1. Scope of the General Terms and Conditions

1.1. These General Terms and Conditions of Sale (the «Conditions» or the «General Conditions» or the General Terms and Conditions) regulate and, govern, and also constitute an integral part thereof, all contracts for the sale, in Italy and/or abroad, concluded in paper, electronic or telephone form (the «Contract») concerning the supply by G.A. Ricambi S.p.A. (the «Seller») of the products manufactured and/or sold by the Seller (hereinafter the «Products») indicated in the relevant order confirmation (the «Order Confirmation» or «Order Receipt Confirmation») to any purchasing company (the «Buyer or the «Buyer»). Except in individual cases in which they have been waived by express written agreements signed by the Seller, they will constitute the exclusive discipline of such sales. In any case, it is understood that the Seller will assume sales obligations towards the Buyer by means of the Order Confirmation, with the express exclusion of any other previous communication from the Seller to the Buyer (including, by way of example, any previous offers by the Seller, including those made through its website); furthermore, in the event of discrepancies between these Conditions and the particular conditions of each Contract (as set out in the relevant Seller Order Confirmation), the latter shall prevail. These Terms shall remain in force indefinitely and shall apply to any Contract between the parties, excluding in any case the applicability of either the Buyer’s terms and conditions or any other clause or condition contained in any request or order of the Buyer that is contrary to these Terms. This is without prejudice to the provisions of Article 1.2 below. All offers, order confirmations, invoices and deliveries by the Seller to the Buyer shall be deemed to have been made in accordance with these General Terms and Conditions, unless otherwise expressly waived in writing by the Seller, and accepted in full by the Buyer at the time of the order.
1.2. By issuing the purchase order and/or accepting the Products supplied by the Seller, the Buyer accepts these General Terms and Conditions The parties acknowledge and acknowledge that these Terms and Conditions will remain in force between them even in the event of subsequent electronic signing of new general terms and conditions of sale, without prejudice to the provisions below. In particular, the application of these Conditions between the parties shall be deemed to have ceased only in the event that the Seller sends a communication to the Buyer expressly indicating the text of the new conditions to be applied between the parties in place of these Conditions.
1.3. The general or particular conditions, whatever they may be, prepared and/or reported on the Buyer’s correspondence, which are different from these General Conditions, even if referred to in the Buyer’s communications to the Seller, shall be considered ineffective; shall not bind the Seller and may not in any case be opposed to or prevail over those of the Seller.
1.4. In the event that one or more provisions of these General Terms and Conditions are deemed invalid or unenforceable, this shall not affect the validity and/or enforceability of the remaining provisions of these General Terms and Conditions; Any provision deemed invalid or unenforceable may be replaced with new valid and enforceable provisions, having content, as far as possible, equivalent to that of the provisions deemed invalid or unenforceable.

