GENERAL CONDITIONS OF SALE

1. Contract

1.1 The supply of alloys, metals, brazing powders, plating products, equipment, materials, consumables and services (“Products“) by Legor Group S.p.A., with registered office in Via del Lavoro 1, 36050 Bressanvido (VI), Italy, (“LEGOR“) is governed by these general conditions, which are an integral and substantial part of the Product sales agreement (“Contract“) that will be concluded between LEGOR and the Customer.

1.2 The Contract is considered concluded with the receipt by the Customer of the LEGOR order confirmation.

1.3 The general conditions of any nature affixed to orders and/or other documents sent by the Customer and/or otherwise made known to LEGOR are not, in any case, applicable to the Contract and/or to any supply of Products. Any special terms and/or conditions of supply will be applicable to the Contract only if contained in the LEGOR order confirmation. Further changes and/or additions are binding only if accepted in writing by LEGOR.

1.4 Upon written communication, LEGOR reserves the right to modify the Products with respect to what is illustrated in the relative offer and/or order confirmation, when such modifications (i) are necessary and/or appropriate according to technical, aesthetic and/or production needs, (ii) are mandatory under the applicable law and (iii) do not reduce and/or modify the performance and/or qualitative characteristics of the Products already agreed with the Customer.

2. Offers

2.1 Product offers are sent by Legor to the Customer via e-mail or made accessible via the MyLegor platform.

2.2 Product offers are valid for 7 (seven) days unless otherwise indicated in the offer itself. As a partial exception to the foregoing, the offers relating to Products containing metals – since the price of the Products consists of a part of fixed labor costs and a part of variable costs linked to the prices of metals at the time of issue of the offer – may lose validity before the aforementioned 7 (seven) days if the prices of metals undergo variations outside the limits indicated in the offer. In case of changes in the prices of metals beyond the limits indicated in the offer, a new offer will be sent at the request of the Client – or will be made available on the MyLegor platform.

2.3 The quotations of the metals on which Legor’s offers are based are visible on the website legor.com or available on the MyLegor platform.

3. Orders and order confirmations

3.1 Purchase orders must be sent in writing, via e-mail or via the MyLegor platform, complete with all the necessary data for the production, delivery and invoicing of the Products (i.e. company name, address, tax data, type of product, quantity, terms of delivery requested, methods of transport, carrier data, any specific documents requested, any particular instructions on the Products, packaging, shipping and/or billing, special permits that the Customer is awaiting, any additional documents or information required for order fulfilment). The data provided by the Customer during the order cannot be changed after the Customer has received the LEGOR order confirmation.

3.2 Any delay by the Customer in the transmission of data may result in a proportional deferral of the delivery terms, which will be re-established by LEGOR on the basis of its production capacities.

3.3 LEGOR will confirm orders in writing via e-mail or via the MyLegor platform as soon as possible and in any case exclusively from Monday to Friday, from 9.00 to 12.20 and from 14.00 to 17.00, Italian time.

3.4 If the order received by LEGOR refers to an offer that is no longer valid – because it has expired or due to changes in the prices of metals outside the limits indicated in the offer – the order will not be confirmed and LEGOR will proceed as soon as possible to make a new offer.

4. Physiological loss of production

In the metalworking process, a physiological loss of metal can occur in varying quantities depending on the type of metal and the type of processing. Therefore, the quantity of fine metal contained in the finished products delivered by Legor may be lower than the quantity indicated in the Customer’s purchase order or compared to the quantity of metal delivered by the Customer on account for manufacture.

5. Place and terms of delivery

5.1 Unless otherwise provided for in the Contract, the Products will be delivered Ex Works (EXW – Incoterms® 2020) LEGOR plant in Bressanvido (VI), Italy or in a different place indicated by LEGOR in the communication of “Products ready for delivery”. LEGOR will not be liable for damage, loss or theft that may occur to the Products after delivery pursuant to this Article 5.1.

5.2 The delivery terms of the Products will be indicated in LEGOR’s order confirmation, they will be indicative and cannot be considered as essential terms, unless otherwise expressly agreed in writing.

5.3 In case of delays in the delivery of the Products due to unforeseeable circumstances, force majeure or other events not attributable to willful misconduct and/or gross negligence of LEGOR, the Customer will not be able to claim any compensation for damage or request termination of the Contract and/or reduction of the price.

5.4 Unless otherwise agreed in writing, when the Products are available, LEGOR will send to the Customer a communication of “Products ready for delivery”, indicating the date for their collection. In case of a delay in the collection of the Products of more than 5 (five) working days with respect to the date indicated, LEGOR may at its option (i) terminate the Agreement and resell the Products to third parties, (ii) charge the Customer a lump sum for the warehouse costs of the amount of 3% of the order value of the Products not collected for each week or part of a week of delay or (iii) ship the Products to the Customer, at the latter’s expense.
In any case, the risk of damage and/or theft of the Products will be borne by the Customer starting from the delivery date initially agreed.

