Terms & Conditions

1-1 APPLICATION


1-1(1) INTRODUCTION


The General Terms and Conditions of sale apply to contracts between Cascade and its Customers relating to the sale of products and/or services.

These General Terms and Conditions of Rental are also available on Cascade price lists, in both printed and digital form; on the Cascade website: www.cascorp.com.


1 - DEFINITIONS


1-1 In these terms and conditions:
a. “Cascade" means Cascade Italia S.r.l.;
b. “Customer" means the party that requests and/or receives an offer or sends an order to Cascade and, if applicable, its successors and/or assignees;
c. “Order confirmation" means the written communication with which Cascade confirms acceptance of the order to the Customer, finalizing the Agreement;
d. “General Conditions" means these General Terms and Conditions;
e. “Offer" means the document and its annexes that Cascade submits to the Customer in order to check the Customer's willingness to place an order;
f. "Order" means the document and its annexes signed by the Customer and sent for acceptance to Cascade, with which the Customer requests the supply of products;
g. “Agreement” means the set of terms and conditions, the Order, and the order confirmation;
h. "Product(s)" means the goods including components, accessories and services, and any part thereof specified in the Order Confirmation;
i. "Supply" means the overall subject of the order confirmation.

1-2 These General Terms and Conditions of sale shall apply to any sales Agreement between Cascade and a Customer and will form an integral part of the Agreement.


2 - OFFERS


2-1 No Offer made by Cascade shall be binding with regard to price, content, execution, delivery times and availability, unless stated otherwise by Cascade in writing.

If a non-binding Offer is accepted by a Customer, Cascade may withdraw the Offer within two business days of receipt of acceptance of that Offer by the Customer.

2-2 Except as provided for in paragraph 2-1, the Offer will be irrevocable for 60 business days with effect from the day after it is send, but only if stated in writing. Cascade may make other arrangements by written notice;

2-3 The contents of price lists, brochures and other information provided in connection with an offer will be as accurate as possible, but shall only be binding if expressly confirmed in writing by Cascade.

Any models, samples or examples supplied by Cascade shall only be considered representative and may contain small differences with respect to the products actually delivered.


3 - AGREEMENTS


3-1 The Agreement is finalized between the parties when Cascade, after receiving the Order, communicates its acceptance.
The order confirmation made by Cascade shall be valid only if made in writing.

The Agreement will be binding if Cascade fills the order by delivering the goods and these are not immediately disputed in writing and returned.

3-2 If Cascade's order confirmation differs from the Customer's order, the Customer shall be deemed to have accepted the contents of Cascade's order confirmation, unless a written notice to the contrary is received by Cascade within two business days from the date of the order confirmation.

3-3 Cancellation or annulment of the order by the Customer will entitle Cascade to reimbursement of the costs for the materials purchased, work carried out and loss of earnings.


4 - PRICES


4-1 The price indicated in an Offer does not include VAT, or any other tax or duty, packing costs, transport costs, insurance premiums, import duties, and in general taxes or financial charges related to sales or exports, unless stated otherwise by Cascade or agreed upon between Cascade and the Customer.

4-2 Unless otherwise stated in writing, the prices specified by Cascade shall be based on delivery ex works at the Cascade factories in Italy (Ex Works, Incoterms 2010).

4-3 The agreed price will be fixed, but Cascade may adjust it if the cost price has changed significantly due to unforeseeable circumstances beyond Cascade's control. If this leads to a price increase of 10% or more over the net price, the Customer shall be entitled to terminate the Agreement by written notification without either party incurring any liability.

The Customer shall bear the cost of any price fluctuations resulting from a government measure, including, by way of example but without limitation, an increase in VAT; the above will not however entitle the Customer to withdraw from the Agreement.

4-4 A price quoted by Cascade shall only apply in relation to the specifications agreed upon.

4-5 Should the Agreement be amended and/or supplemented at the request of the Customer, or if Cascade does not receive the Customer's instructions in good time, the Customer shall pay Cascade any costs incurred in relation to the above.


5 - PAYMENT


5-1 In accordance with these Terns and Conditions and unless otherwise agreed between the parties, payment must be made within 30 days from the invoice date.

If the Customer does not make payment within the terms specified, the Lessor may commence legal proceedings to recover the outstanding sums without further notice.

The "value date" indicated on the Cascade bank statements will be considered as the date of actual payment.

5-2 The Customer shall not postpone or delay payments on the grounds that Cascade must, in in turn, outstanding debts towards the customer, or has any other obligation towards the Customer. No offset is accepted, unless otherwise agreed by the parties.