2. Conclusion and entry into force of the Contract – Acceptance of orders – Object of the supply

2.1. Each contract of sale is deemed to have been finalized when the Buyer receives written confirmation from the Seller of receipt of the order issued by the Buyer. However, if the Buyer receives from the Seller a written confirmation of the order containing terms and conditions that differ from the order itself, this confirmation will be valid as a new proposal and the contract will be considered finalized in the first of the following terms (I) after three (3) working days from the receipt of such confirmation by the Buyer, without the latter having formulated any written objection, or (II) with the taking of delivery, by the Purchaser, of the Products subject to the order confirmation. The contract shall be deemed to have been concluded, in any case, at the time of delivery of the Products to the Purchaser and/or to the latter’s carrier or shipper, according to the agreed delivery term.
2.2. The Contract binds the parties from the moment they both have accepted it. The parties acknowledge and acknowledge that the Contract may be concluded between them in writing, electronically or by telephone, for example, but not limited to, on the basis of orders placed by the Buyer directly on the Seller’s website subject to registration and authenticated access by the Buyer, the procedure of which involves the explicit acceptance of these Conditions. It is understood that, in the case of orders placed via the internet, the contractual will of the Buyer, and in general the approval – even specific – by the same of the clauses of the Contract and the Conditions, will be validly expressed by simply completing the predefined fields for the purpose of placing the order on the Seller’s website.
2.3. Offers made by the Seller will remain valid for a period of ten (10) days from the date of issue, unless otherwise stated in writing. The Vendor reserves the right to cancel or revise its offers at any time prior to the issuance of the written confirmation of the order.
2.4. The Seller reserves the right to accept or refuse, at its sole discretion, the Buyer’s orders. It is understood that, in any case, the Vendor will not accept (I) any order that does not accurately identify the Products ordered (with indication of the relevant product codes) and the relative quantities; (II) any order relating to Products to be made to the Buyer’s specifications, where the Seller has not previously received from the Buyer all the technical specifications, drawings, technical data or any samples necessary to allow the supply of the same.
2.5. Purchase orders confirmed by the Seller may not be modified or cancelled by the Buyer under any circumstances. Any changes or cancellations of orders will only take effect if previously authorized or subsequently accepted, in writing, by the Vendor. It is understood that, in any case, in the event of the cancellation of the order, if such cancellation has been accepted by the Seller, the Seller may still charge the Buyer, as a penalty, an amount quantified at least 30% (thirty percent) of the total amount of the cancelled order, without prejudice to compensation for greater damage suffered by the Seller.
2.6. Intermediaries, agents and agents of the Seller do not have the power to bind the latter towards the Buyer, nor to enter into contracts in the name and/or on behalf of the Seller. Offers submitted by intermediaries and agents are subject to written approval and confirmation by the Seller.
2.7. No later than the date of placing the order, the Buyer shall also provide the Seller with all relevant information regarding the placement and use of the Products. In particular, but not limited to, if the Products are to be resold by the Buyer in a foreign country («Country of destination»), the Buyer must inform the Seller, in writing and no later than the transmission of the order, of any specific need in relation to the Products ordered such as, by way of example, prior authorizations, certifications, standards or characteristics that are required by technical regulations, environmental, administrative or any other regulations applicable in the country of destination and necessary customs formalities. If the Buyer does not inform the Seller in time, the latter will not be liable for any non-compliance of the Products with the regulations in force in the country of destination and/or for any delays that may occur in the delivery of the Products. It is understood that all costs and expenses incurred by the Seller in complying with the aforementioned applicable regulations will be borne by the Buyer alone and will be charged back to the Buyer on the invoice.
2.8. All technical data, all technical information, photographs and illustrations concerning the Products contained in documents provided by the Seller and attached to the offers or resulting from catalogues, price lists, prospectuses, circulars, advertisements or other illustrative documents of the Seller, are merely indicative and not binding, unless otherwise expressly provided for in the Seller’s offer and/or order confirmation.
2.9. If the Seller has had to build and/or have made at its own expense and at its own expense, specific equipment for the purpose of producing the Products according to the Buyer’s specifications, upon termination of the relevant supply for any reason, unless otherwise agreed in writing between the Parties, such equipment shall remain the property of the Seller, the Buyer undertaking in any case to contribute to the costs incurred for the construction and maintenance of such equipment equipment.
2.10. In the event of order errors on the part of the Buyer, the return will take effect only if previously authorized, in writing, by the Seller, and the amount that will be charged for the return, provided that the material is returned ex warehouse of the Seller, in its original condition without tampering, will be penalized for 30% of the price paid. The return must in any case take place no later than 15 days from receipt of the goods.

3. Product prices

3.1. Unless otherwise agreed in writing between the Parties, the prices that will be indicated, from time to time, by the Seller in the relevant offer or, failing that, the prices charged by the Seller to the Buyer at the time of acceptance of the order by the Seller will apply to each purchase order by the Buyer. Unless otherwise specified, the prices of the Products (I) do not include VAT (which, where due, must be paid in accordance with the specific provisions indicated in the invoice) and (II) are intended as «EXW – Ex Works» 41018 SAN CESARIO SUL PANARO (MO), Incoterms® 2020, excluding packaging costs; Therefore, in addition to packaging costs, any transport costs, insurance charges, taxes, stamps, customs duties and any other additional charge are not included in the prices. Any such charge incurred by the Seller will therefore be fully or partially reimbursed by the Buyer with debit on the invoice by the Seller, under the terms and conditions indicated, from time to time, by the Seller in its offer and/or in its order confirmation.
3.2. In the event of any increase in production costs (including, by way of example, tax charges, personnel costs, procurement costs of components or materials or currency changes) resulting from circumstances beyond the Seller’s control, during the execution of the contract, the Seller shall be entitled to increase the prices of the Products charged to the Buyer in proportion to the increase incurred. In the event that the increase in the price of the Products, occurring after the date of confirmation of the order, is greater than five percent (5%) compared to the price applied, the Buyer will be informed in advance by the Seller and may terminate the relevant contract, giving written notice to the Seller no later than five (5) days from receipt of the communication, without any right to compensation or indemnity may arise on the part of the Purchaser. If there is any delay in the delivery of the Products for reasons attributable to the Buyer, and the Seller’s prices are increased pursuant to this paragraph before the actual delivery of the Products to the Buyer, the latter will be required to pay the price increased in any case.

