPECTION.
(a) Purchaser shall have the right to inspect and test all work under this order at all reasonable times, including during manufacture. Supplier shall furnish all reasonable facilities and assistance for safe and convenient inspections or tests without additional charge.
(b) Notwithstanding any prior examination, payment or the passage of title, all items are subject to final inspection and acceptance at the Purchaser’s plant. If the time for final inspection is not specified on the face of this order, such final inspection shall be made within 180 days after receipt of the items at the Purchaser’s plant.

10. DEFECTIVE OR NONCONFORMING ITEMS.
(a) If any items are found to be defective or otherwise not in conformity with the requirements of this order, Purchaser, in addition to its other rights and remedies, may reject all or some of such items and require either their correction or their replacement at Supplier’s expense. Purchaser may charge back to Supplier’s account the amount paid for rejected items pending redelivery of same or replacements therefor. Any items previously rejected shall not be resubmitted for the Purchaser’s acceptance without concurrent notice of the prior rejection.
(b) All risk of loss or damage to the items to be delivered hereunder shall be upon the supplier until such items are delivered at the F.O.B. point specified in this order. In addition, the supplier shall bear all risk of loss or damage to items rejected by the Purchaser after notice of rejection to the supplier until such items or replacements therefor are redelivered, except for any loss or damage resulting from the negligence of officers, employees, or agents of Purchaser acting within the scope of their employment. (c) No action taken by the Purchaser under this section shall be deemed to extend any delivery dates specified on the face of this order.

11. TERMINATION FOR DEFAULT.
Purchaser may terminate this order in whole or in part for default, without further cost or liability to it, if the supplier fails to comply with any of the order, including these Conditions of Purchase. In the event of termination pursuant to this section, Purchaser may procure upon such terms and in such manner as it may deem appropriate, items or services similar or substantially similar to those so terminated, and Supplier shall be liable to Purchaser for any excess cost, direct or indirect, resulting from that place. Supplier shall continue performance to the extent not terminated. Without limiting the foregoing, Purchaser shall have the right to terminate this order or any part thereof in the event of the happening of any one of the following: the commencement by the supplier of a voluntary case in bankruptcy; the commencement against the supplier of an involuntary case in bankruptcy, if such a case is not dismissed within thirty days from the date of filing; the appointment of a receiver or trustee for the supplier if such an appointment is not vacated within thirty days from the date thereof; the execution by the supplier of an assignment for the benefit of creditors; Supplier’s failure to perform or delay in performing hereunder which failure or delay is not otherwise excusable hereunder; and Supplier’s failure to provide adequate assurance of due performance when Purchaser has reasonable grounds for insecurity with respect to such performance and following written demand by Purchaser for such assurance.

12. TERMINATION FOR CONVENIENCE.
(a) Purchaser may terminate this order in whole or in part whenever Purchaser determines for any reason that such termination is in its best interests. Termination hereunder shall be effected by delivery to the supplier of a notice of termination specifying the extent to which the performance of work under this order is terminated and the date upon which such termination becomes effective.
(b)supplier shall stop work under this order and terminate all orders and subcontracts for materials, services or facilities in accordance with and as appropriate under the termination. With respect to the termination by the supplier of such related orders and sub-contract ts, the supplier shall settle outstanding liabilities and claims only with the approval of the Purchaser, except to the extent that the Purchaser waives such approval.
(c) Upon termination under this section, Purchaser shall not pay for goods ordered, work in process, or labor for any item canceled more than ninety days prior to delivery unless otherwise previously agreed in writing.
(d)supplier agrees to transfer title and deliver to Purchaser such information and items which, if the order had been completed, would have been required to be furnished to Purchaser, including completed or partially completed plans, drawings and information and materials or equipment produced, in process or acquired in connection with performance of the order.
(e) This section in no way limits the Purchaser’s right to terminate this order for default.