5-3 In the event of late payment, the Customer shall pay the interest calculated in accordance with article 5 of Italian Legislative Decree 231/02 - EU Directive 2000/35/EC and Italian Legislative Decree 192/12 - EU Directive 2011/7/EU, without prejudice to any greater loss.

5-4 Cascade may charge the Customer for any other expense incurred, whether legal or otherwise, for recovering or obtaining forced fulfillment of any obligation to pay.

5-5 At the time of signing the Agreement and subsequent to it, the Customer shall be obliged, if so requested by Cascade, to provide adequate guarantees, such as a bank guarantee or a letter of credit, in respect of the payments and any other obligations related to this Agreement.

In such circumstances, Cascade has the right to suspend its obligations, including delivery, until the required guarantee has been provided.

5-6 All payments made to Cascade by the Customer shall be considered in the following order: expenses, interest, capital, starting at the oldest sums.

The Customer is not entitled to withhold payment, neither for delivery delays nor for the incomplete supply of non-essential parts.


6 - RESERVATION OF TITLE


6-1 Without prejudice to the other clauses contained in these General Terms and Conditions of sale, Cascade shall retain ownership and title to the Products supplied to the Customer until the latter has made full payment of all amounts due to Cascade under the Agreement.

6-2 The Customer shall, at its own expense, obtain adequate insurance coverage for the Products owned by Cascade. This coverage shall cover loss, damage and theft.

6-3 In cases where the laws of the country or countries to which the products are destined, or where the Customer's premises are located, do not recognize reservation of title, or have specific requirements for the validity or vesting of this right, before signing the Agreement the Customer shall inform Cascade of this and irrevocably grant it the power to take all the measures necessary for the purposes mentioned above, consequently undertaking to fulfill every useful request for protecting Cascade's rights.

The reservation of title shall be confirmed by a specific statement on the sales invoice, pursuant to article 11, paragraph 3 of Italian Presidential Decree DPR 231/2002, for the purpose of being enforceable against the buyer's creditors.


7 - DELIVERY TIMES


7-1 Delivery will be made by the date specified in the Agreement.

A tolerance of 120 days is applied to the delivery time (so-called "late delivery"), at the end of this grace period the Customer is entitled to withdraw from the Agreement by written notice to Cascade.

7-2 Cascade shall not be held liable for any expense, loss or damage incurred by the Customer or by any third party due to a late delivery. The Customer cannot cancel the Agreement solely on the basis of late delivery.

7-3 Failure to comply with the terms of delivery and tolerance due to force majeure, as envisaged in article 17 (Force majeure), does not constitute a breach. Cascade shall inform the Customer in writing about the specific reasons for the delay, stating in any case the new deadline by which it will be delivered.

7-4 In the event of late delivery of the Attachment for reasons attributable to the Customer (e.g. delay in sending technical specifications, change orders subsequent to order confirmation, delayed payments, provision of incorrect information), Cascade shall not under any circumstances be held liable for any delays.


8 - DELIVERY


8-1 Unless agreed otherwise in writing, delivery will take place ex works at the Cascade factories in Italy (Ex Works, Incoterms 2010).

8-2 The Customer shall cooperate with the delivery and shall take receipt of the Products.

If the Customer fails to take receipt of the Products for a period longer than ten (10) business days, Cascade will have the right to withdraw from this Agreement without prejudice to its right to claim compensation for losses or damages.

In the event of termination of the Agreement, the Customer shall still be obliged to store the Products at its own expense and shall be responsible for them until their collection by Cascade.

8-3 Cascade may suspend delivery if the Customer does not make even just one payment by the agreed deadline or defaults on any other obligations it has with Cascade.

8-4 Cascade may suspend deliveries after signature of the Agreement if the economic conditions of the Customer change substantially, as in the case of one or more protests for non-payment, enforcement procedures, pledges or liens, requests for creditors' arrangements or termination of business.

Cascade may make partial deliveries at any time. Each partial delivery shall in all aspects be considered a separate delivery.


9 - TRANSPORT AND RISK


9-1 The goods are sold ex works at the Cascade factories in Italy (Ex Works, Incoterms 2010). If terms other than delivery ex works Cascade’s factory in Italy are agreed, Cascade may at its sole discretion, in the absence of instructions from the Customer and without having to take accept any responsibility, determine the most suitable method of transport, shipping and packing.

9-2 The Customer shall, in any case, bear the expenses and risks of shipping and transport of the Products, even if the carrier/shipping agent should claim that the customs documentation, transportation and related instructions contain a clause whereby the expenses and risks for any loss and damage are borne by the sender, unless agreed otherwise in writing.