4. Payments

4.1. Payments shall be made by the Buyer in the manner indicated, from time to time, in the offer and/or in the order confirmation and/or in the invoice(s) sent by the Seller to the Buyer. Any payments made to agents, representatives or commercial auxiliaries of the Seller are considered not made and, therefore, do not release the Buyer from the obligation to pay, until the relevant sums reach the Seller. Any first order will only be accepted with advance payment. Payments due by the Buyer shall be made at the Seller’s registered office, it being understood that such payments shall be deemed to have been made there only when they have been definitively credited to the Seller’s current account at the bank designated by the Seller. Payments made to third parties are not accepted unless expressly authorized in writing by the Seller.
4.2. If the parties have agreed to pay the Products by means of documentary credit, the Buyer shall, unless otherwise agreed in writing, arrange for the issuance of an irrevocable documentary credit confirmed by a leading Italian bank acceptable to the Seller. Upon receipt of the Seller’s order confirmation, the Buyer shall submit to the Seller, for the latter’s written review and approval, the text of the documentary credit. Unless otherwise agreed in writing with the Seller, the documentary credit (I) will be issued at least thirty (30) days prior to the date of shipment of the Products indicated by the Seller in its order confirmation, (II) will be valid from the date of issue and until at least thirty (30) days after the last date of shipment of the Products, (III) it must allow partial use or shipments, and (IV) it will be payable on demand at the counters of the confirming bank and/or any other Italian bank agreed between the parties, upon presentation of the following documents: commercial invoice, packing list, shipper’s receipt or, alternatively, depending on the delivery term agreed between the parties, bill of lading or waybill. Unless otherwise agreed, in writing, all bank charges, in Italy and/or abroad, relating to the documentary credit will be borne by the Buyer.
4.3. The non-payment or late payment, in whole or in part, on the agreed due date, of an invoice or debit note of the Seller to be paid by the Buyer, gives the Seller the right – at its own discretion and without prejudice to any other right due to the Seller for non-payment on the agreed deadlines – to charge interest expenses for late payment, starting from the due date for payment, and without the need for formal formal notice, to charge interest on arrears on sums still due and not paid at the rate provided for by Legislative Decree 231/2002 and subsequent amendments, and in particular without prejudice to any regulatory change, of the rate applied by the European Central Bank to its most recent main financing operations, increased by eight (8) percentage points, in addition to bank charges and costs incurred for the recovery of sums not paid in time; in any case, the Seller reserves the right to request compensation for the greater damage suffered.
4.4. It is understood that, in the event of deferred payment, failure to pay even a single instalment within the established terms entails the Seller’s right to declare the Buyer forfeited the benefit of the term and to demand immediate payment, in whole or in part, of the residual credit.
4.5. Any dispute or complaint by the Buyer for defects and defects of the Products may not, under any circumstances, give rise to the suspension or delay of payments; the Buyer may not initiate or continue actions against the Seller if it has not first paid the price in full under the terms of the contract.
4.6. The occurrence of events that negatively affect the Buyer’s financial or economic situation, the non-payment, delayed or partial payment, on due date, of an invoice or debit note of the Seller and any other fact constituting default by the Buyer, will result in the forfeiture of the Buyer from the terms agreed for the payment of the Products. In this case, the Seller will have the right to take immediate action for the recovery of its existing debts, even if they are not liquid and payable, and this at any time, without any obligation of notice and/or formalities.
4.7. In the cases referred to in article 4.6, the Seller shall also have the right, at its sole discretion, without incurring any liability, to (I) not proceed with the execution of the order, (II) suspend and/or refuse delivery of the Products ordered and not yet delivered, even if they are Products not related to the non-payment or late payment in question, until the full payment of all amounts due by the Buyer, and/or (III) request the Buyer for payment guarantees and/or different terms or methods of payment, both for supplies still in progress and for subsequent ones. In any case, the right to terminate the contract is reserved, pursuant to the provisions of Article 8 below and justifies in any case, pursuant to Article 1460 of the Italian Civil Code, the refusal to fulfil any further contractual obligations and to cancel the processing of any other orders in progress, without the Buyer being able to make claims for compensation, indemnification or otherwise.
4.8. The Seller has the right to suspend and/or terminate the Contract, and with immediate effect: a) if the Buyer does not regularly fulfill its obligations to pay the price, as well as b) if the Buyer is subject to bankruptcy proceedings, or if its financial conditions substantially change in such a way as to clearly endanger the achievement of the consideration. In the event of serious breach by the Buyer of the obligations established by the Contract, the Seller has the right, in addition to the other faculties due to it under the Contract, to retain as a penalty the sums paid by the Buyer as an advance, expressly without prejudice, in any case, to the possibility of compensation for further damages.

