General Terms and Conditions of Sale –

ANEA-ITALIA from October 25, 2016

I.Scope of Application

1. These Terms and Conditions of Sale are binding for all contracts of sale concluded by ANEA- ITALIA. Buyer’s Purchasing Terms and Conditions are hereby rejected and shall not apply, even if no express objection is being made by ANEA-ITALIA when the order is confirmed or if ANEA-ITALIA makes delivery without reservations being aware of Buyer’s Terms and Conditions.
2. These Terms and Conditions of Sale only apply vis-à-vis entrepreneurs(Unternehmer) in terms of Italian law from Civil Code. By placing an order or submitting an offer, Buyer confirms that he is an entrepreneur and, when concluding the contract with ANEA-ITALIA, acts in exercise of his or its trade, business or profession.
3. In these Terms and Conditions of Sale the headings are for reference only and will not affect their interpretation.

II.Conclusion of Contract

1. All offers by ANEA-ITALIA shall not be binding unless explicitly stated otherwise.Offers by ANEA-ITALIA via its website www.anea-italia.com shall generally not be binding and subject to its written confirmation. Buyer submits an offer by placing its order. The contract is only concluded upon written confirmation by ANEA-ITALIA. The parties agree that the provisions contained in Italian law from Civil Code shall not apply.
2. Any agreements made between the parties at the time of conclusion of contract are fully stipulated in writing. The employees of ANEA-ITALIA are not entitled to verbally make any deviating agreements.
3. Unless otherwise agreed, references to the INCOTERMS are meant to refer to the INCOTERMS in the most current version.

III.Prices and Taxes

1. If not otherwise agreed, prices are in EURO (€).
2. Any increase or imposition of new taxes, duties and sale fees, which affects the export and comes into force after the signing of the contract will be for Buyer’saccount. The same shall apply to freight increases not attributable to ANEA-ITALIA.

IV.Non-Availability of Goods

1. The Goods presented by ANEA-ITALIA on its website are individual goods owned by Anea Italia SRL or by third-party- suppliers (it depends on a case-by-case basis) that will be purchased by ANEA-ITALIA in its own name and for its own account in order to fulfil the contract with Buyer. ANEA-ITALIA will notify Buyer without undue delay in the event the purchased Goods may no longer be available from the respective supplier. If ANEA-ITALIA becomes aware of the non-availability of the Goods before sending its order confirmation, ANEA-ITALIA will not confirm the order but will give notice of the non-availability to Buyer instead. In this case, a contract is not concluded. If ANEA-ITALIA only becomes aware of the non-availability after conclusion of contract and notifies Buyer in accordance with Italian law from Civil Code, either Party has the right to rescind the contract on the concerned Goods.
2. Alternatively, the Parties may agree that ANEA-ITALIA shall try to find acceptable replacement goods. If such replacement goods are found and both Parties agree on the terms and price of the replacement, the order will be adjusted accordingly. If the purchase price for the replacement goods is lower than the initial purchase price and Buyer has already made the payment, ANEA-ITALIA will issue an adjusted invoice and reimburse the resultant price difference to Buyer without undue delay. If no replacement goods can be found or the Parties do not agree on the terms and price of the replacement, either Party again has the right to rescind the contract. In that case, ANEA-ITALIA will return payments or payment instruments already received.