9-3 The Customer shall be liable for any loss and damage incurred during transport of the Products. The Customer shall arrange adequate insurance coverage for these risks. This is without prejudice to any other agreement set down in writing.


10 - DOCUMENTS AND INFORMATION SHEETS


10-1 All drawings, illustrations, brochures, data sheets and any other documents and/or information provided by Cascade to the Customer in relation to the Agreement shall remain the property of Cascade and are provided to the Customer solely for the purpose of executing the Agreement.

The Customer shall return these documents immediately to Cascade upon simple request.

10-2 Without the express written permission of Cascade, the Customer may not copy or disclose the information referred to in Article 10-1 of these General Terms and Conditions of sale, or any other related content.


11 - EXPORT


11-1 The Customer shall bear any administrative expenses for exports to non-EU countries. The Customer must provide the related documentation to Cascade upon simple request.


12 - INSPECTION OF GOODS UPON DELIVERY


12-1 The Customer is required to check the supply covered by this Agreement (including any packaging) at the place of delivery within 7 business days of delivery.

The Customer shall inform Cascade in writing about any complaint relating to a non-conformity of the supply, together with a statement of the reasons for the complaint, within three days of expiry of the period referred to in the preceding paragraph.

12-2 The Customer shall forfeit all rights associated with a complaint relating to a possible non-conformity of the supply if Cascade is not given a reasonable opportunity and the tools needed to analyze the contents of said complaint. If requested by Cascade, the Customer shall, at its own expense and within thirty (30) days of Cascade’s first request, securely package the Products that are the subject of the complaint (or any part thereof) and return them to Cascade. The Customer shall return to Cascade only the Products indicated by the latter in writing.

12-3 A complaint relating to any non-conformities of the goods delivered does not exempt the Customer from fulfilling the remaining obligations, including payment.

12-4 If the Customer requests return of the Products due to an incorrect order attributable to it (Customer's responsibility), Cascade will charge the Customer 20% of the value of the goods as the cost of restocking. Cascade also reserves the right not to accept any returns, if the product is customized and not marketable.


13 - WARRANTY


13-1 Cascade guarantees that the Products are free of flaws or defects in materials or workmanship and that they comply with the specifications laid down in the Agreement for a period of 36  months from delivery to the Customer.
In the case of used and reconditioned products and/or spare parts, the warranty period is reduced to twelve (12) months.

13-2 The Warranty does not apply in the following cases:
a. the instructions for maintenance, installation or operation have not been complied with;
b. the fault is the result, in whole or in part, of unusual, improper, reckless or negligent use of the Products;
c. the delivered Products have been modified, adapted or altered in any way, unless previously authorized in writing by Cascade;
d. the delivered Products have been transferred to third parties or processed;
e. the fault is the result, in whole or in part, of repairs carried out by unqualified mechanics;
f. the delivered Products have been damaged (including damage caused by external reasons), deteriorated or spoiled in any way for reasons not due to Cascade;
g. normal wear and tear of the product;
h. the non-conformity is due, in whole or in part, to compliance with current regulations;
i. use of materials and components by Cascade at the specific request of the Customer and the non-conformity is minor, due to imperfections in color and finish;
k. non-conformities that are within the minimum technical tolerance in relation to the size, functionality and construction requirements of the Product.

13-3 In the event of defects or lack of conformity of the product, Cascade shall replace the defective parts and/or restore the product, bearing the related costs.

All replaced products will automatically become the property of Cascade, since it has replaced them. Repairs and replacements must be made within a reasonable time so as to minimize the inconvenience to the Customer.

The replacement of a component during the warranty period leaves the warranty period of this article 13 (Warranty) unchanged in relation to the whole Product and/or the component that has been replaced.


14 - RESPONSIBILITY


14-1 Cascade shall not, in any case, be liable in the following circumstances:
a. force majeure, as defined in the following Article 17;
b. malice or negligence, even consequent to omissions by employees of Cascade, third parties employed by Cascade, persons authorized by Cascade, including instructions provided to such persons
c. relating to the application or use of the Products provided by Cascade, except for malice or gross negligence by the directors of Cascade;
d. unsuitability of the Products for specific and/or special uses;
e. Products that have been resold by the customer to third parties;
f. loss of or damage to the Products in circumstances in which the Warranty is not applicable, in compliance with Article 13 (Warranty);
g. direct or indirect damage, including loss of profits or damage to third parties.

14-2 The Customer shall hold Cascade harmless from any claim for compensation, however named, by third parties, for loss or damage in relation to the Products provided to the Customer by Cascade, except in cases where the loss and damage are derived from a voluntary act or omission (e.g. design work) or from gross
negligence by Cascade's directors.