5. Delivery terms. Delivery and packaging. Transport.

5.1. The delivery of the Products takes place according to the shipping schedule specifically agreed between the parties, as indicated in the relevant Order Confirmation (or in the offers, order receipt confirmations or invoice). In the case of international contracts, the reference in the Contract to commercial terms such as, for example, «Ex Works», «FOB», «CIF», is understood to be made to the «Incoterms 2020» of the International Chamber of Commerce, in the text in force at the time of the conclusion of the Contract itself.
5.2. The terms of delivery are, in any case, subject to the condition that the fulfilment of its obligations by the Seller is possible according to a criterion of practical and economic reasonableness and that the aforementioned performance is not hindered or prevented by events deriving from circumstances beyond the control of the Seller itself such as, by way of example but not limited to, restrictions, staff shortages, shortages of raw materials, equipment, fuel, energy, components, or third-party services (including transportation) as currently occurring in international trade
5.3. The terms of delivery shall not be considered as essential terms in favour of the Purchaser but shall be intended as indicative only. In any case, the Buyer, by accepting, waives any rights and/or claims in relation to the delay in delivery. Any liability for delays due to force majeure generally accepted is excluded. For late deliveries, the Buyer is not entitled to cancel the order or to claim compensation.
5.4. The Vendor reserves the right to process the order even through partial deliveries. If the Buyer does not intend to accept partial deliveries of the goods, he must declare this to the Seller in advance and in writing. Except in the case where the Buyer has previously notified the Seller that he intends to accept only full deliveries of the order, in no case may the Buyer refuse delivery or delay payment of the Products delivered to him on the basis of an order, even if only partially executed. In the case of partial deliveries, the Seller is entitled to issue partial invoices according to the deliveries made. Upon taking delivery of the Products, the Buyer must immediately: (I) check the packaging and quantities of the Products and (II) carry out a check of the conformity of the Products with respect to what is indicated in the Seller’s invoice, giving the Seller written notice of any discrepancy with the procedures set out in article 6.2 below.
5.5. In the case of Products to be manufactured according to the Buyer’s technical specifications, the delivery term may not begin to run before the Seller receives all the final technical specifications, drawings, technical data, any samples to be provided by the Buyer and necessary, at the sole discretion of the Seller, for their production and supply. It is understood that, in the event that the advance payment of the price by the Buyer is agreed, the delivery term will begin to run only from the receipt by the seller of the aforementioned advance payment within the agreed terms. The terms of delivery shall not be considered as essential terms in favour of the Purchaser but shall be intended as indicative only. In any event, the Buyer, by accepting a late delivery, waives any rights and/or claims in relation to the delay in delivery.
5.6. It is understood that all risks are borne by the Buyer in accordance with the agreed delivery term (it being agreed that, where the Incoterms apply, reference will be made to the provisions therein, while in other cases all risks relating to the goods sold will pass to the Buyer at the time of shipment, unless otherwise expressly agreed in writing).
5.7. Ownership of the Products will pass to the Buyer upon delivery, in accordance with the agreed Incoterms® CCI delivery term.
5.8. The Products ordered by the Buyer are delivered by the Seller to the Buyer in packaging, where provided for in the Contract or where deemed appropriate by the Seller at its own discretion in order to preserve the integrity of the goods. It is however understood that the Seller cannot be held responsible for the lack of adequate packaging, in the absence of specific agreements contained in the Contract. It is further agreed that the costs of any packaging shall always be borne exclusively by the Buyer. Return packaging is not accepted. The Seller shall package the Products using the type of packaging that it deems, at its discretion, most appropriate to the type of transport agreed with the Buyer from time to time, it being understood that, unless otherwise agreed, to partially cover the costs incurred by the Seller for the packaging, the Seller will charge the Buyer on the invoice a lump sum of not less than one and five percent (1.5%) of the net price of the Products.
5.9. Unless otherwise agreed in writing, the Seller shall not be required to insure the Products for carriage. In any case, from the moment the Products are delivered by the Seller to the carrier or shipper, such Products travel at the Buyer’s own risk. The Buyer must, at its own expense, adequately insure the Products against the risk of loss or damage during transport with insurance coverage on the entire amount at least equal to the purchase price of the Products transported, even in cases where the Parties agree that the shipping and transport costs are borne by the Seller.
5.10. If, at the time when the Seller is preparing to organize or execute the shipments, there are variations in the transport costs that may be borne by the latter, for a value equal to or greater than +/- 20% compared to the amount of the same costs applicable on the date of signing the Contract, the parties will proceed with a corresponding adjustment of the relevant amount. The party entitled to such an adjustment shall have the right to suspend the performance of the Contract, without charges, in the event of refusal by the other party to pay such adjustment, without prejudice in any case to the right to recovery of the relevant credit (as well as the right to withdraw from the Contract pursuant to Article 8 below).
5.11. Any complaints relating to the condition of the packaging, the quantities, the number or the external characteristics of the Products must be notified to the Seller by registered letter with return receipt, or by certified email, under penalty of forfeiture, within 8 (eight) days from the date of receipt of the Products themselves. Any complaints relating to defects that cannot be identified by diligent checking at the time of receipt (hidden defects) must be notified to the Seller by registered letter with return receipt or by certified email, under penalty of forfeiture, within 10 (ten) days from the date of discovery of the defect and in any case no later than twelve months from delivery. giving written notice of any discrepancy with the procedures set out in article 6.2 below. It is understood that any complaints or disputes do not entitle the Buyer to suspend or in any case delay payment of the Products subject to dispute, nor of other supplies.