5.5 Where the preliminary delivery of metals has been agreed by the Customer, any possible delay by the Customer in the delivery of these metals may result in a proportional deferral of the delivery terms, which will be again established by LEGOR based on its production capacities. If the Customer delivers metals that do not comply with LEGOR’s technical purchase specifications or in lower quantities than those required by LEGOR, the latter reserves the right to return the received metal to the Customer charging them for the transport costs and purchase compliant metal – upon receiving a new specific order from the Customer based on the LEGOR offer -, it being understood that in this case delivery of the Products may be proportionally deferred.

5.6 In case of export of the Products outside Italy, the Customer must send LEGOR, via e-mail to custom@legor.com as soon as possible and in any case no later than 60 (sixty) calendar days from delivery pursuant to the previous Article 5.1, the documents certifying export of the Products. Failing this, LEGOR reserves the right to charge the Customer VAT on the Products sold.
In the case of Products exported by the Customer outside the EU, LEGOR will charge the Customer the sum of € 50.00 (fifty / 00 Euro) per order for administrative and documentation costs.

6. Price and payment

6.1 The price of the Products is indicated in the LEGOR order confirmation and, in case of changes in metal prices between the time of issue of the offer and the time of receipt of the order or if specific information is sent by the Customer only with the order, the price may differ from any offers previously sent.

6.2 Unless otherwise specified, the price of the Products is expressed in Euros, it does not include VAT and packaging costs which will be highlighted separately and it is intended for Products delivered Ex Works (EXW – Incoterms® 2020) at the LEGOR plant, therefore not inclusive of transport costs, taxes, duties, any other cost not expressly included in the LEGOR order confirmation.

6.3 The price of the Products must be paid by the Customer in the manner and by the deadlines indicated in the LEGOR order confirmation. Unless otherwise specified, Products composed of precious metals (e.g. gold, silver, platinum, palladium, rhodium, etc.) must always be paid in advance.
Where advance payment is foreseen, the price must be credited to LEGOR’s account at the latest within 5 (five) working days of the receipt of the LEGOR order confirmation and it is understood that LEGOR will not begin execution of its service before receipt of the payment with the consequent possible justified deferral of the delivery dates.
In case of delay in payment, the Customer must pay default interest calculated on the basis of the applicable law specified below, all sums will be immediately due and the previously agreed payment conditions will be considered as expired and not applicable.
Any delay or failure to take delivery of the Products by the Customer does not determine any extension and/or deferral of the payment terms.

6.4 LEGOR will have the right to suspend delivery of the Products if: (a) the capital and/or financial conditions of the Customer are such as to jeopardize the punctuality of the relative payment; (b) the Customer fails to make a timely exact payment for supplies provided by LEGOR also in the context of other contractual relationships, up to the full payment of the sums overdue and/or the provision of suitable guarantees for deliveries in progress, without prejudice, in any case, to the right of LEGOR to compensation for any damages.

6.5 Under no circumstances will any defects and/or faults of the Products, even if expressly recognized by LEGOR, or any delays with respect to the agreed delivery dates, give the Customer the right to suspend the relative payments, and/or any other payment due to LEGOR also under other contractual relationships.

6.6 Under no circumstances will the Customer be entitled to offset the amount due to LEGOR by way of price of the Products with any sums due for any reason from LEGOR.

7. Retention of title

LEGOR will remain the sole owner of the Products until the date of their full payment.
The formalities provided for by the applicable law to make the retention of title enforceable against third parties will be at the cost and care of the Customer, without prejudice to LEGOR’s right to take action in the event of the Customer’s lack of action by charging the relative costs to the latter.
In case of termination of the Contract due to breach by the Customer, any price installments paid will be acquired by LEGOR as compensation within the limits established by law, without prejudice to the right to compensation for further damages deriving from this.

8. Warranty

8.1 LEGOR guarantees that the Products will conform to what is specified in the relative technical and safety data sheets, will comply with Italian standards and applicable European Regulations and will be free from flaws and defects in workmanship and materials for the period indicated on the Product packaging or, in the absence of indication, for a period of 1 year from the date of delivery of the Products (“Warranty Period“).

8.2 If the Customer finds faults or defects in the Products, it must immediately suspend their use and, under penalty of forfeiture of the warranty, it must inform LEGOR in writing within 8 days from the date of their discovery or from the date of delivery of the Products in case of visible defects.
In the event that the Customer raises an objection during the Warranty Period about the presence of defects of the products which are then recognized and accepted by LEGOR, the latter will, at its sole discretion, repair the defective Products or replace them, with the delivery of the same to the Customer – unless otherwise agreed in writing – Ex Works (EXW – Incoterms® 2020) LEGOR plant in Bressanvido (VI), Italy, it being understood that the warranty on replaced or restored Products will last for the residual Warranty Period provided for the Products originally delivered. If it is not possible to repair or replace the Product, LEGOR may refund the price of the non-compliant Product or grant discounts on subsequent supplies.
The warranty obligations will be effective and binding only if LEGOR is placed in a position to verify the existence of the faults and/or defects disputed by the Customer, having received the requested data, analysis and samples from the Customer. Return of the Products may be made only for complaints received within the Warranty Period, subject to the written authorization of LEGOR and provided that the Product packaging is intact.
LEGOR’s guarantee obligation is understood to be fully fulfilled with replacement and/or repair of the Product (or, where not possible, with reimbursement of the price or the discount on subsequent supplies), without other charges or additional obligations to be charged to LEGOR and in particular with the express exclusion of compensation obligations for any production delays resulting from defects or non-conformity of the Products.
Unless otherwise expressly agreed in writing between the parties, all transport costs for the return to LEGOR of any defective Products, as well as all other ancillary and additional costs with respect to repairs or replacements will be borne by and be at the risk of the Customer.

