1
EXTRACT
GENERAL CONDITIONS OF SALE
of THOMSON multimedia Sales Italy S.p.A.
ARTICLE 1 - CUSTOMER'S TERMS OF PURCHASE
Any order implies the unreserved acceptance of these conditions of sales especially the reservation of
ownership clause and waiver by the Customer of his terms of purchase, whatever the terms are, even when the Customer has sent us his terms of purchase or other
documents containing an equivalent contrary arrangement to these general conditions of sale.
ARTICLE 4- PRICE
The prices do not include tax, which are borne by the Customer, and are those currently in force when the Products left the warehouse; they include
postage and packing. However, if the Customer requires a non standard mode of delivery, the corresponding costs will be borne by him.
ARTICLE 6 – DELIVERIES
6.1 Deliveries are made either by sending the Products directly to the Customer or through a carrier chosen by THOMSON multimedia
Sales Italy. Whichever method is used the Products are sent at the Customer's risk. 6.2. Complaints about the type or quality of the Products delivered or the Products
delivered not agreeing with the dispatch note, must be made in writing as soon as the said Products are received to THOMSON multimedia Sales Italy, without prejudice to
the arrangements to be made with regard to the carriers. In any case it is up to the Customer to make his own complaint without implicating THOMSON multimedia Sales
Italy for whatever reason it is (delays, damage, total or partial loss). 6.3. In the case of a part of the invoice being disputed, the amount not subject to dispute must be
settled at the contractual due date, the disputed sum being settled when the dispute is settled.
ARTICLE 7 - PRIOR AGREEMENT FOR ANY RETURNS
No Products may be returned without the prior agreement of THOMSON multimedia Sales Italy. Apart
from particular guarantee conditions, returns are made at Customer's expense and risk and will result in being invoiced for administrative expenses. Any Products returned
without the prior agreement of TH OMSON multimedia Sales Italy will be arranged by the Customer at his expense and risk.
ARTICLE 8 -AFTER SALES ORGANISATION - GUARANTEE-SPARE PARTS
After sales service and the one year guarantee for parts and labour for Products
sold by THOMSON multimedia Sales Italy covers faults and their consequences caused by electrical, electro-mechanical, electronic or internal mechanical occurrences to
the Products. The guarantee will not apply if the claims are a result of: commercial, professional or collective use; causes with external origins (such as lightning, flood,
damp, fire, wear and tear, presence of foreign elements inside the Products); a mistake by the Customer or end user; breakdowns involving accessories such as electricity
cables, supporting stands; checks, cleaning or tests not resulting in guarantee damage; breakdown due to the Products being knocked or dropped; necessary adjustments
which can be made by the user without dismantling the Products. Furthermore, the Customer will give up his rights to take advantage of the conditions of the legal
guarantee relating to hidden faults and/or compliance faults if, in this last case he has not complained in writing to THOMSON multimedia Sales Italy within eight days of
delivery.
ARTICLE 9 – PAYMENTS
9.1 Payme nts are made to the order of THOMSON multimedia Sales Italy at the address on the invoice. 9.2 THOMSON multimedia Sales
Italy will settle any refunds due by any means that it finds suitable (credit note, cheque) and will be subject to the prior settlement by the Customer of all invoices due and
with respect to the said Customer, all his commercial commitments, especially those resulting from these general conditions of sale. 9.3 To implement the current
agreement the Parties agree to adopt the principle of invoicing and paying in euros if one of them estimates it would be useful and to substitute the euro for the currency
that has been the payment currency between the Parties up until then. Under these conditions the Party wishing to start transactions in euros will have to notify the other
party with sufficient notice of the date of invoicing or payment in euros is to begin. Replacing the national currency of a member state of the European Union by the euro
for the transactions anticipated by the Parties will not be considered a reason for cancelling or breaking this agreement and will not give rise to damages. The price in euros
applicable to this agreement will be equivalent to the price in national currency converted at the conversion rate set by the Central European Bank. 9.4 It is vital to observe
due payment dates. Non-observance of contractual deadlines will give rise to taking back the discount if need be. 9.5 THOMSON multimedia Sales Italy, which cannot be
bound in any way by the credit limit that have been indicated to the Customer, reserves the right at any time, depending on the risks incurred, to set a limit to or alter the
Customer’s credit and to alter the term(s) and means of payment. Moreover, in the case of non payment by the due date or non o bservance of any of the conditions included
here, THOMSON multimedia Sales Italy reserves the right to immediately sever all commercial relations with the Customer. 9.6 Unless there are other arrangements on the
back of the invoice or in general or special conditions agreed in writing between THOMSON multimedia Sales Italy and the Customer, payments must be made without
discount 30 days from the end of the month (or 45 days net from date to date) by bank order, cheque or bill of exchange. Payments in cash or cash on delivery will be
subject to a discount of 0,35%. All the above payment terms are calculated from the invoice date. In the case of payment by bills of exchange (promissory notes, accepted
bills of exchange) the Customer is obliged to receive the above bills and thus return them duly signed and accepted 48 hours before receiving the monthly statement and no
later than 10 days before the due date. Unjustified requests for receipts (signed order forms) which would cause a delay in payment will incur invoice charges for delayed