6. Contractual guarantee

6.1. The Seller guarantees that the Products are free from defects in relation to materials and/or workmanship and guarantees the proper functioning of the Products themselves. In the case of the supply of Products to be made according to the Buyer’s technical specifications, the Seller only guarantees the conformity of the Products to the technical specifications, technical drawings, technical data or any samples supplied and/or approved by the Seller. Unless otherwise specified, the Seller warrants that the Products are interchangeable with the corresponding products of the same kind manufactured by original manufacturers.
6.2. In relation to any defects in the supply, only a warranty for mechanical and electrical defects of the spare parts shall apply, starting from the date of delivery, with a duration of 12 (twelve) months from delivery. It is understood that any replacement of spare parts, in whole or in part, will not result in any extension of the original warranty term. Any complaint relating to defects or defects in the Products must be forwarded by the Buyer to the Seller, by registered letter with acknowledgement of receipt or in any other form certifying the acknowledgement of receipt, no later than ten (10) days from the taking delivery of the Products, or, in the event of non-apparent defects that cannot be identified by ordinary diligence despite the initial inspection, within ten (10) days of their discovery and in any case no later than twelve (12) months after delivery of the Products to the Buyer. The warranty is in any case subject, under penalty of forfeiture, to the declaration of the defect or lack of quality, communicated in writing by the Buyer to the Seller in the manner indicated above and to the effective verification, by the Seller, of the sale of those specific Products by the Seller to the Buyer, through the identification and traceability of the Products.
6.3. The Seller therefore reserves the right to examine in advance the Products indicated by the Buyer as defective to verify that the defect exists and that it is attributable to its responsibility. Only in the event that the Seller recognizes the defect, it will provide, where possible, for the replacement of the defective Product and the Buyer will receive the repaired or replaced Product, with transport at the expense and expense of the Seller, it being understood that any further expense, including the costs for any re-installation or assembly of the replaced or repaired Products, will be borne exclusively by the Buyer. The Seller undertakes to replace the Products and/or parts of the Products or, in the event that this is not possible, to return, in whole or in part, the price that has already been paid by the Buyer, without this entailing any liability on the part of the Seller for direct, indirect or consequential damages of any kind, loss of profits or losses arising out of and/or in connection with defects in the Products.
6.4. Any return of the Products by the Purchaser must be authorized in advance in writing by the Seller, following a written request by the Purchaser by filling in all its parts, the form M-045-01 «Return Authorization» for the management of agreed returns, to be requested from the Seller’s sales office indicating the relevant reasons and the references of the invoices and/or Transport Documents (DDT) of the relevant Products. Defective Products, the return of which has been authorized in writing by the Seller, must be received, at the expense and expense of the Buyer, 41018 SAN CESARIO SUL PANARO (Mo) – Incoterms ® 2020 CARRIAGE FREE at the Seller’s warehouse, or in another other place that the Seller has indicated in writing, within 30 days from the original date of shipment, under penalty of forfeiture of the authorization itself.
6.5. The Seller shall not be liable, and therefore this warranty shall be void, for any defects or lack of quality of the Products resulting from: I) incorrect assembly or installation of the Products, II) improper use of the Products; III) repairs, tampering or modifications made to the Products, without the prior written consent of the Seller; IV) negligence or inexperience of the Purchaser and/or the Purchaser’s customers in the use of the Products; V) normal wear and tear, poor or insufficient storage or maintenance of the Products or parts of the Products; vi) accidents involving the transport of the Products themselves. No liability can be attributed to the Seller for damages of any kind that may derive from improper use, poor maintenance and/or behaviour that differs from what is provided for in the instructions for maintenance and use.
6.6. This warranty is exclusive and is in lieu of any other written, oral or implied warranty which, by accepting these General Conditions, the Purchaser declares to waive (including any right of recourse deriving from any sale of the Products to the consumer or from the installation of the Products in consumer goods). The Seller’s liability is limited to the replacement of the Products and/or any refund of the relevant price that has already been paid by the Buyer. Except for the above obligation, the Seller shall have no other warranty obligation and shall not in any event be held liable for any direct and/or indirect and/or consequential damages resulting from the Buyer or third parties from defects in the Product, including loss of production, damage to property or persons or otherwise.
6.7. The warranty refers to individual structural parts and other components of spare parts, but does not extend to parts of normal wear and tear. This warranty excludes all further damages, including those resulting from lost or reduced production, as well as indirect and consequential damages, and the termination of the Contract.
6.8. This warranty excludes any other remedies in favor of the Buyer including but not limited to any other warranty, statutory or contracted.