13. CHANGES
(a) Purchaser may at any time by written order to the supplier and without notice to sureties, if any, make changes within the general scope of this order in any one or more of the following: (1) quantity of items or services ordered; (2) drawings, designs or specifications; (3) delivery or performance schedules; (4) shipping and billing instructions; (5) place of delivery.
(b)supplier shall proceed promptly to make such changes in accordance with the terms of the Purchaser’s written change order. If any such change causes an increase or decrease in the cost of performance of this order or in the time required for performance, an equitable adjustment shall be made in the purchase order price or the performance schedule or both, and this order shall be amended in writing accordingly. Any claim by the supplier for adjustment under this provision shall be asserted in writing within thirty days from the date of the written order effecting the change. In the absence of such notification, the Purchaser shall not be obligated to consider the Supplier’s claim for an equitable adjustment resulting from the change. Purchaser shall not be obligated to consider any claim for an increase in price after final payment to supplier hereunder. Where the cost of property made obsolete or excess as a result of change is included in the Supplier’s claim for adjustment, the Purchaser shall have the right to prescribe the manner of disposition of such property.

14. INFORMATION AND INVENTIONS.
(a) All information, specifications and drawings furnished to the supplier in connection with the order shall be used only in the manufacture of items or the performance of services for Purchaser. It shall be considered the property of Purchaser and shall not be disclosed by the supplier. In the absence of a written agreement to the contrary, all information, specifications and drawings furnished to Purchaser in connection with this order shall be considered non-proprietary and may be used or disclosed to third parties by Purchaser as Purchaser chooses. (b) Any inventions, sole or joint, made by supplier employees and arising out of the subject matter of this order, as amended or extended, shall be fully disclosed and completely assigned by the supplier to the Purchaser without further compensation.

15. INDEMNIFICATION.
Supplier agrees to indemnify and hold harmless Purchaser, its successors, assigns and customers against any and all claims, losses, costs or damages based upon or arising out of any infringement or alleged infringement or any letters, patent, trademarks or copyrights by reason of the sale or use by Purchaser or its customers of any item, service or process sold or furnished under this order unless the item, service or process is made or furnished according to Purchaser’s drawings, designs or specifications. Supplier further agrees to indemnify and hold harmless Purchaser, its successors and assigns from and against any and all claims, losses, costs or damages based upon or arising out of (1) any defect in any item furnished under this order, (2) any construction, installation, services or facilities furnished under or in connection with this order, (3) the use of any equipment or goods furnished to Purchaser on an experimental basis, or (4) any violation by the supplier of any governmental law, ordinance, regulation or order with respect to any item, service or process sold or furnished under this order.

16. MATERIAL, TOOLING AND EQUIPMENT FURNISHED BY THE PURCHASER.
(a) All material, tooling and equipment that Purchaser is required hereunder to furnish to the supplier shall be delivered in sufficient time to enable the supplier to meet its performance schedule. If any such material, tooling or equipment is not delivered to the supplier in sufficient time, the resultant delay or supplier nonperformance shall be excusable. If Purchaser shall terminate this order as a result of any such delay in performance or failure to perform by the supplier, such termination shall be for the convenience of Purchaser, and settlement shall be made in accordance with section 13(b) hereof. Purchaser shall have no liability to the supplier by reason of any delay in delivery of, or failure to deliver, any such material, tooling or equipment.
(b) All risk of loss or damage to any material, tooling or equipment furnished by Purchaser shall be upon supplier shall replace by purchase from Purchaser at Purchaser’s price then current any such material lost or damaged because of spoilage, breakage or defective workmanship of supplier in excess of any allowance made thereof or by Purchaser. Upon completion of this order, any of the material furnished by Purchaser and not consumed in the performance of this order and any tooling or equipment furnished by Purchaser shall be returned to Purchaser or otherwise disposed of per Purchaser’s instructions.
(c) When Purchaser furnishes any material for use in furnishing the items or services called for hereunder, the supplier shall neither substitute material from any other source nor alter the physical or chemical properties of the material furnished to it except in accordance with applicable Purchaser specifications or Purchaser’s written approval.

17. SERVICES SUPPLIED BY SUPPLYER.
If this order covers the performance of services on the premises of Purchaser, the supplier agrees to furnish certificates from its insurance carriers showing that it carries workmen’s compensation, automobile liability, public liability, and property damage insurance coverage with limits satisfactory to Purchaser. If the supplier is a self-insurer, it must have the appropriate state agency of the state in which the services are to be performed furnish to the Purchaser a certificate to the same effect. Supplier will be responsible for all materials and workmanship until the items or services are completed and accepted by Purchaser. Supplier further agrees to keep Purchaser’s premises free and clear of all mechanic’s liens. Purchaser may withhold any and all payments due under this order until the supplier has furnished satisfactory evidence that all bills for labor and material referable to this order have been paid in full.