V.Payments

1. If not otherwise agreed, all payments payable to ANEA-ITALIA under the contract will become due one (1) day after receipt of the invoice. Place of performance for all payments to ANEA-ITALIA shall be ANEA-ITALIA’s place of business. Payments shall be effected on the bank account indicated in the respective invoice of ANEA-ITALIA in the currency agreed between the parties and stated in the respective invoice.
2. If Buyer fails to pay ANEA-ITALIA any amount due pursuant to the contract, ANEA-ITALIA reserves the right to charge interest from the due date for payment at 9percentage points above the base rate according to italian law civil code. Further claims remain unaffected.
3. If Buyer fails to effect payment within the terms of the contract or if, after conclusion of contract, it becomes apparent that Buyer’s financial situation has deteriorated and that therefore ANEA-ITALIA’s claim for payment is jeopardized ANEA-ITALIA shall be entitled to retain delivery and to either demand from Buyersecurity in ANEA-ITALIA’s choice without delay or demand immediate payment. If Buyer does not comply with such demand within a reasonable period of time fixed by ANEA-ITALIA, ANEA-ITALIA shall be entitled to rescind any unfulfilled contract or part thereof.
4. Buyer shall have no right to set-off or to withhold payments of any amount payable under the contract to ANEA-ITALIA due to any counterclaims of Buyer unless such counterclaims are undisputed or determined by a non-appealable court decision. These restrictions shall not apply to any counterclaims of the Buyer due to defects or partial non-fulfilment of contract if these counterclaims result from the same contract as the claims of ANEA-ITALIA.
5. ANEA-ITALIA may set-off any claim by Buyer against their own claims against the Buyer resulting from any transactions between Buyer and ANEA-ITALIA.
6. The provisions of clause V.5. shall apply accordingly to claims of affiliated companies of ANEA-ITALIA.

VI.Delivery Conditions

1. Unless otherwise agreed and stated in the sales confirmation, the Goods shall be shipped EXW (INCOTERMS); the agreed delivery date is met if the Goods are made available for shipment to the Buyer or respectively to the carrier appointed by the Buyer at due time. If ANEA-ITALIA undertakes to organize the transportation of the goods delivery shall be made CIP (INCOTERMS) to the indicated place of destination if not otherwise agreed and stated in the sales confirmation; the delivery obligations of ANEA-ITALIA are fulfilled in due time if the Goods are handed over to the carrier in a timely manner. ANEA-ITALIA shall be entitled to adjust the transportation fee in case the transportation costs increase after the invoice date for reasons not attributable to ANEA-ITALIA.
2. All contracts are concluded under the condition that ANEA-ITALIA’s Suppliers are delivering the Goods as contractually agreed with ANEA-ITALIA.
3. If on the Buyer’s side any administrative confirmations, foreign exchange permits and/ other official approvals are necessary these will have no bearing on the contract, and it is Buyer’s duty to obtain them and bear the costs.
4. Unless otherwise agreed in writing, part deliveries shall be permissible to the extent reasonable for Buyer.
5. If Buyer is responsible for the transport of Goods, those Goods have to be picked up by Buyer or the carrier appointed by the Buyer immediately after they have been reported ready for shipment. If the Buyer is in default of acceptance ANEA-ITALIA shall be entitled to store the Goods for Buyer’s account without liability, if necessary in the open, or, after prior warning notice, to sell them for Buyer’saccount. Any costs and risks will be borne by Buyer.
6. The risk of accidental loss and deterioration of the Goods shall be transferred to the Buyer as defined in the applicable INCOTERMS provision. If delivery is made CIP the risk of accidental loss or deterioration of the Goods or accidental delay shall pass to the Buyer upon handing over the Goods to the carrier.

VII.Force Majeure

1. In case of prohibition of export or in the event of blockade, hostilities or any executive or legislative act of the country of origin or the territory where the port or ports of shipment named in the contract is/ are situated restricting export, whether partially or otherwise, or if E-FARM is prevented from fulfilling its obligations by any Act of God, strike, legitimate lock-out, riot or civil commotion, breakdown of machinery not attributable to ANEA-ITALIA or any other event of force majeure the delivery obligations of ANEA-ITALIA shall be suspended for the duration of the impediment. Each of the parties shall be entitled to rescind the contract in whole or in part if the prohibition or restriction continues for more than three months.
2. If delay in shipment is likely to occur for any of the above reasons, ANEA-ITALIA shall give written notice to Buyer. The notice shall state the reasons for the anticipated delay. Buyer shall, if necessary, arrange that the period of validity of the respective banker’s credit instructions, letters of credit, import licences,foreign exchange permits and other relevant documents will be extended accordingly.
3. Buyer shall not be entitled to claim compensation from ANEA-ITALIA in any of the above mentioned events. Claims based on 285 para. 1 (Italian Civil Code) remain unaffected from this limitation.