7. Retention of title

7.1. Unless otherwise provided for by mandatory provisions of applicable law, ownership of the Products shall pass to the Purchaser only upon the full payment by the latter of the price of the Products in question, as well as the payment of any default interest and any other sum that may be due. Until such time, the Buyer undertakes to keep the Products as the Seller’s trustee and to keep the Products properly stored, protected and insured.
7.2. In the event of default by the Buyer, the Seller shall be entitled, without the need for any formality, including formal notice, to regain possession of all the Products subject to retention of title, wherever they may be, subject to any further appropriate legal remedy for the damage suffered.
7.3. The Buyer may resell the Products purchased by the Seller to third parties only in the course of its normal business activity and in this case the Buyer expressly undertakes to inform its customers of the aforementioned retention of title weighing on the Products. In this case, moreover, unless otherwise established by mandatory provisions of applicable law, the proceeds deriving from the sale or processing of the Products will be transferred to the Seller up to the price due by the Buyer to the Seller for the supply of the Products.
7.4. In the event that in the country in which the Buyer is domiciled, it is necessary, for the validity of the retention of title in favour of the Seller, to carry out administrative or legal formalities such as, the Buyer hereby undertakes to cooperate with the Seller and to carry out all the necessary acts in order to obtain a valid right with reference to the retention of title.

8. Early termination

Without prejudice to any other remedy, the Seller shall have the right to terminate early, with immediate effect, any contract of sale concluded on the basis of these General Terms and Conditions, by registered letter with acknowledgment of receipt, or certified e-mail or in any other form certifying the acknowledgement of receipt, addressed to the Buyer, in the event of breach by the Buyer of any obligation arising from these General Terms and Conditions, if such violation is not remedied by the Buyer, to the satisfaction of the Seller, no later than twenty (30) days following the written notice from the Seller to comply.

9. Buyer’s Obligations and Confidential Information

9.1. In order to allow the Buyer to proceed with the placing of orders via the internet or in any case to have access to certain sections of the Seller’s website, the Seller may issue the Buyer with a series of personalized identification codes (hereinafter referred to as the «Identification Codes», such as, but not limited to, username and password) which must be entered from time to time by the Buyer in the appropriate predefined fields on the site Seller’s internet. The Seller shall be entitled to make the use of the aforementioned Identification Codes subject to the Buyer’s compliance with security standards and practices indicated by the Seller at its discretion, with the right on the part of the latter to update or modify the relevant provisions. It is naturally understood that the Seller will not issue identification codes identical to the Identification Codes to other subjects; it is also understood that the Seller shall have the right to replace or disable the Identification Codes at its sole discretion at any time, without any liability to the Buyer arising from this. The Buyer declares and guarantees, also with reference to its personnel employed from time to time, that with regard to the aforementioned Identification Codes the most absolute confidentiality will be observed (and in any case a confidentiality not less than that used for the information of a secret nature of its company) and that the same Codes will be disclosed only to the managers and/or employees of the Buyer who must have access to the Seller’s website so that the Buyer is able to place orders to the Seller; it is naturally understood that the Buyer must promptly keep the Seller updated in the event of termination of the collaboration between the Buyer and one or more of its managers and/or employees who are aware of the Codes. On the basis of the foregoing, the Buyer hereby declares and accepts that any order placed via the internet through the use of the Identification Codes will be considered made by Buyer’s officials with all the necessary powers for the purpose of validly placing the order on behalf of the Buyer, who therefore undertakes to execute it irrevocably waiving any future exception with regard to the actual existence or otherwise of such powers.
9.2. Without prejudice to the provisions of Article 9.1 above, the Buyer is in any case required to observe the strictest confidentiality and not to make any use, even after the end of the Contract, of all information of a technical or commercial nature (such as, by way of example, drawings, prospectuses, documentation, formulas, catalogues, user manuals, product codes, price lists and correspondence; hereinafter, the «Information») received from the Seller or in any case learned in execution of the Contract or during the placing of orders via the internet and/or access – through the Identification Codes – to sections of the Seller’s website that can only be consulted through these Codes. The communication by the Buyer to third parties of one (or more) Information may only take place in the presence of the Seller’s prior consent, which is expressed from time to time in the forms of article 9.3 below. In any case, the Buyer undertakes to consider the Information on the Seller’s website, as well as any indications relating to the availability/unavailability (both temporary and definitive) of the Products, as merely indicative, acknowledging, therefore, that no responsibility in relation to any deficiencies or inaccuracies of the aforementioned Information/indications can be attributed to the Seller.
9.3. It is understood that access to the Information will not give rise to any rights on the part of the Buyer on the same, therefore any transfer of rights to the Information by way of license or otherwise is excluded, unless otherwise agreed from time to time in writing with the Seller.
9.4. In consideration of the provisions of the previous articles. 9.2 and 9.3, the Buyer undertakes not to duplicate, disclose or use the Information, in any form, in order to carry out or have carried out activities in competition – even potential – with those of the Seller (even after the end of its contractual relationship with the Seller) directly or indirectly, on its own, through and/or on behalf of third parties; in this regard, the Buyer acknowledges and declares hereby to be aware of the fact that the violation of the provisions of this Article 9.4 constitutes conduct punishable by criminal law.
9.5. The Buyer shall promptly provide the Seller with all the information that the latter may request in relation to the fulfilment of legal obligations relating to the supply of spare parts (for example, but not limited to, with reference to the so-called «dual use» legislation, i.e. on those goods that can be applied both in the civil and military sectors).
9.6. The Buyer, therefore, expressly undertakes to use such confidential information only to the extent that it is indispensable for the execution of each sales contract and the use of the relevant Products. Buyer also agrees (I) not to duplicate documents containing such confidential information and not to disclose it to third parties, unless authorized to do so in writing by Seller, and (II) to ensure that its employees, agents and representatives comply with the confidentiality obligations described above. Any use, communication or disclosure of confidential information and know-how in violation of these provisions may also result in violation of the seller’s trade secrets.
9.7. All that is provided for and indicated in this article 9, the Buyer declares and guarantees also with reference to its personnel employed from time to time, as well as with reference to the shareholders.
9.8. The Buyer hereby undertakes to indemnify and hold harmless the Seller with reference to all damages suffered by the Seller as a result of the violation of the provisions of this article 9.