15 - INTELLECTUAL PROPERTY RIGHTS


15-1 Cascade will remain the owner of its intellectual and/or industrial property rights even after delivery of the Products to the Customer, unless agreed otherwise in writing.

15-2 The Customer shall not modify or alter any mention of intellectual and/or industrial property rights indicated on the Products.

15-3 If the Products are made according to plans, models, or other elements provided by the Customer, the latter shall hold Cascade harmless from any claim for compensation, however named, presented by third parties in relation to the delivered Products, with particular reference, but without any limitation, to any infringement of intellectual or industrial property rights belonging to third parties.


16 - TERMINATION, COMPENSATION, EXTENSION


16-1 The Customer shall be deemed in default under the law and any amount due to Cascade shall immediately become payable and collectible (lapse of deferred payment terms – article 1186 of the Italian Civil Code), if the Customer:
a. declares bankruptcy, is declared bankrupt (unless otherwise provided for by specific national regulations), transfers its assets to pay off other creditors preferentially, requests a moratorium on payments, or if all or part of the Customer's assets are seized and this bond is not removed within ten days of its imposition;
b. after being informed in writing of its non-compliance, fails to fulfill all or part of its obligations under the law or the Agreement (including any provisions contained in these General Terms and Conditions of sale);
c. fails to pay all or part of an invoice within the agreed period; or
d. liquidates its company or decides to liquidate it, to cease its business, to transfer the whole company or part of it, or to contribute it to a new subject, to change the objects of the business or to wind up the company.

16-2 In the cases described in Article 16-1 of the General Terms and Conditions of sale, Cascade, at its sole discretion, with no obligation to pay any fee or compensation, without prejudice to its other rights (such as its right to demand penalties and interest already due and its right to remuneration), without need for formal notice and with no obligation to take legal action:
a. may postpone the fulfillment any obligations it might have with the Customer until the latter has fulfilled all its obligations with Cascade.
b. may withdraw from the Agreement, even partially, by sending the Customer specific written notice;
c. may request full and immediate payment of any amount that the Customer is obliged to pay to Cascade, even before the due date; and/or
d. before proceeding with further fulfillment of its obligations, may request and obtain a guarantee from the Customer for its punctual compliance with the payment obligations;


17 - FORCE MAJEURE


17-1 The parties shall not be responsible for delays or malfunctiond deriving from force majeure.

17-2 In the case of Cascade, force majeure shall mean, by way of example but not limited to: natural disasters, strikes, workers' unrest, sickness of employees or staff of Cascade, lockouts, riots, default or delay by Cascade's suppliers of all or part of the Products, acts of war, epidemics, interruption or suspensions of transportation, requisitions, which may even be partial, by the Authorities, import and/or export bans, national laws issued after the signing of the Agreement, fires and explosions, telecommunication line failures, electric power outages, earthquakes, floods and similar natural disasters.

17-3 The existence of force majeure will not justify non-payment or the suspension of payments by the Customer.

17-4 Should a case of force majeure occur, the delivery and other obligations of Cascade will be suspended.

17-5 Should fulfillment of the obligations of Cascade be limited or prevented by force majeure for a period exceeding three months, the other party shall be free to withdraw from the Agreement by sending specific written notice.

After sending the notification, no party shall have any further obligation under the provisions of this Agreement, without prejudice to any obligations which both parties might have in relation to Products already delivered.


18 - INVALIDITY


18-1 The invalidity of one or more clauses of these General Terms and Conditions of sale will not result in the invalidity of the Agreement and of the other clauses which shall retain their full force and effect.


19 - GOVERNING LAW AND JURISDICTION


19-1 These General Terms and Conditions of sale, the Agreement and any other agreement deriving from the Agreement or relating to the Agreement shall be governed exclusively by Italian law.

19-2 Any disputes deriving from these General Terms and Conditions of sale, the Agreement and any agreement deriving from the Agreement or relating to the Agreement shall be referred to the sole jurisdiction of the Court of Verona, Italy.

19-3 The parties will in any case have the right to refer resolution of the dispute to the Arbitration Chamber of the Chamber of Commerce of Verona, Italy.


20 - PRIVACY


20-1 Personal data collected directly and/or through third parties by Cascade, the data controller, will be processed in a printed or computerized form for contractual and legal requirements, and to enable an effective management of the business relationships.

20-2 The e-mail addresses provided may be used by the company in order to send advertising material concerning services similar to those that are the subject of the current business relationship.

Failure to provide data, where not compulsory, will be evaluated from time to time by the data controller and will result in decisions made in relation to the importance of the data requested for the management of the business relationship.

