2.1 These Terms of Sale apply to all Sales of Products and form an integral and essential part of any Order and / or Sale. In the event of any inconsistency between the terms and conditions set forth in these Terms of Sale and the terms and conditions agreed in the individual specific Order, the latter shall prevail. Any Client’s general conditions of purchase shall not be binding on Lotus not even for acquiescence effect.

2.2 The Client shall send to Lotus signed copy of the Lotus Order Confirmation and Terms of Sale within 5 working days from the date of the Order; if such copy is not received by Lotus in that period, the Order and the Terms of Sale will be intended as fully accepted. The delivery date terms will start from the full satisfaction of the Lotus Order Confirmation terms and conditions (i.e. from the receipt of the advance payment amount stated in the Lotus Order Confirmation). In case of delay, the delivery dates will be updated and Client will be informed accordingly.

3.1 Products and services presented on our site are restricted to buyers living in Europe.

4.1 The Client shall notify Lotus specific individual Orders containing the description of the Products, the required quantity, the agreed price and the delivery terms.

4.2 The Sale shall be deemed concluded when the Client receives written confirmation by Lotus (this Order Confirmation can be sent via e-mail, fax or other electronic means) according to the terms and conditions of the Order.

4.3 The Orders regularly accepted by Lotus cannot be canceled by the Client without Lotus written consent and in any case the cancellation involves the payment of already manufactured Products.

5.1 The prices of the Products are those in force at the time of the issuance of the Order by the Client, or those listed in the Order and confirmed in writing by Lotus at the time of the acceptance of the Order. Except as otherwise agreed in writing between the parties, the above prices are calculated “Ex Works”, excluding VAT. These prices do not include the costs for shipping and transportation from Lotus premises to those of the Client. These costs should be borne separately by and at Client’s expenses.

5.2 Lotus shall hold ownership of the Products until the full payment of the price of the same has been made by Client. The Client shall carry out all formalities required by local laws in order to make valid and enforceable against all third Parties this reservation of ownership clause also registering the property in each special register, where locally required.

5.3 Lotus reserves the right to modify unilaterally, without previous notice and with immediate effect, the prices in all cases where the adjustment of prices is due to circumstances which are outside the control of Lotus (i.e. but not limited to: an increase in the price of raw materials and labor costs or changes in exchange rates). In all other cases, the change will be communicated to the Client and will affect all the Orders received by Lotus from the thirtieth (30^th) day following the date on which the changes were notified to the Client.

9.1 Any non-conformity of the Products delivered to the Client with respect to the type and quantity specified in the Order shall be reported in writing to Lotus within eight (8) days from the delivery date of the Product itself. Where a complaint is not notified to Lotus within the said period, the Products delivered shall be deemed to comply with those ordered by the Client.

10.1 Unless otherwise agreed in writing between the parties, Lotus warrants that the Products are free from defects / faults for a period of one year from the date of delivery of the same to the Client.

10.2 The warranty does not operate with respect to those products whose defects are due to (i) any damage caused during transport; (ii) a negligent or improper use thereof; (iii) failure to follow Lotus instructions related to the operation, maintenance and preservation of the Products; (iv) repairs or alterations made by the Client or third parties without Lotus prior written consent.

10.3 Provided that the claim of the Client is covered by the warranty period and notified in the terms referred to in this article, Lotus shall undertake, at its discretion, to replace or repair any Products or any part of them that show defects.

10.4 The Client shall notify in writing to Lotus, the presence of defects within 8 days of the date of delivery of Products if it is a clear defect, or, within 8 days of discovery date in case of hidden defects or defects which are not detectable by a person having ordinary care. This action shall have to be implemented in any case within one year from date of the delivery of the Products.

10.5 In order to allow Lotus to carry out the necessary checks, the Products subject of a complaint must be immediately posted at Lotus factory, or anywhere else that Lotus shall indicate from time to time; the costs and expenses shall borne by the Client unless otherwise agreed by the parties. The warranty does not cover damages and/or defects of the Products arising from problems caused by, or related to, assembled parts/added directly by the Client or by third party.

10.6 In any case the Client shall not claim its warranty rights to Lotus if the price of the Products has not been paid under the conditions and within the agreed terms.

10.7 Lotus shall make no warranties as to the conformity of Products with the rules and regulations of countries that do not fall or do not belong to the European Union. No other warranty, expressed or implied, such as, for example, the performance guarantee operation or fitness for a particular purpose, is granted with respect to the Products.