10. Trademarks and other intellectual property rights

10.1. The Buyer acknowledges that the trademark shown on the packaging of the Products, and any other distinctive sign, trade name or expression used by the Seller in the context of its promotional activities and in the sale of the Products, are the exclusive property of the Seller. The Buyer may not, therefore, file, register or allow other filings or registrations of such trademark, trade name or expression or terms or expressions similar to or likely to be confused with it. Unless otherwise expressly agreed in writing by the Seller, the purchase of the Products shall not confer on the Buyer any right, title, interest or license (whether express or implied) in relation to any model, patent or other intellectual or industrial property right of the Seller.
10.2. The Seller, to the best of its knowledge, has not and will not knowingly or voluntarily violate any models, patents, copyrights, trademarks or other intellectual or industrial property rights belonging to third parties. The Seller shall not be liable for any inconvenience, loss, damage or other expense of any nature, direct or indirect, which the Buyer may incur as a result of the Seller’s breach of any of the foregoing rights, except where it is proven that the Seller had knowledge that the goods in question had been manufactured, produced or distributed in violation of pre-existing intellectual property rights belonging to a third party.
10.3. Any wording, plate and/or any other form of description and/or identification placed on the Products sold by the Seller and/or on the related packaging, may not be removed without the written consent of the Seller. Any alteration and/or modification of wording, trademarks or technical data or plates affixed by the Seller shall constitute counterfeiting and/or unlawful conduct that may be prosecuted at the initiative of the Seller both against the Buyer and against third parties holding and/or assigns in relation to the Products purchased from the Buyer. In such cases, the Purchaser will forfeit its right to the recognition of the warranty in relation to the Products.
10.4. If the Seller is sued in a lawsuit of any kind, where third parties are alleged to have violated intellectual or industrial property rights with regard to the manufacture of the Products supplied to the Buyer, the Seller may, at its sole discretion and without notice, terminate the contract and refuse to deliver other Products to the Buyer without incurring any liability towards the Buyer for any loss, damage or expense that he has suffered or will suffer as a result of said termination and refusal to make further deliveries. In this case, the Seller shall reimburse the Buyer for any sum that the latter may have paid in advance for the purchase of the Products subsequently not delivered by the Seller; all without further charges for the Seller.