20-3 The data may be communicated in Italy and/or abroad, exclusively for contractual purposes and for the fulfillment of the related legal obligations, including those of a fiscal or accounting nature.

20-4 The data subject can exercise all the rights available pursuant to art. 7 of Legislative Decree 196/2003 (including the rights of accessing, correcting, updating and opposing the processing and of deletion).

The data processor is Cascade Italia S.r.l. with the address VERSOX@CASCORP.COM


21 - CODE OF ETHICS


21-1 Cascade has adopted a Code of Ethics that is available on the website www.cascorp.com.

21-2 The Customer, by signing the Agreement, confirms having read and agreed to the requirements and the ethical principles set out in the "Code of Ethics" adopted by Cascade, which determines the values by which the company is guided in the pursuit of its objectives and to avoid the offenses identified in Legislative Decree 231/2001 and subsequent amendments and additions.

The Customer agrees not to offer, neither directly nor indirectly, and confirms that it is not aware of any third parties directly or indirectly offering, payments, gifts or other favors to its Customers or to public officers, or agents, directors or employees of Cascade or to other third parties in ways that are contrary to the law, directives, and standards of conduct (such as but not limited to the Foreign Corrupt Practices Act [FCPA] – the U.S. law on the corruption of public officials) and undertakes to comply with all the relevant laws, rules of conduct, ordinances and anti-corruption regulations.


General Terms and Conditions of Rental


INTRODUCTION
The rental of Attachments from Cascade is governed by the following General Terms and Conditions of Rental. These General Terms and Conditions of Rental are also available on Cascade price lists, in both printed and digital form; on the Cascade website: www.cascorp.com.


1 - DEFINITIONS


1-1 In these terms and conditions:
a. "Cascade" or "Lessor" means Cascade Italia S.r.l.;
b. "Customer" or “Lessee” means the party who concludes the Rental with Cascade;
c. "Attachment(s)" means attachments for lift trucks or, in general, goods and products leased by Cascade;
d. "Rental" or "Agreement" means the rental agreement between Cascade and the Customer;

2 - ATTACHMENTS


2-1 The attachments for rent are chosen by Cascade from those available by type, quality and specification in relation to the use or application requested by the Customer.

2-2 The Customer shall specify the purpose(s) of use of the Attachment in the Agreement.

2-3 If the attachment(s) are not used for the purpose(s) specified in the Agreement or the purpose generally associated with that particular Attachment(s), the Customer cannot hold the Lessor liable for any subsequent claim related to the use or misuse of the Attachment(s).


3 – START, END, DURATION AND FEE


3-1 The fee for the Rental of the Attachment is stated in the Agreement.

3-2 Cascade shall charge the Customer the fee for the Rental on an advanced monthly basis.

3-3 Unless otherwise specified in the Agreement, the Rental period starts from the date of delivery of the Attachment(s) to the Customer, or on the date of Customer collection, and ends on the date the attachment(s) is returned to Cascade.

3-4 The rental period shall not be less than 4 weeks.

Unless otherwise agreed between the parties, the fee for the rental is based on forty (40) hours’ use of the Attachment per week. If the Attachment(s) is to be used for more than forty (40) hours per week, such extra use must be specified and agreed upon in the Agreement.

3-5 Any hours exceeding the agreed number of weekly hours shall be billed at a rate set out in the Agreement.

3-6 Refunds for any faults attributable to Cascade are based on an hourly rate, to be calculated by dividing the weekly cost of the rental by forty or by the higher number of hours that may have been agreed upon: refunds for any faults shall not take into account Saturdays and Sundays, unless otherwise agreed upon by the parties. The maximum daily amount of reimbursement is established by dividing the agreed number of weekly hours by five (5).

3-7 The rental fee includes the supply to the Customer or to the user of the necessary spare parts due to normal wear from proper use, but does not include any additional service provided by Cascade personnel.

3-8 The Agreement shall be automatically renewed on these General Terms and Conditions, unless the Customer gives Cascade written notice 30 days before the expiration of the Rental

3-9 If the Attachment is returned earlier than defined in the Agreement, the Customer shall be charged the difference with respect to the rental fees initially agreed for the entire Rental period.

3-10 All shipping costs (delivery and collection at the end of the period), freight, insurance, storage and handling, as well as taxes or duties, shall be paid by the Customer.

3-11 The Customer may elect to purchase the Rented Attachments solely and exclusively during the first twelve (12) months of the Agreement


4 - PAYMENT


4-1 In accordance with the present Terms and Conditions, and unless otherwise agreed between the parties, payment must be made within 30 days of the invoice date. If the Customer does not make payment within the terms specified, the Lessor may commence legal proceedings to recover the outstanding sums without further notice.

