Definitions:

In accordance with the General Terms and Conditions of Sale (hereinafter, “General Terms and Conditions”), the following terms will have the meanings as set forth below:

  1. “BUYER”: the individual or legal entity which purchases the Products from the Supplier, exclusively for entrepreneurial or professional purposes;
  2. “CONTRACT”: the contract of sale entered into between the Supplier and the Buyer, to which the General Terms and Conditions apply;
  3. “SUPPLIER”: DVG Automation S.r.l., with registered office at Via G. Rossetti 2 – 29016 Cortemaggiore (Piacenza), Italy;
  4. “PRODUCTS” OR “PRODUCT”: the product or products made by the Supplier and the object of the Contract;
  5. “SUPPLIER’S FACILITY”: the registered office of DVG, at via G. Rossetti 2 – 29016 Cortemaggiore (Piacenza), Italy;
  6. “USER”: the individual or legal entity who is the final beneficiary of the Product.

Scope of application

  • The General Terms and Conditions apply to all sales of Products by the Supplier and represent an integral part of the Contract.
  • Any terms of sale that conflict with or diverge from those regulated by the General Terms and Conditions must be considered ineffective, unless, in the specific case, the Supplier has given express confirmation in writing.

Purchase order

  • The Purchase order is transmitted by the Buyer to the Supplier, in the forms described under Article 17 below and represents a contractual proposal in accordance with Article 1326 of the Italian Civil Code
  • If the Buyer is not the User, he is required to indicate in the purchase order the general information of the individual or legal entity final beneficiary of the Product.

Formation of the Contract

  • The Contract is consummated at the moment the Buyer receives acceptance of the Order from the Supplier.
  • The weights, dimensions, volumes, prices, performance, and any other data indicated in the catalogues, schedules, advertising notices, illustrations and price lists have no binding value for the Supplier, unless they are expressly referred to in the Contract and/or in the documents attached to the Product.

Force majeure:

If production and/or delivery of the Products is delayed or prevented by reason of force majeure of any nature, including but not limited to fires, floods, drought, civil disorders, or strikes, unexpected scarcity of labour, raw materials and/or auxiliary products, energy blackouts, orders of authorities or impediments of any other nature beyond the control of the Supplier, the Supplier will also be entitled, at its discretion, to suspend the delivery or withdraw from the Contract, without further obligation toward the Buyer.

Delivery

  • The Supplier will deliver the Products conforming to the specifications indicated in the documents attached.
  • The term for delivery is purely indicative and is not binding for the Supplier.
  • Unless otherwise set forth in the Contract, all the deliveries are made Ex-Works (Incoterms CCI 2000), from the Supplier’s Facility. The Supplier, in the forms described under Article 17 below, will inform the Buyer of the date when the Products ordered will be available to the latter, for the related pick up at own expense. If the Buyer of the Products is not Italian, the communication set forth in the point above is contingent on receiving all documents and authorizations necessary for export.
  • In no case can the Supplier be held responsible for the competent authorities’ refusal to issue authorization to export the products. A denial to export the Products to the Buyer’s country does not affect the validity of the Contract and the Buyer, which assumes all related risks, will be required to pay the contracted amount to the Supplier as consideration.
  • The date in which the Products ordered are made available by the Buyer coincides with the date of transfer of the risk to the Buyer.

Prices:

The prices set by the Supplier do not include VAT, taxes, or other duties and/or fiscal charges relating to the Products, unless otherwise established in the Contract.

Terms and conditions of payment

  • Unless otherwise established in the Contract, payment must be made no later than thirty days after issue of the invoice, in euro, US dollars, or other currency expressly accepted in writing by the Supplier, by bank transfer with related costs paid by the Buyer. The Supplier will provide the Buyer all the information necessary for payment by bank transfer with due advance notice.
  • Unless otherwise established in the Contract, if the Buyer is not Italian, payment must be made by irrevocable letter of credit in favour of the Supplier, confirmed on sight by the issuing bank with the submission of (i) sales invoice and (ii) the bill of lading or other shipping document. The period of validity of the letter of credit under the present point 8.2 cannot be less than three months, starting from the date of delivery of the Products and may be extended, by request of the Supplier, for another three months.
  • Interest in arrears will be calculated in accordance with Article 5 Leg. Decree 231 of 9 October 2002.
  • For delays in payment, or any other circumstances that give the Supplier reasonable cause to doubt the Buyer’s ability to honour its obligations, the Supplier may, at its discretion:
  1. terminate the Contract;
  2. demand immediate payment of the amounts still payable by the Buyer.

Condition subsequent:

If the Buyer is not able to fulfil the payment obligation of even a single order in the term established, the Supplier will be entitled to immediately terminate the Contract. To this end, the Supplier will send the Buyer a notice in accordance with Article 17 below, in which it declares to take advantage of the condition subsequent governed by the present article; in this case, the Contract will be terminated by rights, in accordance with and to the effects of Article 1456 of the Italian Civil Code.

