ln this agreement:
The "Seller" is Audiotronics S.R.L.
The "Buyer" Is the customer.
The "Products" are the products manufactured by Sonion A/S and IntriCon Corporation and Dreve Otoplastik GmbH and distributed by Audiotronics S.R.L.


These General Conditions of Sale and Delivery shall apply to any sale of the Seller's products, unless otherwise agreed by both parties in writing.


Price quotations, unless otherwise stated, shall automatically expire thirty (30) calendar days from the date issued and may be cancelled or amended within that period upon written notice to Buyer. Prices quotations do not include transportation and insurance costs, duties, and all taxes including value added tax.
All purchase orders placed by Buyer are subject to written acceptance by the Seller to form a binding contract. Orders may not be cancelled or rescheduled without the Seller written consent. The Seller hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyers purchase orders, unless the Seller agrees to such terms in writing,


Any information and technical data on the Seller's products stated in catalogues, brochures, and other written material shall be treated as approximate indications and shall not be binding for the Seller, unless expressly agreed in writing. The Seller assumes no liability for the Buyer's selection of the product, including product compatibility, or for the use and results thereof, unless expressly agreed in writing. The Seller assumes no liability for the buyers selection of any supplementary equipment and service required to be used together with the products, or for the use and results thereof. The Seller reserves the right to make any modifications to its products provided such entail no material limitation of the products scope of applications.


Unless otherwise expressly provided on the order acknowledgements, the prices of all products are EXW (Seller's office location) in accordance with lncoterms 2O12. Title to and risk of loss of the Products shall pass to the Buyer upon delivery of such Product(s) to the Buyer. Buyer acknowledges that delivery dates provided by the Seller are estimates only and the Seller will not assume liability, consequential or otherwise, because of any delay or failure to deliver all or any part of any order for any reason. Delay in delivery of one installment shall not entitle Buyer to cancel other installments. Seller may deliver products in installments.


Unless otherwise expressly agreed, all payments are to be made thirty (30) days from date of invoice. No cash discount is allowed. ln case of delay in payments the Seller may at any time require full or partial payment in advance of delivery, or in advance of manufacture. lf payment is not made when due, interests correspondingto 0,5% per commenced month will be debited to the Buyer on overdue payments. The Buyer is not entitled to set off/retain neither fully nor partly any payments due in order to cover counterclaims against the Seller. The Buyer's failure to receive the delivery at the agreed time, shall not release the Buyer from the obligations to perform the payment as if delivery had taken place in pursuance of the agreement.


The Seller warrants that the products sold by him shall be free from defects in material and workmanship for a period of one year from the date of invoice. The foregoing warranty applies only to the extent of specifications designed exclusively by the represented Seller's companies and does not apply to products designed in whole or in part by Buyer, or product which is subject to misuse, improper installation, operation under conditions for"which the product is not designed, disassembly, removal of factory seals, unauthorized repair or modification, neglect or accident and is subject to Seller's verification of defect, in its sole discretion. Selle/s sole obligation for product failing to comply with this warranty shall be, at its option, in adjustment, repair, or replacement of (parts of) the product or its components. Labor charges associated with disassembly and assembly will not be reimbursed. lf disassembly interferes with other elements than the product, the appurtenant work and costs shall not concern the seller. The seller shall not be liable for any costs attributable to the product being incorporated in or forming part of another product so as to hinder replacement and thereby rendering the entire product unusable. The buyer shall notify the seller in writing of any defects on discovery without undue delay. The notification shall describe the nature of the defect. lf the Buyer fails to notify the seller of a defect within the period of the warranty, the Buyers right to invoke the defect shall lapse. In no event shall the Seller be liable for any special, incidental or consequential damages arising from infringement or alleged infringement of patents, copyrights, or other intellectual property rights. ln no event shall the Seller be liable for special, incidental or consequential damages of any nature whatsoever (including, but not limited to, loss of profits, loss of use and loss of goodwill), regardless of whether the Seller has been given notice of any such alleged damages, and regardless of whether such alleged damages are sought under contract, tort or other theories of law.


ln no event the Seller shall be liable for non-performance due to force majeure, including but not limited to war, riots, civil commotion, government intervention, or intervention by local authorities, strikes, boycott, or lock out, shortage of raw materials, labour, or power, lack of supply of products, ban on imports or exports, natural disasters, fire, explosion, or any similar causes beyond the control of the party invoking this force majeure provision and which impede the fulfillment of such party's obligations. ln an event of force majeure condition, the Seller time for performance shall be extended for a period to the time lost as a consequence of the force majeure condition without subjecting the Seller to any liability or penalty. The Seller may, at his option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.


These Terms shall be governed by and interpreted in accordance with the law of the Republic of ltaly. ln the event that any dispute or controversy between the parties arises out of or is related hereto, whether in contract or tort, such dispute or controversy shall be subject to the exclusive jurisdiction of the courts, and the prevailing party shall recover all of its costs, including reasonable legal fees. However, the seller shall be entitled to request settlement by arbitration in accordance with the general rules of the Republic of ltaly.


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