10.8 Without prejudice to what stated in Art. 10.3 and except in case of fraud or gross negligence, Lotus shall not be liable for any damages incurred and/or connected to the defects of the Products. In any case, Lotus shall not be held liable for indirect or consequential damages of any kind, such as, for example, losses resulting from inactivity of the Client or loss of profits and shall respond only to direct damages and compensation shall be limited to an amount maximum equal to the value of the defective Products.

11.1 Intellectual Property Rights are the complete and exclusive property of Lotus and their communication or use under these Terms of Sale does not create, in relation thereto, any right of the Client whatsoever. The Client undertakes not to take any action inconsistent with the ownership of the Intellectual Property Rights.

11.2 In connection with the sales information exchanges, Offer and Order Confirmation, the Client acknowledges that may obtain information which is of a proprietary or confidential nature (“Confidential Information”), in particular related to customization or special products development required by the Client or proposed by Lotus. The term “Confidential Information” shall include particularly any information or data of scientific, technical, technological, social, commercial, financial, legal nature or of any other nature whatsoever, whether protected by intellectual property rights or not, such as but not limited to plans, drawings, specifications, processes, know-how, design, methods, studies, software in connection with or related to Lotus. The Client (“Recipient”) shall maintain the confidentiality of all Confidential Information of Lotus (“Provider”). Client further agrees not to use any of Provider’s Confidential Information other than in connection with the performance of the Order Confirmation and not to disclose such Confidential Information in particular to Lotus competitors. Confidential Information does not include any information that: (a) is or becomes generally available to the general public (other than through breach of this section); (b) was known to Recipient prior to its receipt of information from Provider; (c) Recipient obtained from an independent third party who Recipient reasonably believes does not have an obligation of confidentiality to Provider; (d) is independently developed by Recipient without reference to the Confidential Information of Provider; or (e) is required to be disclosed pursuant to court order or other similar legal or governmental process. Upon written request, Recipient shall destroy or return all Confidential Information and any copies thereof, except for digital copies that cannot be readily deleted and which are automatic back-up or archival server copies which shall be deleted in Recipient’s ordinary course of business, provided such digital copies shall remain subject to the terms herein until such destruction occurs.

Client shall therefore not disclose the Lotus Confidential Information except to its employees or agents to the extent necessary for the performance of the sale of the Products. Client shall be responsible for any breach of the obligations of confidentiality and non-use by its employees and agents. Client agrees also not to build, reverse engineer, copy or reproduce with similar design, technical or functional characteristics the Lotus Products without prior written approval from Lotus and a 20% Royalty agreement for each product sold; the obligations of this article will survive without time limit. Client agrees that, in addition to any other relief allowed in law or equity or by agreement, Lotus may seek injunctive relief in any Court of competent jurisdiction for any breach of this section.

12.1 Client is an independent contractor and shall not be deemed to be an employee of Lotus. The conditions hereby stated are not a partnership or joint venture agreement between Lotus and Client. Client and any employees or agents of Client shall receive no benefits or rights from Lotus. Client shall be responsible for the payment of all taxes relating to its performance. Subject to the provisions stated hereby, Client shall have complete control of the means, manner and method by which it will perform its obligations as well as the times and sequence of such performance.

12.2 Client may not accept any orders or payment, extend credit or enter into or modify any contract, commitment or product characteristic on behalf of or binding on Lotus. Client may not incur any expenses on behalf of Lotus or make any representations or on behalf of Lotus or regarding the Products other than those that are consistent with Lotus then current written Product documentation.

13.1 Lotus may terminate, pursuant to art. 1456 of the Italian Civil Code, at any time by written notice to the Client, the single specific Order in the case of breach of the obligations specified in Articles 5 (Price of Products); 8 (Payments); 11 (Intellectual Property Rights and Non-Disclosure); 12 (No employment).

14.1 Lotus will be entitled to suspend the fulfillment of the obligations arising from the Sale of the Products, under Art. 1461 of the Italian Civil Code, in case the financial circumstances of the Client would render difficult / impossible to fulfill its obligations to Lotus.

15.1 Lotus is legally domiciled at its headquarters.

15.2 The Terms of Sale and each Order shall be governed by and construed in accordance with Italian law with exclusion of the Vienna Convention of 1980 on the international sale of goods contracts.

15.3 All disputes arising out of or related to these Terms of Sale and / or any Sale shall be subject to the exclusive jurisdiction of the Court of Piacenza.

15.4 Except as stipulated in art. 15.3, Lotus reserves the right, when claimant of a legal action, to promote such action in the place domicile of the Client, in Italy or abroad.

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Pursuant to and the effects of the 1341 and 1342 Civil Code, Client expressly and specifically approves the following Articles: 3; 4; 5; 6; 7; 8; 9; 10; 11; 12; 13; 14; 15.

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