The "value date" indicated on the Cascade bank statements will be considered as the date of actual payment.

4-2 The Customer may not postpone or delay payment to the Lessor on the grounds that the Lessor has, in turn, outstanding debts towards the customer, or has any other obligation towards the Customer. No compensation is permissible, unless otherwise agreed by the parties.

4-3 In the event of late payment, the Customer shall pay the interest calculated in accordance with article 5 of Italian Legislative Decree 231/02 - EU Directive 2000/35/EC and Italian Legislative Decree 192/12 - EU Directive 2011/7/EU, without prejudice to any greater loss.

4-4 Cascade may charge the Customer for any other expense incurred, whether legal or otherwise, for recovering or obtaining forced fulfillment of any obligation to pay.

4-5 At the time of signing the Agreement and subsequent to it, the Customer shall be obliged, if so requested by the Lessor, to provide adequate guarantees, such as a bank guarantee or a letter of credit, in respect of the payments and any other obligations related to this Agreement.

In such circumstances, the Lessor has the right to suspend its obligations under the Contract, including delivery, until the required guarantee has been provided.

4-6 All payments made to the Lessor by the Customer shall be considered in the following order: expenses, interest, capital, starting at the oldest sums.

The Customer is not entitled to withhold payment, neither for delivery delays nor for the incomplete supply of non-essential parts.


5 - DELIVERY TIMES


5-1 Delivery shall be made by the date specified in the Agreement.

A tolerance of 120 days is applied to the delivery (so-called "late delivery"), at the end of this grace period the Customer is entitled to withdraw from the Agreement by written notice to Cascade.

5-2 Cascade shall not be held liable for any expense, loss or damage suffered by the Customer or by any third party due to a late delivery. The Customer cannot cancel the Agreement solely on the grounds of late delivery.

5-3 Failure to comply with the terms of delivery and tolerance due to force majeure, in accordance with article 16 (Force Majeure), does not constitute a breach. Cascade shall inform the Customer in writing of the specific reasons for any delay, stating in every case the new deadline by which the goods will be delivered.

5-4 Cascade shall not be in any way liable for any late delivery caused by the Customer.


6 - CUSTOMER'S RESPONSIBILITIES


6-1 During the lifetime of the Agreement the Customer shall be responsible for the safekeeping, proper storage and correct use of the Attachments being rented. Consequently, the Customer is the sole party responsible for any damage or claims that may result directly or indirectly from the use of the Attachments, as well as for any damage, loss or expense that the Lessor might be obliged to incur for any reason whatsoever as a result of such events.

6-2 The value of the Attachments is stated in the Agreement.

6-3 The Customer shall ensure that the Attachments are used properly and safely, within the envisaged rated capacity limits, and by qualified and competent personnel.

6-4 At the end of the Agreement the Customer is obliged to return the Attachments in the same state in which they were received, except for normal deterioration and/or wear and/or tear.

6-5 The Customer is obliged to hold Cascade totally harmless from any claim or claims by third parties for personal injury or material damage directly or indirectly associated with the use of the Attachments.

To this end, the Customer is obliged to take out suitable insurance with an insurance company for an amount sufficient to ensure adequate protection.

6-7 The Customer is responsible for the Attachments for damage caused to third parties, for their misuse and is also required, for the entire duration of the rental period and to its sole charge, to perform routine maintenance, as provided for by the Cascade Use and Maintenance Manual relating to the unit being rented.


7 - FAULTS AND MALFUNCTIONS OF THE ATTACHMENTS


7-1 Any fault or malfunction of the Attachments must be reported immediately to Cascade by letter, fax or e-mail.

7-2 Cascade reserves the right to grant the Customer extensions to the Rental period in the event of faults or malfunctioning of the Attachments. In any case, the extensions will only be granted from the date and time of submission of the notification referred to in article 7-1 above.

7-3 Where the fault or malfunction is attributable to negligence or misuse of the Attachments, the Customer will still be obliged to bear the rental cost already agreed upon, to pay the repair costs and to reimburse any expenses incurred for whatever reason by Cascade.


8 - EXEMPTION FROM LIABILITY FOR FAULTS AND MALFUNCTIONING OF THE ATTACHMENTS


8-1 Cascade shall not be held liable for any direct or indirect losses caused by Attachment faults or stoppages caused by their misuse.

8-2 Except for cases of force majeure, referred to in article 16, Cascade shall not be liable for non-arrival of the Attachments due to events not attributable to the Lessor, following accidents, breakdowns or damage during loading, unloading or transportation.


9 - 1 LOCATION OF THE ATTACHMENTS


9-1 The Customer shall not move the Attachments from the site where they are stored without first obtaining the permission of Cascade.