11. Force Majeure and Limitation of Liability

11.1. The Seller shall not be liable to the Buyer for any failure to perform, including non-delivery or delayed delivery, in the event that such non-performance is caused by events beyond the reasonable control of the Seller such as, but not limited to, non-delivery or delayed delivery of materials by suppliers, strikes and other industrial action, suspension or difficulties in transport, theft or damage to goods, fires, accidents, earthquakes and other natural events, insurrections, wars (both declared and undeclared), pandemics, street riots, administrative measures of seizure, embargo, contravention of laws or regulations of any local authority or administrative authority (including publicly issued export credit insurance agencies).
11.2. The Seller’s warranties and responsibilities, arising from and in relation to contracts concluded on the basis of these General Conditions, are limited to those expressly provided for herein. Except in cases of wilful misconduct and gross negligence on the part of the Seller, the Seller shall therefore have no further liability in relation to the Products and in no event shall it be held liable for direct, indirect or consequential damages, loss of profits, direct or indirect losses of any kind (including personal injury and damage to property) arising from the purchase of the Products. The Buyer acknowledges that the Seller’s aggregate liability arising out of and/or relating to the contracts concluded under these General Terms and Conditions shall, in any event, be limited to the price paid by the Buyer in relation to the relevant Products.

12. Renunciation

12.1. If the Seller fails, during the performance of the Contract, to demand the exact performance of any of the Buyer’s obligations, or any of the obligations under these General Conditions, or fails to exercise any of the rights or actions under the Contract or these General Conditions, this shall not constitute a waiver of such rights or actions and shall not relieve the Buyer of the performance of the relevant obligations. Any tolerance of the Seller in the face of a default by the Buyer will not constitute any waiver of reaction in the face of a subsequent default.
12.2. No delay in exercising any right or faculty by the Seller, nor any failure to exercise any right, right or action arising from these General Terms and Conditions, shall be considered as a waiver by the Seller of the right, right or action in question.

13. Privacy

By placing the purchase order and/or registering on the Website of the Seller’s Company, the Buyer expresses consent to the processing of personal data, pursuant to art. 13 GDPR – Regulation (EU) 2016/679, after reading the specific information available in extended version on the Website. The processing, storage and transmission of personal data takes place in compliance with all precautionary measures, which guarantee their security and confidentiality, in accordance with the provisions of the GDPR, for the sole purpose of being able to effectively fulfil the obligations provided for by the legal, civil and tax regulations related to the economic activity of the company, including the management of receipts and payments deriving from the execution of contracts.

14. Contract retention – Language

14.1. In the event that one or more provisions of these General Terms and Conditions are deemed invalid or unenforceable, this shall not affect the validity and/or enforceability of the remaining provisions of these General Terms and Conditions; and any provision held to be invalid or unenforceable shall be replaced by new lawful, valid and enforceable provisions and having content, as far as possible, equivalent to that of the provisions held to be invalid or unenforceable.
14.2. These General Terms and Conditions of Sale are drawn up in Italian and English. In the event that doubts arise as to interpretation, the Italian version will prevail.

15. Applicable law – Jurisdiction

15.1. These General Terms and Conditions and the contracts for the sale of the Products to which the Seller is a party are governed by Italian law and in particular, in the case of contracts for the international sale of movable goods as defined by said Convention, by the Vienna Convention of 1980, unless derogated from by these General Terms and Conditions or otherwise and exclusively in writing by the Parties.
15.2. The exclusive jurisdiction for all disputes arising from and/or relating to these General Terms and Conditions and to the contracts for the sale of Products to which the Seller is a party, will be the competent Court of the place where the Seller has its registered office. Notwithstanding the foregoing, the Seller reserves the right, at its own discretion, to waive the said exclusive forum and to take action against the Buyer before any court having jurisdiction over the Buyer, in particular and without limitation, for the recovery of debts.

16. Final provisions

16.1. These General Terms and Conditions are an integral part of the Orders and Contracts and contain all agreements and understandings entered into between the parties on the subject matter in question, superseding any previous agreements, memorandums, letters of intent or understandings on the same subject matter.
16.2. The Buyer may not issue press releases or other advertising concerning or referring to these General Conditions and/or the Orders and/or Contracts without the written consent of the Seller.
16.3. Contracts may not be assigned in whole or in part without the written consent of the other Contracting Party

The Purchaser declares, pursuant to and for the purposes of art. 1341 and 1342 of the Civil Code, to specifically approve the following provisions:
1. Scope of application of the General Conditions; 2. Conclusion and entry into force of the Contract – Acceptance of orders – Object of the supply; 3. Product Prices; 4. Payments; Late or non-payment; 5. Delivery terms – Risk of loss of the Products – Acceptance of delivery; 7. Contractual warranty and limitation of liability; 7. Retention of title; 8. Early termination; 9. Know-how and confidential information; 10.4 Infringement of industrial property rights; 11. Force Majeure and Limitation of Liability; 12. No Waiver of Rights; 15. Applicable law – Jurisdiction 16. Final provisions