The supply consists of the system described in the offer, sold to the Customer, as well as the industrial property rights and user of the Know How, owned by Supplier, and grant to Customer at the conditions expressed in the chapter “Industrial Property”.
PRICES & TERMS OF PAYMENT
The price agreed in the Contract or in the Order is unitary for the supply indicated and represents the cost of the supply itself. It includes all the costs, expenses and installation fees to ensure the delivery of the system, unless otherwise agreed in the contract such as derogations, additions or limitations. Any modifications of the supply, requested by Customer in writing with an additional Order, shall be invoiced to Customer in addition to what was agreed upon in the Contract or Order. Payments shall be made as indicated in Customer’s Order and the relating acceptance document of Supplier or as indicated in the Contract, as well as in the additional orders and relating agreements after the issuing of an invoice. Supplier, if authorized by the Order and/or Contract, can issue drafts. Supplier has the right to transfer the credit to third parties.
Delivery schedule shall start on the date of the final agreement of every part of the contract and after the receipt of the payment at order, when agreed. The delivery schedule shall be adequately extended if Customer shall not observe the agreed contract obligations and specifically:
in case payments do not take place punctually;
in case Customer does not provide, in useful time, of all the necessary information for the correct execution of the supply, and approval of drawings and execution drafts , when required;
in case Customer requires changes during the execution of the order;
in case Customer does not supply, in useful time, materials due to Customer.
The deterioration risk and all other risks related to the goods pass to Customer contextually to the delivery of them.
PAYMENTS & TRANSFER OF PROPERTY
The agreed prices shall have to be paid within the established terms.
In case of late payment, the delay interest shall be 6%. However, in derogation of art. 4 -1st section of Law n.213/92, the delay interest shall exclusively start after a formal notice has been sent. Such communication shall be in writing, by registered letter, return receipt requested.
The ownership of goods, objects of this offer, remain to the Supplier until the complete payment of the price.
ACCEPTANCE TEST (if requested)
At the end of the assembly, the acceptance test will be performed at the facility of Supplier. Customer, at least 15 days before, will be informed and he will place some samples at disposal to perform the test within the agreed terms. The conformity between the specification defined and what manufactured by Supplier will be the condition to declare the acceptance test of the system passed. If any component of the system fails the test, only this component will be tested again after the adjustments required.
The document “Acceptance test” will be drawn up with technicians entrusted by the customer and presuppose the performance defined in the offer are reached.
This document will authorize the delivery of the equipment to the final destination and Supplier will have the right to invoice the price foreseen in the contract.
The final test will be performed at the facility of the customer. Supplier, at least 15 days before the date settled for the final test, shall call Customer to perform the test. Customer will explicitly choose the person who will sign the relative report on his behalf. The document “Final test report” will be drawn up with technicians entrusted by the customer and presuppose the performance defined in the offer are reached. If Customer, once received the notice of the testing within the agreed terms, does not take part of the testing session on the fixed date, Supplier will have the right to invoice the price foreseen in the contract and the order immediately after the testing has been performed.
Unless otherwise indicated in the tender conditions, 12 months from the date of delivery of materials.
For materials not produced by us. terms of warranty are those in effect and backed by the respective manufacturers.
During this period we undertake to replace or repair free of charge any part affected by a latent defect. The repair or replacement shall be carried out as quickly as possible and we shall not be obliged to pay any compensation for any direct or indirect damage. On the other hand, you will pay the labor costs as also room and board and travel expenses.
In order to assure a reliable assistance service during the warranty period, the purchaser is responsible for buying the spare parts and making them available and we will promptly replace them. On the Purchaser's side, failure to comply with the established terms of payment, with the maintenance regulations, and any assembly and testing operations not carried out perfectly, shall make the warranty void.
The warranty does not apply in the following cases listed, although not exhaustively:
- The failure by the Principal of the agreed terms of payment;
- Assembly and testing performed by you not in a workmanlike;
- Failure to observe the operating instructions or maintenance;
- Inappropriate use of the materials;
- Failure to comply with technical standards and safety regulations;
- Consequences of an accident or theft, vandalism, lightning, fire, humidity, weather in general, any liquids or causes unforeseen at the design stage;
- Association or integration into devices and / or equipment not provided;
- Any servicing, modification, repair by unauthorized and untrained persons;
- Normal wear and tear;
- Malfunctioning due to external causes (mechanical noise, electrical, vibration, etc. ..)
- Amendments due to changes in legislation after the delivery.
To guarantee the work performed, MOVIN SpA has an adequate insurance coverage RCTO + Products with major companies and a ceiling of policy and equal to € 5,000,000.00 per claim with the following sub-limits:
a) 20% of the ceiling for damages resulting from interruption or total or partial suspension of industrial, commercial, agricultural or services, when such damages are consequential to the left indemnified under the policy.
b) 10% of the ceiling on damages:
- Things contained in the product described in the policy and object of delivery or contained in products of which it is deemed a component part;
- Things made with the use of the product described in the policy and purpose of supply;
- Other products or parts of the product described in the policy and object of the provision is a component part
Therefore it is agreed that Movin SpA meets up to the maximum indicated in the policy for each claim indemnifiable in terms thereof.
Any circumstance that is beyond the reasonable control of Supplier and which is unavoidable notwithstanding the care of Supplier that shall arise after the formation of the agreement and shall impede the execution of the contract, shall be deemed as force majeure. Shall be considered as case of Force Majeure those circumstances beyond the control of the parties. The party wishing to claim Force Majeure shall promptly notify the other Party in writing at the intervention of the cause and take all steps necessary to mitigate the effect of Force Majeure.
In this case the delivery terms are extended and the new terms shall be established together by the parties. No party can appeal to a force majeure circumstance after the expiration of the contractual delivery term.
Supplier studied, designed and tested the systems indicated in this supply and is the unique owner of the industrial property rights and user of the Know How. The Know How, as established in art. 1 (foreword) and in particular in sections i,ii,iii of the C.E. n.772/2004 regulation dated 27 April, 2004 (which replaces 96/240 of 31.01.1996), includes all the confidential technical information, substantial and identified through the study, the design and the use of the system.
The transfer of the license of use free of charge to Customer as indicated in art. 1 means Customer must keep all the information received confidential to protect the rights of Supplier.
Customer, even after the relation with the Supplier ends, cannot spread, reproduce, or reveal to third parties the confidential technical information belonging to the Supplier. Furthermore, he cannot produce or have somebody produce or supply to third parties, directly or indirectly, products manufactured using the above-mentioned technical information. Supplier is the owner of every industrial property rights, as laid out by the relating laws in force.
Any written communication between the parties shall have to be sent in Italian or English to the legal headquarters of the companies indicated when the contract is signed, or communicated afterwards or to the declared domicile. Communications sent to different places from the ones indicated shall not be considered valid.
APPLICABLE LAW AND COMPETENT COURT
The Order and the Contract are governed by the Italian law. For whatever is not explicitly indicated in these conditions we shall refer to the Italian law. Any controversy between the Customer and the Supplier shall be exclusively handled by the court of Pordenone.
During the execution of the contract the tolerance of one of the parties regarding behaviors of the other party that do not comply with what established in these general conditions or the order, does not imply the waiver of exercising one’s own rights in any moment, except for the testing, which final report shall be considered valid and cannot be questioned afterwards.