9-2 The Customer shall be required, upon Cascade's request, to provide Cascade with detailed and complete information about the site where the Attachments are used.


10 - ACCESS FOR REPAIRS AND ADJUSTMENTS


10-1 For the entire duration of the Agreement the Customer must ensure that Cascade can access the Attachments at any time in order to carry out any necessary inspection, testing, adjustment, repair or replacement work.

10-2 The Customer shall refrain from carrying out any repair or adjustment work on the Attachments, unless specifically authorized in writing by Cascade.

10-3 At its sole discretion and without any obligation, Cascade will consider providing the replacement parts deemed necessary to the Customer free of charge, without prejudice to the provisions of art. 3-7 above. The costs of installing such components shall be borne by the Customer.


11 - CUSTOMER OBLIGATIONS - LESSOR'S RIGHTS OF IMMEDIATE TERMINATION OF THE AGREEMENT


11-1 The Customer may not sublet to a third party, sell, mortgage, pawn, tie up, pledge, assign or otherwise dispose of the Attachments, unless prior written approval is granted by the Lessor.

11-2 The Customer shall in any case be obliged to take all action necessary to protect the Attachments at its own expense, in response to seizure, confiscation, foreclosure or other enforcement provisions, undertaking to hold Cascade harmless from any losses, damage, costs, charges or expenses that may arise from non-observance and non-compliance with this clause.

11-3 Cascade shall have the right to immediately terminate this Agreement without notice and to regain possession of the Attachments, given that for this purpose Cascade is hereby authorized with immediate effect to enter the premises where the Attachments are located, if the Customer:
a. fails to make timely payment of all amounts due to Cascade or fails to observe and comply with the General Terms and Conditions of Rental;
b. wants or needs to come to an arrangement with creditors or suffers a winding-up order that might compromise or adversely affect the rights of the Lessor in relation to the Attachments;

11-4 The termination of the Agreement in the cases referred to in article 11-3 above does not affect Cascade's right to request payment of the amounts it is owed under the Agreement, together with further sums as compensation for damages.


12 - CUSTOMER OBLIGATIONS IN THE EVENT OF EARLY TERMINATION OF THE AGREEMENT


12-1 In the event of early termination of the Agreement, the Customer shall in any case be obliged to pay the amounts due for the Rental period originally agreed upon.


13 - RESPONSIBILITY


13-1 Cascade shall not, in any case, be liable in the following circumstances:
a. force majeure, as defined in the following article 16;
b. malice or negligence, even consequent to omissions by employees of Cascade, third parties employed by Cascade, persons authorized by Cascade, including instructions provided to such persons relating to the application or use of the Attachments provided by Cascade, except for malice or gross negligence by the directors of Cascade;
c. unsuitability of the Attachments for specific and/or special uses;
d. Attachments that have been resold by the customer to third parties;
e. loss of or damage to the Attachments in circumstances in which the Warranty is not applicable;
f. direct or indirect damage, including loss of profits or damage to third parties.

13-2 The Customer shall hold Cascade harmless from any claim for compensation, however named, by third parties, for loss or damage in relation to the Attachments provided to the Customer by Cascade, except in cases where the loss and damage derive from a voluntary act or omission (e.g., design work) or from gross negligence by Cascade's directors.


14 - INTELLECTUAL PROPERTY RIGHTS


14-1 Cascade will remain the owner of its intellectual and/or industrial property rights even after delivery of the Attachments, unless agreed otherwise in writing.

14-2 The Customer shall not modify or alter any mention of intellectual and/or industrial property rights indicated on the Attachments.

14-3 If the Attachments are made according to plans, models, or other elements provided by the Customer, the latter shall hold Cascade harmless from any claim for compensation, however named, made by third parties in relation to the Attachments, with particular reference, and without any limitation, to any infringement of intellectual or industrial property rights belonging to third parties.


15 - TERMINATION, COMPENSATION, EXTENSION


15-1 The Customer shall be deemed in default under the law and any amount due to Cascade shall immediately become payable and collectible (lapse of deferred payment terms – article 1186 of the Italian Civil Code), if the Customer:
a. declares bankruptcy, is declared bankrupt (unless otherwise provided for by specific national regulations), transfers its assets to pay off other creditors preferentially, requests a moratorium on payments, or if all or part of the Customer's assets are seized and this bond is not removed within ten days of imposition;
b. after being informed in writing of its non-compliance, fails to fulfill all or part of its obligations under the law or the Agreement (including any provisions contained in these General Terms and Conditions of rental);
c. fails to pay all or part of an invoice within the agreed period; or
d. liquidates its company or decides to liquidate it, to cease its business, to transfer the whole company or part of it, or to contribute it to a new subject, to change the objects of the business or to wind up the company.