Insolvency of the Buyer:

If the Supplier learns of protests, confiscations, seizures or any other prejudicial actions against the Buyer, or finds that the Buyer is in financial difficulties at any time after the Buyer places the order, the Supplier may, at its discretion, either suspend performance of the service and demand suitable guarantees or withdraw entirely from the Contract, by written communication in the forms given under Article 17.

Warranty for defects

  • The Supplier guarantees that provided the Products are correctly installed, used and maintained, will be free from defects or faults, are suitable for the use to which they are intended, and comply with the technical specifications indicated in the documents attached to the Products.
  • The warranty will be valid for twelve months if the Buyer is also the User. Otherwise, the warranty will be valid eighteen months from the date when the Product or Products are made available to the Buyer for pick up, as specified in Article 6.3. In this case, the Buyer is required to state the general information of the User in the Purchase Order, penalty lapse of the warranty.
  • The warranty does not extend to defects found in Products installed incorrectly and/or used in any way not specifically prescribed or which have been modified or repaired by unauthorized personnel. In any event, the warranty does not extend to defects due to corrosion and/or normal wear and tear.
  • The Buyer must notify the Supplier of any defects found no later than eight days after being detected. If a defect is found, the Buyer must adopt the following measures, so that the warranty can be activated:
  1. inform the Supplier in a written notice of (i) the Product model and the serial number and (ii) all the information relating to the related defect. Having received this information, the Supplier will notify the Buyer of the instructions for solving the problem on site, sending a technician to provide the necessary assistance, if possible; if this is not possible, the Supplier will indicate the methods to deliver the Product to its own Facility, in order to take the steps given under letter b);
  2. if the Supplier asks the Buyer to return the Product, the Buyer must send the Product to the Supplier’s Facility, taking on all related charges of shipping and packaging.
  • For defects not falling under warranty under the present Article, the Supplier, by request of the Buyer and in relation to its own organizational needs, will make the necessary repairs wherever possible. In this case, the Supplier will submit a cost estimate to the Buyer, which will communicate its approval in writing.

Industrial property rights, drawings and technical information

  • Without prejudice to the Supplier’s right to make necessary modifications to the Products, including cessation of their production, the Supplier reserves the right to make non-substantial changes to the Products ordered by the Buyer or any other change that does not alter the functionality of the Products, at any time. 12.2 The industrial property rights relating to the Products as well as the technical and/or system solutions adopted cannot be considered in any way transferred to the Buyer, as the Supplier retains the full and exclusive ownership thereof. 12.3 The Buyer expressly agrees to not use the drawings and/or technical information received by the Supplier or reproductions thereof on any support, for purposes other than those strictly necessary for execution of the supply and any consequent works. The Buyer agrees that all the drawings and/or technical information under point 12.3 have been drafted by the Supplier or by third parties pursuant to agreement with the Buyer and contain information that represents trade secrets and confidential information of a commercial value for the Supplier or for Third parties linked by contract to the Supplier.

Responsibility of the Supplier

  • In the event of abnormality and/or malfunctioning of the Products, the Supplier cannot be held responsible for cases of slight negligence. In other cases, and provided the non-fulfilment is attributed to the Supplier, the Supplier will be responsible for an amount equal to 50% of the sale price with reference to the defective Product.
  • In any event, the Supplier will not be responsible for indirect damages (including those resulting from any “system down”) nor damages arising from the Buyer’s lack of compliance with the instructions given for assembly and/or use of the Products.

Incoterms:

The terms and commercial abbreviations, adopted in the General Terms and Conditions in the Contract, must be interpreted in accordance with the most recent version of the Incoterms regulations.

Changes in the Contract:

Changes or amendments to the Contract must be agreed upon in writing between the Parties.

Termination of the contract:

The Buyer may not transfer any or all rights and/or obligations arising from the General Terms and Conditions without the prior written consent of the Supplier.

Communications

  • All communications required under the General Terms and Conditions and by the Contract must be made in writing to the addresses indicated in the Contract or communicated thereafter, with one of the following methods:
  1. by fax;
  2. by private courier;
  3. by registered letter with receipt of delivery.
  • Communications addressed to the Supplier must be made in Italian.
  • The communications will be considered received at the date of the receipt of the document if under the preceding letters a) and b), as well as, in the case of the previous letter c) at the date resulting from the receipt of delivery.

Applicable Law:

The Contract, to which the present General Terms and Conditions of Sale apply, is governed by Italian law.

Place of jurisdiction:

The Parties agree to submit any dispute that might arise pursuant to these General Terms and Conditions of Sale or in relation to interpretation, validity, and application thereof to the exclusive jurisdiction of the Court of Piacenza.

Pursuant to Article 1341 of the Italian Civil Code, we expressly declare our specific acceptance of the following articles of the present General Terms and Conditions of Sale:

5. (Force majeure); 6. (Delivery); 8.4 (Terms and conditions of payment); 9. (Condition subsequent); 10. (Insolvency of the Buyer); 11. (Warranty for defects); 13. (Responsibility of the Supplier) and 19. (Place of jurisdiction).