18. SHIPPING AND BILLING.
(a) Packing. All items shall be packed in a suitable container for protection in shipping and storage and in accordance with any specifications of the Purchaser. Supplier shall be responsible for all packaging and packing costs unless otherwise agreed in writing by Purchaser. (b) Marking. Supplier shall indicate the number of this order on all packages shipped pursuant hereto, and the order number, the part number, and the manufacturing order number, if there is one, must appear on all packing lists, bills of lading, and invoices. (c) Shipping. The supplier will comply with all applicable export controls, customs and Foreign Trade Regulations. Unless otherwise noted, the Supplier will pay all shipping charges FOB Purchaser’s Dock. If Purchaser agrees to pay shipping costs, the supplier shall nevertheless pay shipping costs to the extent that they exceed the cost of the mode of shipment specified on the face of this order or, if no mode is specified, any such costs over normal shipping costs, including additional costs, necessitated by reason of any of delay by the supplier in making deliveries hereunder. (d)Value. If the Purchaser agrees that the delivery point shall be F.O.B. origin, the supplier shall declare no value above $50.00 on a bill of lading. (e) Invoice. Supplier shall render to Purchaser’s Accounts Payable Department on the date of shipment a separate invoice for each shipment made pursuant to this order and shall indicate thereon the number of this order, the part number, and the manufacturing order number if there is one. Any discount period shall be calculated from the date an acceptable invoice is received or the date items are received by the Purchaser, whichever is later.

19. COMPLIANCE WITH STATUTES AND REGULATIONS.
Supplier warrants and certifies that in the performance of this order, it will comply with all applicable statutes, rules, regulations and orders, now in effect or hereafter enacted, of the United States and any state or political subdivision of any state, including statutes, rules, regulations and orders pertaining to labor, wages, hours and other conditions of employment, wage and price ceilings, if applicable, the Fair Labor Standards Act, as amended, and notification requirements pertaining to employee rights under the federal labor laws pursuant to 29 C.F.R. Part 471, Appendix A to Subpart A, incorporated herein by reference. The supplier confirms they have exercised proper due diligence to identify conflict minerals, as defined by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and counterfeit components in their supply chain, have disclosed this information to the Purchaser and will immediately inform the Purchaser of any changes, errors, or omissions.

20. EQUAL EMPLOYMENT OPPORTUNITY.
To the extent applicable, all parties agree to abide by the provisions 29 CFR Part 471 Appendix A. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

21. ENVIRONMENTAL HEALTH & SAFETY.
The Goods and their packaging shall not contain any substance prohibited or exceeding the concentration limit for the respective applications pursuant to national or international regulations. If Goods are to be delivered into Europe, Seller shall provide information on “Substances of Very High Concern” (SVHC) as required in Article 33 of Regulation EC 1907/2006 (REACH) to the buyer if Goods are to be delivered into a country where the Union Directive 2002/95/EC (RoHS), the Goods shall not contain any substance prohibited or exceeding the concentration limits for the respective applications pursuant to RoHS. The Goods, irrespective of whether the Good itself is an electrical or electronic equipment within the meaning of the RoHS, shall not contain any substance prohibited or exceeding the concentration limit for the respective applications pursuant to RoHS.

22. CUMULATIVE RIGHTS AND REMEDIES.
The rights and remedies herein provided to Purchaser shall be cumulative, as to one another, and shall be in addition to any other rights and remedies provided in law or equity.
23. WAIVERS. A waiver or any failure on Supplier’s part to carry out any condition, term or part of this order shall not as a waiver with respect to any recurrence of such failure or with respect to a failure to carry out any other condition, term or part.

24. CAPTIONS.
Captions used in this order are for convenience of reference only and shall not be deemed a part of the order.

25. ENTIRE AGREEMENT: MODIFICATIONS.
This order sets forth the entire agreement between the parties hereto with respect to the subject matter and supersedes all prior communications, representations or agreements, whether oral or written. No agreements or understandings varying or extending the provisions of this order and no consent or waiver relating hereto will be binding on the Purchasing Manager, Purchasing Agent or other duly authorized representative of Purchaser.

26. APPLICABLE LAW.
Supplier warrants and certifies that in the performance of this order, it will comply with all applicable local, state and federal laws.