15-2 In the cases described in article 15-1 of the General Terms and Conditions of rental, Cascade, at its sole discretion, with no obligation to pay any fee or compensation, without prejudice to its other rights (such as its right to demand penalties and interest already due and its right to remuneration), without need for formal notice and with no obligation to take legal action:
a. may postpone the fulfillment of any obligations it might have with the Customer until the latter has fulfilled all its obligations with Cascade.
b. may withdraw from the Agreement, even partially, by sending the Customer specific written notice;
c. may request full and immediate payment of any amount that the Customer is obliged to pay to Cascade, even before the due date; and/or
d. before proceeding with further fulfillment of its obligations, may request and obtain a guarantee from the Customer for its punctual compliance with the payment obligations;


16 - FORCE MAJEURE


16-1 The parties shall not be responsible for delays or malfunctions deriving from force majeure.

16-2 In the case of Cascade, force majeure shall mean, by way of example but not limited to: natural disasters, strikes, workers' unrest, sickness of employees or staff of Cascade, lockouts, riots, default or delay by Cascade's suppliers of all or part of the Attachments, acts of war, epidemics, interruption or suspensions of transportation, requisitions, which may even be partial, by the Authorities, import and/or export bans, national laws issued after the signing of the Agreement, fires and explosions, telecommunication line failures, electric power outages, earthquakes, floods and similar natural disasters.

16-3 The existence of force majeure will not justify non-payment or the suspension of payments by the Customer.

16-4 Should a case of force majeure occur, the delivery and other obligations of Cascade will be suspended.

16-5 Should fulfillment of the obligations of Cascade be limited or prevented by force majeure for a period exceeding three months, the other party shall be free to withdraw from the Agreement by sending specific written notice.

After sending the notification, no party shall have any further obligation under the provisions of this Agreement, without prejudice to any obligations which both parties might have in relation to Attachments already delivered.


17 - INVALIDITY


17-1 The invalidity of one or more clauses of these General Terms and Conditions of rental will not result in the invalidity of the Agreement and of the other clauses which shall retain their full force and effect.


18 - GOVERNING LAW AND JURISDICTION


18-1 These General Terms and Conditions of rental, the Agreement and any other agreement deriving from the Agreement or relating to the Agreement shall be governed exclusively by Italian law.

18-2 Any disputes deriving from these General Terms and Conditions of rental, the Agreement and any agreement deriving from the Agreement or relating to the Agreement shall be referred to the sole jurisdiction of the Court of Verona, Italy.

18-3 The parties will in any case have the right to refer resolution of the dispute to the Arbitration Chamber of the Chamber of Commerce of Verona, Italy.


19 - PRIVACY


19-1 Personal data collected directly and/or through third parties by Cascade, the data controller, will be processed in a printed or computerized form for contractual and legal requirements, and to enable effective management of the business relationships.

19-2 The e-mail addresses provided may be used by the company in order to send advertising materials concerning services similar to those that are the subject of the current business relationship.

Failure to provide data, where not compulsory, will be evaluated from time to time by the data controller and will result in decisions made in relation to the importance of the data requested for the management of the business relationship.

19-3 The data may be communicated in Italy and/or abroad, exclusively for contractual purposes and for fulfillment of the related legal obligations, including those of a fiscal or accounting nature.

19-4 The data subject can exercise all the rights available pursuant to art. 7 of Legislative Decree 196/2003 (including the rights of accessing, correcting, updating and opposing the processing and of deletion). The data processor is Cascade Italia S.r.l. with the address VERSOX@CASCORP.COM


20 - CODE OF ETHICS


20-1 Cascade has adopted a Code of Ethics that is available on the website www.cascorp.com.

20-2 The Customer, by signing the Agreement, confirms having read and agreed to the requirements and the ethical principles set out in the "Code of Ethics" adopted by Cascade, which determines the values by which the company is guided in the pursuit of its objectives and to avoid the offenses identified in Legislative Decree 231/2001 and subsequent amendments and additions.

The Customer agrees not to offer, neither directly nor indirectly, and confirms that it is not aware of any third parties directly or indirectly offering, payments, gifts or other favors to its Customers or to public officers, or agents, directors or employees of Cascade or to other third parties in ways that are contrary to the law, directives, and standards of conduct (such as but not limited to the Foreign Corrupt Practices Act [FCPA] – the U.S. law on the corruption of public officials) and undertakes to comply with all the relevant laws, rules of conduct, ordinances and anti-corruption regulations.