VIII.Non-performance by the buyer

1. If the Buyer refuses to fulfil his contractual obligations to accept and/or payor does not fulfil them despite a reasonable grace period, ANEA-ITALIA is entitled to withdraw from the contract and, if necessary, to use the machine in another way. ANEA-ITALIA is also entitled to claim a lump sum compensation of 10% of the net purchase price, unless the Buyer proves that he is not responsible for his breach of duty. If the Buyer has made adown payment, ANEA-ITALIA is entitled to withhold the amount up to the aforementioned amount. The Buyer reserves the right to prove that ANEA-ITALIA did not suffer any damage or that the damage was significantly lower. ANEA-ITALIA reserves the right to prove that ANEA-ITALIA actually suffered higher damages. Other rights and claims remain unaffected.

IX.Retention of Title

1. All Goods delivered shall remain ANEA-ITALIA’s property and title shall not pass onto Buyer until ANEA-ITALIA has received the contractual payments in full. Until the complete payment Buyer shall keep the Goods as ANEA-ITALIA’s trustee and shall neither pledge them nor sell them to third parties or secure these Goods in favour of third parties.
2. In case of outstanding payments ANEA-ITALIA is entitled to forbid any combination, mixing, processing or transformation of the Goods.
3. Processing or transformation of the Goods in which title is retained is always carried out for ANEA-ITALIA as manufacturer without any liability arising from it for ANEA-ITALIA.
4. Should the delivered Goods in which title is retained be combined, mixed, processed or transformed with other Goods by Buyer, ANEA-ITALIA shall have title or joint title to the resultant product in proportion to the value of the Goods supplied. If ANEA-ITALIA’s ownership expires due to combining, mixing, processing or transformation Buyer shall assign to ANEA-ITALIA title or joint title to the new product in proportion to the value of the Goods supplied. The new products shall be deemed to be Goods in which title is retained as defined in clause VIII.1. in proportion to the value of the Goods supplied
5. Irrespective of clause VIII.1. above, Buyer shall be entitled to resell the Goods to which ANEA-ITALIA holds title in the ordinary course of business; however Buyer assigns the claims against its customers resulting from the resale of the Goods, up to the invoice amount (including VAT) of the claim of ANEA-ITALIA. Buyer accepts the assignment. Buyer remains authorized to collect this claim after the assignment. ANEA-ITALIA undertakes not to collect the claim as long as Buyer meets his payment obligations from the proceeds received and as long as no application for the opening of insolvency proceedings over his assets has been filed. If these requirements are no longer met, ANEA-ITALIA may request that the Buyer discloses to ANEA-ITALIA the assigned claims and the respective debtor and provide all information required for the collection, hand over the associated documents and disclose the assignment to the debtor.
6. In case Buyer’s property is seized or otherwise becomes subject to third party rights Buyer shall inform ANEA-ITALIA immediately.
7. If the value of such securities exceeds ANEA-ITALIA’s claims by more than 25 %, ANEA-ITALIA will, upon Buyer’s request, surrender securities at their option equivalent to the exceeding value.
8. In case these provisions should not be effective in Buyer’s domicile or in the country where the Goods are located, appropriate securities according to the applicable laws will be considered agreed upon between the parties. If the cooperation of Buyer is necessary for the establishment of such rights, Buyer is obliged, at his own expense, to take all measures for the establishment and preservation of such rights upon ANEA-ITALIA’s request.