Volpi Manufacturing USA Co, Inc.
5 Commerce Way, Auburn, New York, 13021, USA
Tel: +315.255.1737 Fax: +315.255-1202
www.volpi-group.com

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Switzerland Terms & Conditions

Terms & Conditions of Sale and Delivery

  1. APPLICABILITY
    All offers of products, services and delivery are made exclusively on the basis of the following provisions insofar as they have not been expressly excluded or changed. Acceptance of our offers, order confirmations and invoices shall constitute acknowledgment of our terms. Our written consent is required in any case for variances.
  2. SCOPE OF DELIVERY
    The order confirmation shall prevail with respect to the scope and execution of the delivery. Order confirmations are normally not sent for deliveries ex-warehouse.
  3. PRICING
    All prices in each case apply in the currency shown, ex-factory, unpackaged, and insured. The customer shall bear all other costs (VAT, freight, customs duty, charges and fees, etc.). Special packaging is charged according to the effort expended. The price lists valid at the time of the order shall apply, or the prices stated in an offer that are still valid. The prices offered apply only if the characteristics and quantities stated in an offer are ordered without change or reductions. The prices are calculated on the basis of the costs that apply on the date of the offer. We, therefore, reserve the right to adjust the prices to new conditions if the circumstances that guided the pricing have changed significantly, even for deliveries that have not yet been made.
  4. BLANKET ORDERS AND/OR CALL-OFF ORDERS
    The customer submits a blanket order in which the quantity is based on a maximum of the requirements for one year. The term of the order runs for a maximum of 12 months as of the start of the first delivery date. If no first delivery date is established when the order is issued, the term of the order shall be 12 months as of the date of the order. If the Customer does not purchase the agreed blanket total quantity by the end of the agreed term, the Customer is then obligated to accept the call-off amount defined in the blanket order as well as any possibly existing reserve stock that VOLPI AG may have at the agreed unit price. If fixed call-off dates and call-off quantities are agreed against the call-off order, and if the entire lot size was not called off by a call-off date, the customer is obligated to accept the remaining units until the lot size has been met at the agreed unit price. We reserve the right to adjust prices based on currency fluctuations, amended customs rates and allocations.
  5. TECHNICAL DOCUMENTS
    Technical documents such as sketches, drawings, descriptions, and such are to be considered only as approximations; we reserve the right to make any necessary changes. We shall retain intellectual property ownership with respect to all technical documents. They may not be used for manufacturing or provided to third parties. On the other hand, the customer shall also retain intellectual property ownership with respect to documents provided to us by the customer, and they shall not be made available to third parties.
  6. TERMS OF PAYMENT
    If no other written agreement is reached, the following terms shall apply: 30 days net from the invoice date. For deliveries below an invoice amount of Fr. 100.-, for first deliveries to new customers or for deliveries to customers who, from previous experience, do not comply with our payment terms, we reserve the right to deliver the goods on a COD/advance payment basis. The customer shall bear the costs thereby incurred. The payment dates must be complied with even if the transport or delivery is delayed or made impossible for reasons for which we are not responsible. The customer may not reduce or withhold payments based on complaints, claims or counterclaims that we have not acknowledged. The payments must also be made if non-essential parts are missing, and this does not make use of the delivery impossible. If the customer does not comply with the payment dates, he shall pay interest on arrears starting from the due date without special notice. The interest is based on the interest rate on current accounts customary with major Swiss banks plus 1.5%. Interest payment on arrears does not rescind the obligation to make other payments under the agreement. If payments have been agreed for special equipment or systems after acceptance, an invoice will be issued for the agreed remaining amount after the date of acceptance. This amount shall be due in any case by 30 days (see also Art. 19.
  7. PACKAGING, SHIPMENT AND INSURANCE
    In the absence of special agreements, packaging and shipping shall be performed in accordance with our best judgment. Delivery shall take place at the risk of the recipient. The customer shall immediately address complaints of damage or loss of the shipped goods directly to the shipping agency prior to acceptance.
  8. DELIVERY PERIOD
    If no special delivery date is requested, we will deliver ex-warehouse if possible. Furthermore, agreed and confirmed delivery dates apply subject to unforeseen obstacles. The period of delivery starts as of the date of our order confirmation. It ends when the respective shipment is ready for shipment. Compliance with the delivery dates is dependent on the customer placing the order having met any obligations, such as notification of specifications, advance payments etc., in a timely manner. We shall always make an effort to meet the delivery dates we have indicated and have carefully calculated even if unforeseen circumstances occur. We cannot, however, grant a legal guarantee of such dates.