8.3 The warranty is excluded if the defects and/or faults of the Products are determined by the following causes:
(i) modifications of the Products not authorized in writing by LEGOR;
(ii) improper use or applications of the Products and, in particular, failure to comply with the provisions of the Product safety data sheets or applications that are inconsistent with what is indicated in the Product data sheets;
(iii) conservation and/or storage of the Products in a manner that does not comply with the instructions provided by LEGOR;
(iv) any other cause not due to the negligence of LEGOR.
In any case, the Customer forfeits the warranty rights provided herein if it does not regularly pay the agreed price, even if the non-fulfillment or delay only concerns part of the total price of the Products.

8.4 Without prejudice to application of the rules on liability for damage from defective products, the warranty obligations governed by this Article 8, as well as any liability in the event of willful misconduct or gross negligence, LEGOR will not be liable for direct or indirect, incidental or consequential damage that the Customer and/or third parties may suffer due to defects of the Products.
The Customer will not be entitled to terminate the Contract for defects relating to the Products covered by this warranty in the event of timely fulfillment by LEGOR of its obligations.

8.5 Under no circumstances will the overall liability of LEGOR for damages deriving from defects and/or faults of the Products under this Agreement exceed the total price of the relative order.

9. Industrial and intellectual property rights – Confidentiality

9.1 The samples, production techniques and data relating to the Products, as well as LEGOR trademarks and logos, are and will remain the exclusive property of LEGOR.

9.2 The Customer may not make changes to the Products or remove, modify or tamper with the brands, logos, labels, information or numbers shown and/or printed on the Products.

9.3 The Customer must maintain confidentiality of confidential information relating to Products, LEGOR and its commercial and production organization.

10. Force majeure

LEGOR will not be liable for damages, losses or delays caused by strikes, labor unrest, lockouts, unforeseeable circumstances, fire, shortage or absence of raw materials, delay in deliveries by suppliers and/or carriers, government acts or similar acts, whether or not they are valid, earthquakes or other natural events, embargoes, war or riots, epidemics, pandemics or any other cause beyond its reasonable control.
LEGOR will promptly inform the Customer of the occurrence of the force majeure event, indicating the details of the event, an estimate of the consequences as well as the expected duration.

11. Exclusive jurisdiction

For any dispute relating to the Contract and/or the supply of Products, the Court of Vicenza, Italy will have exclusive jurisdiction.
LEGOR will in any case also have the right, at its sole discretion, to act before the court of the place in which the Customer has its registered office.

12. Applicable law

These general conditions of sale and the relative contracts will be governed by Italian law.
If the Customer is a subject under foreign law and/or in any case a subject having its registered office or main establishment abroad, the Contracts relating to supply of the Products will, in any case, be governed by the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980).

13. Waivers

The circumstance that LEGOR does not assert any of the rights referred to in these general conditions, cannot be understood as an implicit waiver of these rights, nor will it prevent LEGOR from demanding their timely and rigorous observance at any other time.

14. Transfer

The Customer may not transfer and/or assign the credits and rights deriving from the Contract to third parties without the prior written consent of LEGOR.

The Customer declares, pursuant to and in accordance with Articles 1341 and 1342 of the Italian Civil Code, that it has carefully read and expressly approves each of the following clauses:

• Article 1.4 adjustments;
• Article 4 physiological loss of production;
• Article 5.2 limitation of liability in case of delays;
• Article 5.3 prohibitions in case of delivery delays due to unforeseeable circumstances or force majeure;
• Article 5.4 right to terminate the Agreement or charge storage/transportation costs;
• Article 6.4 right to suspend deliveries;
• Article 6.5 prohibition of suspending payments;
• Article 6.6 prohibition of offsetting;
• Article 7 retention of title;
• Article 8.2 forfeiture of the guarantee and exclusion of additional charges compared to replacement / repair;
• Article 8.3 exclusion of warranty;
• Article 8.4 limitation of liability and prohibition of termination;
• Article 8.5 limitation of liability;
• Article 9.3 confidentiality;
• Article 10 force majeure;
• Article 11 exclusive jurisdiction;
• Article 12 applicable law;
• Article 14 transfer.