X.Warranty

1. E-Farm does not warrant that the contracted Goods are suitable for any specific use or purpose unless explicitly agreed between the parties.
2. The Goods comply with the legal and technical requirements applicable in the country where the machine was last registered. ANEA-ITALIA does not warrant that the Goods will also comply with any legal and technical requirements in other countries which might deviate from these requirements. The Buyer is responsible for checking the applicable requirements and for obtaining any permits or authorisations required in order to use the Goods at the place of destination.
3. Unless ANEA-ITALIA sells newly produced Goods, warranty claims for defects of the Goods shall be excluded except for claims for damages of Buyer due to culpable violations of life, body or health or due to gross negligence or intentional breach by ANEA-ITALIA, its representatives or vicarious agents.
4. Without prejudice to the foregoing, the Buyer may enter into a separate warranty or guarantee agreement with ANEA-ITALIA. In that case, separate warranty terms and conditions shall apply in respect of the obligations undertaken by ANEA-ITALIA.

XI.Inspection of Goods

1. Buyer may commission an inspection of the Goods to be carried out prior to the conclusion of the sales contract. If Buyer choses this option ANEA-ITALIA will commission (i) DEKRA e.V., (ii) another comparable technical inspection company, (iii) an authorized dealer of the Goods or (iv) the producer of the Goods as an expert (hereinafter referred to as the “Expert”) to carry out the inspection according to their respective general terms and conditions and will make available the inspection results in writing to Buyer.
2. For the avoidance of doubt, the Expert shall not be a vicarious agent of ANEA-ITALIA, in particular, ANEA-ITALIA does not assume any own obligation for the inspection of the Goods; it remains the sole responsibility of Buyer to inspect the Good prior to entering into any contract with ANEA-ITALIA.
3. Irrespective of ANEA-ITALIA existing limited warranty and liability obligations against the Buyer (which remain unaffected), ANEA-ITALIA will assign any claims for non-performance, mal-performance, default or any other breach of contractual obligations against the Expert to Buyer. Buyer accepts the assignment. Buyer shall be only entitled to assert any claims against ANEA-ITALIA (within the agreed scope of warranty and liability between ANEA-ITALIA and Buyer) if Buyer’s attempts to enforce the assigned claims against the Expert in court or to execute a judgment against the Expert fail. The limitation period of the claims against ANEA-ITALIA will be suspended for the duration of the lawsuit against the Expert.
4. Claims for damages of Buyer due to culpable violations of life, body or health or due to gross negligence or intentional breach by ANEA-ITALIA, its representatives or vicarious agents remain unaffected.
5. Neither the agreement on the inspection of the Goods nor the performance of such inspection give rise to any claim for the delivery of the respective Goods. ANEA-ITALIA will use its best endeavours to ensure that the owner of the Goods (third-party-supplier) does not otherwise dispose of the Goods. However, by conclusion of the agreement on the inspection ANEA-ITALIA does neither guarantee nor warrant that the Goods will remain available for purchase after inspection.
6. If the Goods are not available for purchase any longer although Buyer places its purchase order without undue delay after inspection, ANEA-ITALIA offers to reimburse the remuneration for the inspection to buyer upon buyer’s written request.
7. If the Goods are not available for inspection any longer, buyer may either choose another machine for inspection or rescind the agreement on the inspection and claim reimbursement of the remuneration.

XII.General liability

1. Unless stipulated otherwise, ANEA-ITALIA’s liability is limited to damages caused by wilful misconduct or gross negligence on behalf of ANEA-ITALIA, its executives or vicarious agents or for culpable breach of essential contract obligations. Essential contractual obligations are those obligations that have to be met in order to achieve the purpose of the contract and on the compliance with which the Buyer regularly relies on and may reasonably rely on.
2. In the event of culpable breach of essential contract obligations ANEA-ITALIA shall be, except in the case of intent or gross negligence, only liable for foreseeable, contract specific typical damages. This restriction of liability shall also apply for the benefit of ANEA-ITALIA’s executives or vicarious agents.
3. The above mentioned liability restrictions shall not apply in case of harm to life, physical injury or harm to health or in case of liability under the Product Liability Act.