  9. FORCE MAJEURE
    For this contractual relationship, force majeure is also considered to be serious circumstances occurring for no fault of our own, such as total or partial closure of supply factories, mobilization, outbreak of war, rioting, fire, earthquake, import or export prohibitions or a substantial increase in import duties.
  10. RETENTION OF TITLE
    We retain ownership of the delivery until we have received complete payment. The customer is obligated to assist us in steps taken to protect our property.
  11. COPYRIGHT PROTECTION, PATENT AND TRADEMARK RIGHTS
    We retain trademarks, drawings and project ownership. Without our express permission, it is not permitted to reproduce them, use them or pass them on to third parties.
  12. TRANSFER OF USE AND RISK
    Use and risk are transferred to the customer no later than upon dispatch of the delivery from our offices, including when the delivery is postage paid or when the shipping is organized and controlled by us. If the shipment is delayed or made impossible for reasons for which we are not responsible, the delivery will be placed in storage on the customer’s account and risk.
  13. WARRANTY
    All warranty claims will only exist to the extent defined below. All claims over and above this, and in particular compensation claims for damage caused directly or indirectly by the goods or by use of them, will be expressly excluded. The Seller will give a warranty for all defects that occur during the guarantee period if these can be proved to have been caused by poor material or faulty manufacture. The guarantee period will be twelve months, starting on the day when the goods are delivered to the Purchaser. The Purchaser must inspect the delivery item within 14 days (Switzerland) or 30 days (Export) following receipt and immediately provide written notification of any defects found, giving reasons for his claim. If he fails to do so, the delivery shall be considered to have been accepted. The claims of the Purchaser will lapse in any event if they are not enforced within the guarantee period of three months following delivery of the goods. The opening of conciliation proceedings will satisfy requirements in terms of meeting this deadline. The liability of the Seller will be limited to reparation or replacement of the defective delivery item or reimbursement of the invoiced value of an item not replaced at his own option. Under no circumstances will the Seller be liable for disassembly or re-assembly, for any associated travel or transport expenses or for any kind of damage caused directly or indirectly by the delivery item itself or by use of it. Modifications or repair work performed without the written permission of the Seller or any failure to observe the operating instructions of the Seller will rescind the warranty unless these are measures that the Purchaser is obliged to undertake as part of his duty to avert, minimize or mitigate loss. Recommendations in respect of application know-how given to the Purchaser in all conscience will be without obligation and will not constitute grounds for any contractual obligation. They will not discharge the Purchaser from inspecting the goods to ascertain their suitability for the purpose for which they are intended on his own responsibility.
  14. LIABILITY
    We must provide delivery in accordance with the agreement and meet our warranty obligation. Any further liability towards the customer or third parties for any damage is excluded.
  15. PLACE OF PERFORMANCE AND LEGAL VENUE
    The place of performance for deliveries and payment and legal venue for both parties is the registered office of VOLPI AG, Dietikon.
  16. APPLICABLE LAW – The legal relationship is subject to Swiss law.
  17. The following alternate or additional provisions apply to special fiber-optic components and optoelectronic products and systems:
    (a) Tool costs. The customer acquires no rights to tools by sharing the cost of tools. We shall retain ownership of the tools.
    (b) The delivery date shall be extended at our discretion if we have not been provided with important details needed for executing the order in a timely manner, if the customer subsequently changes them or if the contractual obligations or the terms of payment are not met. In the event of delivery delays, the customer is not entitled to claim restitution of any kind for consequences of default that could be based on the delay of delivery. Any failure to meet the delivery date also does not give the customer the right to withdraw from the transaction or to annul the order.
    (c) For large systems or under a special agreement, we are prepared to conduct acceptance at our or the customer’s sites. The costs we incur thereby shall be charged according to the effort expended. The result of acceptance shall be recorded in writing. Any outstanding payments shall be due 30 days after acceptance or arranged acceptance (see also under Art.6).
    (d) Specially fabricated products – We reserve the right to deliver up to 10% more or less than the ordered number of fiber-optic components for technical fabrication reasons. For orders that are not based on list or special offer prices, the customer expressly acknowledges the prices based on results.
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