General Terms and Conditions of Sale
Greece

§ 1 Terminology

1.1. Unless otherwise specified, the following expressions shall have the meanings indicated below, when used within the context of any contractual document providing for the supply of goods or provision of services by HOPPE S.p.A.

“HOPPE”: HOPPE S.p.A., with its head office at Zona Industriale, 1/5 Eurocenter, I-39011 Lana (BZ);

“Customer”: identifies the contracting party that has concluded a contract with HOPPE having as its object the supply of goods marketed by HOPPE or the provision of services or products supplied by HOPPE, within the framework of its business activities;

“Consumer”: means the end user and identifies the contracting party that, in the capacity of end consumer pursuant to Leg. Dec. no. 206/2005, has concluded a contract with HOPPE the object of which is the supply of goods produced and marketed by HOPPE or the provision of services or products supplied by HOPPE;

“Particular Terms and Conditions”: identifies the particular conditions that regulate the contractual relationship between HOPPE and the Customer together with the General Terms and Conditions;

“Goods”: identifies any goods marketed by HOPPE;

“Service”: identifies any activity performed by HOPPE for the Customer;

“Products”: identifies the goods produced by HOPPE for the Customer;

“Prices”: HOPPE’s list prices or the prices agreed with the Customer in each case;

“the Parties”: HOPPE and the Customer;

§ 3 Prices

3.1. Unless otherwise agreed in the Particular Terms and Conditions, in the order confirmation or, in any case, in writing by the Parties, the Prices indicated in the price lists in force at the time of the order confirmation or, failing such express acceptance of the order, the fulfilment of the order received from the Customer by HOPPE, shall apply.

3.2. The prices shall always be indicated in Euro, exclusive of VAT and legal taxes, and are ex HOPPE warehouse.

3.3. As an exception to the provisions under 3.1. and unless otherwise agreed by the Parties, if the supply of goods and services provides for the start of performance within a period that exceeds 3 months as from the order confirmation, the contractual price may be revised pro rata to the unit price increases, if the prices indicated in the current price list have risen by more than 2% and up to 10%.

3.4. As an exception to the provisions under 3.1., HOPPE reserves the right to adjust prices even after conclusion of contract and/or acceptance of an order, especially in the case of extraordinary increases in raw material prices or increases in labour costs following changes to union agreements.

3.5. In the event of price increases exceeding 10% compared with the price indicated in the order accepted, the Customer shall be entitled to withdraw from the contract, reimbursing HOPPE for the documented expenses that it has already incurred.

3.6. Any discounts applied to the Customer shall be calculated with reference to the unit prices indicated in the current price list at the time of the order confirmation or, failing such express acceptance, the fulfilment of the order received from the Customer by HOPPE.

3.7. Should payments by the Customer be delayed, the discounts and reductions granted by HOPPE shall automatically cease to apply.

§ 5 Reservation of title

5.1. HOPPE shall reserve title to the goods supplied until payment of all receivables from the Customer, including interest and costs. The transfer of risks shall be regulated by paragraph 6.

The Customer shall be bound to pay compensation for loss, the obligation to pay all amounts owing to HOPPE remaining.

§ 7 Warranty

7.1. Pursuant to Art. 1490 of the Italian Civil Code et seq, HOPPE shall guarantee that the Products covered by the contract are free from manufacturing defects or faults such as to render them unsuitable for the use for which they are intended.

7.2. The Customer shall be bound to inspect the Products promptly upon delivery. Apparent faults – including failure to provide the promised quality – shall be reported in writing immediately and, in any case, no later than 8 days as from receipt of the Products. Hidden faults shall be reported in writing within 8 days of their discovery. The purchaser shall carry out an inspection of the goods that are to be assembled or applied within/on other items prior to assembly or application, in addition to that performed at the time of delivery, in order to detect any defects, unless this inspection is unreasonable for the purchaser. In the absence of the prompt reporting of defects, the goods shall be deemed approved.

7.3. Even if the Customer is not Consumer, the duration of the warranty referred to in the previous point 7.1 shall be 2 (two) years. This deadline shall run from the time of delivery of the Product.

7.4. Furthermore, HOPPE guarantees the good condition of the Resista^® surfaces of its Products and flawless mechanical operation of the HOPPE handles for 10 years as from the date of purchase by the first end user, to General terms and conditions of sale be proven by means of the receipt.The warranty shall include defects that can be proven to relate to manufacturing or material faults; in particular, for the Resista^® surface, the tarnishing or creep corrosion ("formation of spots") or detachment of the protective coating and, for handles, defects of the transmission of the rotary motion to eh door lock or turn/tilt hardware of the window, whilst all replaceable parts (for example, screws, connectors and springs etc.) as well as doors, windows and locks are expressly excluded. On presentation of the Product and the receipt, HOPPE undertakes to replace or repair the Product – or its individual components – at its own expense for the maximum amount of the selling price resulting therefrom. The defect must be reported to HOPPE according to the procedures stipulated in the following point 8.1 within 30 days as from discovery of the flaw. The relevant action shall be statute-barred 6 months as from the date of discovery.

7.5. The warranty shall become ineffective if the Products are employed in uses other than those for which they were sold, as it shall in the case of faults and defects resulting from assembly or installation errors, or inappropriate treatment or handling that does not comply with HOPPE's suggestions.

7.6. The burden of proof of the correct use and of the absence of installation and maintenance errors shall be incumbent upon the Customer and, in the cases referred to in point 7.4., upon the first end user.

7.7. The warranty shall not apply in the case of technical interventions carried out by staff unauthorised by HOPPE or in the case of faults caused by spares that are not original and supplied by HOPPE or by companies not authorised thereby, or in the case of damage caused by third parties or events determined by an unforeseeable event or force majeure.

7.8. HOPPE shall not answer for damage caused by any Product faults or defects.

§ 9 HOPPE's responsibility towards the Consumer

9.1. Should the Products be sold by HOPPE to the Consumer, the warranty provisions referred to in Art. 128 et seq of Leg. Dec. no. 206/2005 (Consumer Code) shall apply.

§ 11 Breaches and delays by HOPPE

11.1. No liability may be assigned in the event of a breach or delay in the performance of the contractual undertakings assumed by HOPPE dependent on specific unforeseeable circumstances or force majeure, such as and by way of example only, strike, lockout, war, uprising, insurrection, fire, explosion, earthquake, flood, unexpected lack of materials for the manufacture of the Products owing to the circumstances or actions of third parties or the impossibility of obtaining or the revocation of export and/or import and/or trade licences for goods, materials or Products.

11.2. Should HOPPE fail to comply with the performance deadline for reasons other than those indicated in Art. 11.1, the Customer shall grant HOPPE an extension of 20 days to said deadline.

§ 13 Competent court of jurisdiction and applicable law

13.1. The court of Bolzano (I) shall be the exclusive court of jurisdiction for the settlement of any disputes, except in contracts with consumers.

13.2. This contract is governed by the rules of Italian law with express exclusion of the provisions of the Vienna Convention on contracts for the international sale of goods of 11 April 1980 (CISG).