XIII.Use and Export of Goods

1. In accordance with the applicable laws and regulations in the Federal Republic of Germany and the European Union, all contracts are entered into under the condition that the Goods will under no circumstances be used for any military purposes, directly or indirectly unless otherwise authorized by German governmental or any other competent authorities.
2. In view of the legal requirements referred to in paragraph 1, Buyer warrants that he will ship the Goods to the country of destination as agreed in the contract. If Buyer desires to change the destination, he will have to get ANEA-ITALIA’s written consent in advance. Upon ANEA-ITALIA’s request Buyer is obliged to submit clear evidence as to the whereabouts of the goods.
3. In case Buyer violates the obligations set forth in this provision he has to indemnify ANEA-ITALIA for any and all consequences of whatever nature which may result from such breach of contract, unless he proves that he is not responsible for such breach.

XIV.Assignment

1. ANEA-ITALIA reserves the right to assign this contract or any part thereof to any of its affiliated companies. Buyer may receive on request a full list of ANEA-ITALIA’s affiliated companies.
2. Buyer shall not be entitled to assign this contract or any part of it without prior written consent by ANEA-ITALIA.

XV.Choice of Law; Arbitration and Jurisdiction

1. The governing law shall be solely the German law; application of the UN convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.
2. Any disputes arising out of or in connection with the agreement or with respect to its validity shall be finally settled by the Court of Arbitration of the Firenze Chamber of Commerce, to the exclusion of the ordinary courts of law. Language of arbitration shall be Italian.
3. Instead of initiating arbitration proceedings pursuant to sentence 1 of this subsection, ANEA-ITALIA shall, at its choice, be alternatively be entitled to file a lawsuit with the competent state courts in Rome, Italy.

XVI.Partial Invalidity

Should any provision of these provisions be or become illegal, invalid or unenforceable, the validity of the remainder shall not be affected. Instead of the invalid or unenforceable provision the statutory provisions shall apply.

General terms and conditions of ANEA-ITALIA SRL for trade-in activities

1. Scope and definitions

1.1 The following General Terms and Conditions (GTC) govern the trade-in relationship between the seller of goods through ANEA-ITALIA (“Seller”) and ANEA ITALIA SRL (“ANEA-ITALIA”) and the customer (“Customer”). These GTC apply in the version valid at the time of the order. The successful registration of the Customer is a prerequisite for establishing the contractual relationship. Deviating general terms and conditions of the Customer shall only be recognized if their validity is expressly confirmed in writing by ANEA-ITALIA.

1.2 The conclusion of the contract is exclusively made with entrepreneurs, businessmen, self-employed professionals, public institutions and with consumers.

2. Services provided by ANEA-ITALIA

2.1 ANEA-ITALIA operates an online web platform on the website https://anea-italia.com/ where goods owned by our company are offered for sale as well as goods of customers who have offered the machinery in exchange with the promise of sale that can be purchased through us. Customers cannot place offers on the platform.

2.2 The Sales (hereinafter collectively referred to collectively as the “Sale”) are made by ANEA-ITALIA on behalf of the Seller. ANEA-ITALIA is authorized to claim the resulting claims and Sales against the Customer on behalf of the Seller. However, it is explicitly stated that ANEA-ITALIA does not act as a commission agent.

3. Customer Registration in trade-in program

3.1. Participation in our trade-in program is permitted for those customers who have purchased a machine from us and wish to trade in another machine from us.

3.2. After the customer has purchased a machine from us and has fulfilled all the obligations for which he has fulfilled all the requirements, his machine will enter the trade-in program directly on our website under sales.

3.3. When the customer’s machine is invoiced by us to another third party customer, the customer who has opted for the trade-in is contractually obliged to provide us with the machine for pick-up and all the documents of the machine.