payment interest. 9.7 Settlements made after the reference date of 30 days from the end of the month (or 45 days net from date to date) or after the contractual date, will
render Customer liable to delayed payment interest as referred in 9.9.1 9.8 No retention of payment or modification in the form of a correcting entry can be made by the
Customer for whatever reason. 9.9 In the case of a delayed payment or partial payment in relation to the settlement date invoice: 9.9.1 The sums due will be increased by
capitalising their interest amounting to 14% per year, taken from the settlement date as on the invoice; 9.9.2 Deliveries will be suspended until payment in full of all sums
due with interest has been received. Otherwise, THOMSON multimedia Sales Italy may deduct in compensation the amount of the sums above from any amount due or
that will become due to the Customer (rebates of any sort, various payments). 9.10 If payment is not made or one of the draft not accepted by the due date, all sums due for
the order in question and all other sums due to THOMSON multimedia Sales Italy of whatever type they are will become payable immediately whatever the conditions
agreed previous1y and without any notice (except for the settlement of interest for late payment which will require a normal demand) on the part of THOMSON
multimedia Sales Italy. The same applies if a change in the legal capacity or professional activity of the Customer, a transfer, hiring or business capital brought into the
company, acceptance of a pledge on this capital or (if it is a commercial company) a change in the personality of the managers or administration or in the form of this
company or in its legal or financial situation affect the Customer’s credit position unfavourably. 9.11 Moreover in the case cited in articles 9.7, or in the case of the
Customer falling to fulfil any of the obligations resulting from the general conditions of sale, THOMS0N multimedia Sales Italy reserves the right to cancel the sale(s)
made, a cancellation which will take effect ten days after a formal demand by registered letter with confirmation of receipt which has not produced a result. In the case of
such cancellation, the Customer is obliged to immediately return the Products concerned to THOMSON multimedia Sales Italy upon first request at his own expenses.
ARTICLE 12 – RESERVATION OF OWNERSHIP
Ordering from THOMSON multimedia Sales Italy implies unreserved acceptance by the Customer of this
reservation of ownership clause, even in the case of an agreed postponement of payment. The clause constitutes, in all its provisions, an essential condition without which
the THOMSON multimedia Sales Italy company would not have contracted with the Customer, who acknowledges expressly and is forbidden from preventing its
implementation and/or disputing its application for materials he has ordered and which will be supplied to him by THOMSON multimedia Sales Italy. Accepting this
clause involves all sales of Products made by THOMSON multimedia Sales Italy to the Customer during their business relationship. By receiving the Products ordered,
confirmed by a signature on the delivery note, the Customer declares that he is in continued agreement with the general conditions of sale of THOMSON multimedia Sales
Italy, specifically this reservation of ownership clause. 12.1. The Customer will not be the owner of the Products supplied by THOMSON multimedia Sales Italy until full
payment of all sums due by applying article 9 above. Nevertheless, the Products travel at the Customer's risk (even in case of returns). He, in his capacity as guardian of the
item, is responsible for any damage or loss after de1ivery. In view of the implementation of the reservation of ownership, he must, at his own expense, as soon as he has
received the Products sold to him by THOMSON multimedia Sales Italy, make any necessary arrangement to allow him to identify the said Products at any time in his
stores. In the case of the contrary, the Customer agrees to send back as much Products of the same sort, of the same type and of the same brand as that that is not paid for.
12.2. If the Customer had already resold the Products he shall then have to deposit part of the sums received due to THOMSON multimedia Sales Italy, until the sum due
has been paid in full. 12.3. THOMSON multimedia Sales Italy reserves the right to claim any Products in case of default in payment on a due date or in situations
mentioned in 12.5, the Customer being obliged to return it to THOMSON multimedia Sales Italy, at his own expenses on the first request from THOMSON multimedia
Sales Italy. 12.4 THOMSON multimedia Sales Italy will be able, as it wishes, to exercise or not the rights conferred on it by this reservation of ownership clause and
implement it for all or part of the Products concerned. In cases where the Products are obsolete or damaged, the depreciation resulting from this will be taken into
consideration when setting the residual debt by THOMSON multimedia Sales Italy, with regard to the Customer. 12.5 In the case of filling for bankruptcy, ceasing
payments or one of the procedures in the law on redress and the judicial liquidation of companies, the Customer must inform THOMSON multimedia Sales Italy
immediately and, at his expense and without delay, will draw up a complete, accurate list of the Products in his stores which he will make available to THOMSON
multimedia Sales Italy so that the reservation of ownership clause may be implemented. The Customer may not in any way alter or remove the identification marks from
the Products or those on the packing. 12.6 In the cases provided for in 12.3, 12.4, 12.5, the Customer is expressly prevented from selling Products without the written
agreement of THOMSON multimedia Sales Italy.
ARTICLE 13 – PLACE OF JURISDICTION
All and any dispute arising from these general conditions of sale shall be submitted to the exclusive jurisdiction of the
Court of Milan. The following provisions are expressly accepted by the Customer in accordance with articles 1341 and 1342 of the Italian Civil Code: Article 8 (After sales
organisation, guarantee, spare parts); Article 10 (Intellectual Property Rights); Article 12 (Reservation of the ownership); Article 13 (Place of jurisdiction)