3.4. The customer is obliged to respond to all requests in a timely and cooperative manner.

3.5. After the third party who has purchased the machine pays the invoice and the money is credited to our account, we will transfer the money to the customer who participated in the trade-in.

3.6. The countervalue of the sale of the good to the client who participated in the trade-in program is the countervalue that he agreed to at the beginning of the contract when he is offered a 5% margin for sale (e.g.: the margin in which we can negotiate on his behalf is between 10000-10500eur) .

4. Security of the participating parties (trade-in client, ANEA-ITALIA and third party client)

4.1 Once the contract is signed by the third party customer, ANEA-ITALIA will pick up the machine from the customer participating in the trade-in program and bring it to ANEA-ITALIA’s premises for inspection and overhaul, and then it will be delivered to the new customer in a good technical and functional condition.

4.2 The customer participating in the trade-in program will not bear these transportation costs, as the new customer will do them by contract.

4.3 The customer participating in the trade-in program will describe the condition of the machine accurately from the very beginning, thus avoiding possible additional costs for our inspection.

5.Conducting auctions (if the customer agrees to be auctioned)

5.1. ANEA-ITALIA is commissioned by sellers to sell certain goods through auctions or transactions negotiated on behalf of the seller. The identity of the seller remains anonymous. In the case of auctions, ANEA-ITALIA lists the item for sale on such a platform and invites customers to submit bids.

5.2 The customer is informed in real time each time the status of his machine changes. ANEA-ITALIA may set a minimum selling price and a maximum selling price as stipulated above but the price shall be within the agreement with the customer participating in the trade-in program.

5.3 By placing a bid, the bidder submits a binding and irrevocable purchase offer for the item offered. A subsequent higher offer by another bidder replaces the previous offer.

5.4. ANEA-ITALIA reserves the right to reject bids at its own discretion, without giving reasons, and to refuse to accept them.

5.5. Each item for sale is available for a fixed period. ANEA-ITALIA may extend this period for significant reasons such as technical problems.

5.6 The customer is not allowed to bid on items that have been listed for auction by ANEA-ITALIA on behalf of the same customer. Manipulative bids or fictitious bids aimed at artificially inflating the price are prohibited.

5.7. ANEA-ITALIA reserves the right to cancel an auction in progress and/or to cancel bids from customers.

5.8 At the end of the auction or sale period, the highest bidder is awarded the contract. If the customer’s bid does not reach the minimum sale price required, ANEA-ITALIA may, with the consent of the customer participating in the trade-in, award the contract, but is not obliged to do so. The customer is also bound by its offer if it does not reach the minimum sale price. Awarding the contract obliges the customer to purchase and pay the purchase price.

6. Transaction Fee and Settlement

6.1. If the third party customer is awarded the contract, he is obliged to pay a transaction fee of 5% of the sales price, with a minimum fee of EUR 350.00, plus the applicable statutory value added tax.

6.2 Once the third party customer is awarded the contract, he will receive from ANEA-ITALIA a purchase contract for the item sold and the auction fee. Payment must be made within 1 working day of the contract award. A corresponding invoice will be issued to the customer upon receipt of payment.

6.3 Invoices for customers in Italy always include value added tax. Commercial customers outside Italy receive a net invoice after successful verification of the VAT identification number. Within 10 days of receipt of the goods, the customer is obliged to provide ANEA-ITALIA with a confirmation of the intra-Community delivery.

7. Consequences of Breach of Obligations

7.1 In the event of a breach of these GTC, ANEA-ITALIA may revoke the customer’s contract after an unsuccessful warning until the breach has been remedied.

7.2. ANEA-ITALIA’s right to extrajudicially terminate the user contract or to claim damages remains unaffected.

7.3. If the Customer fails to fulfill its payment obligations and, as a result, ANEA-ITALIA withdraws from the purchase contract, the Customer remains obliged to pay the commission and transaction fee.

7.4 In the event of a withdrawal in accordance with clause 7.3, the customer is obliged to pay a flat-rate compensation in the amount of 5% of the purchase price for which the item was awarded, but at least EUR 1,500.00.

7.5 In the event of non-payment on the due date, ANEA-ITALIA is also entitled to terminate the contract at the customer’s expense until all outstanding claims have been settled.

8. Acceptance of Acquired Goods, Penalty, Withdrawal

8.1 The Customer is obliged to accept the purchased goods and to transport them at his own expense. Acceptance must take place within 10 days of receipt of payment. Alternatively, the customer may use ANEA-ITALIA’s transportation service at additional cost, in which the purchased goods are delivered directly to the customer’s location with transportation insurance. The Customer must inform ANEA-ITALIA of its choice of transportation immediately after the transaction is concluded.

8.2 Acceptance can only take place after full payment. Ownership of the item remains with the seller until full payment of the purchase price.

8.3. In the event of delayed acceptance, interest in the amount of 10% of the purchase price will be charged for each week commenced. This also applies if the customer is not entitled to accept the goods due to overdue payment.

9. Warranty Exclusion for Defects

9.1. ANEA-ITALIA offers for sale mainly used goods. Used goods may show significant signs of wear and tear and present a higher risk of defects due to use and/or age. They may also be expressly marked as damaged or defective.

9.2 Product descriptions do not constitute warranties or representations of properties.

9.3. Unless otherwise agreed with the customer, ANEA-ITALIA excludes liability for damages and defects, unless a quality guarantee has been assumed or a defect has been fraudulently concealed.

9.4 The exclusion of liability does not apply to the sale of newly manufactured goods.

9.5 Liability also does not apply to claims of any kind if the seller, his legal representatives or agents have breached their duties through gross negligence or willful misconduct, as well as to claims for damages for injury to body, life or health or for breach of essential contractual obligations, provided that the breach of duty was negligent. In such cases, liability shall be limited to foreseeable damage typical of the contract.

10. Disclaimer

10.1. ANEA-ITALIA is liable in accordance with the legal provisions in case of intent or gross negligence on the part of ANEA-ITALIA itself, its representatives or agents, as well as for culpable injury to life, body or health. Otherwise, ANEA-ITALIA is liable only in accordance with the Product Liability Act, for culpable breaches of material contractual obligations or where defects have been fraudulently concealed or a guarantee has been assumed for the quality of the item sold/purchased. Claims for damages due to breach of material contractual obligations shall be limited to typical, foreseeable damage, unless one of the exceptions set out in paragraph 1 or paragraph 2 applies.

10.2 The above provisions shall apply to all claims for damages (including compensation in lieu of performance and compensation in addition to performance), irrespective of the legal basis, in particular on account of defects, breach of the contractual relationship or tort. They shall also apply to claims for reimbursement of wasted expenditure.

10.3 Once the contract has been awarded, title and risk, including accidental destruction, loss or damage caused by external influences, fire, water, water, storm, theft and burglary, shall pass immediately to the customer.

11. Place of Performance, Jurisdiction, Applicable Law, and Miscellaneous

11.1 Place of performance for all claims is the registered office of ANEA-ITALIA.

11.2. In the event of disputes arising from the contractual relationship, the court of ANEA-ITALIA’s registered office is competent. ANEA-ITALIA may also bring an action at the customer’s principal place of business.

11.3. German law shall apply to the legal relationship between the parties, without reference to conflict of laws principles and with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.4 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior communications, representations, agreements and understandings, whether oral or written, between the Parties. Amendments and additions to this Agreement, including this clause, shall require to be in writing in order to become effective.

11.5 If any provision of this Agreement is or becomes invalid, this shall not affect the validity of the remaining provisions. In such a case, the Parties undertake to conclude an effective agreement which comes as close as possible to the economic purpose of the invalid provision.