General conditions of sale

These general conditions of sale apply to all commercial transactions of QP MECHANICS S.R.L., with registered office in Vighizzolo di Cantù, via Cesare Cattaneo, 8b, 22063 (CO), C.F. and P.IVA 03109900138 (hereinafter “the Supplier”) in the field of precision mechanical components, contract machining and, in any case, all Products manufactured, assembled or sold by the Supplier. These general conditions are drafted in compliance with current legislation and constitute the legal basis of each contract concluded by the Supplier unless expressly derogated from in writing in specific orders or agreements.
These conditions shall prevail over any purchase conditions of the Customer and constitute an essential part of the supply contract performed by the Supplier in favour of the Customer. However, the provisions of Legislative Decree No. 231 of 9 October 2002 shall apply in any case, unless otherwise regulated by these conditions.
These general conditions of sale therefore concern all contracts and all orders, even if not expressly confirmed by the Customer, including orders placed as “open orders” or “schedule orders”.
However, these are automatically considered accepted by the Customer with the first order issued. The Customer will be obliged to carry out the measures and activities of its competence contemplated in this document.

2. General notes

The following shall form an integral part of the contract concluded by the Supplier:
(a) these general supply conditions, which shall apply in any case, regardless of the express written acceptance of the Customer.
(b) the special conditions expressly indicated and accepted by the Supplier and the Customer.
(c) the Supplier’s documentation in completion of these general supply conditions. (d) any technical document, study, report, sent by the Supplier to the Customer for any reason.
(e) the delivery note.
(f) the invoice.
Advertising materials, sales brochures, samples, catalogues, price lists and anything else used or sent by the Supplier to the Customer before or during the execution of the supply shall not be considered essential elements of the contract.

3. Orders and formalization of the contract

An order means any document containing the identifying elements of the supply to be made, such as quantity, type of product and price. The order shall be deemed to have been transformed into a concluded contract either in the event of express acceptance by the Customer by any means in writing (fax, e-mail, etc.), or at the time of the first supply accepted by the Customer. Execution of the supply means the material making available of the Product to the Customer as provided for in the following point 7.2.
The acceptance of the Product by the Customer shall also be considered as acceptance of the general supply conditions set out here.

Closed order

A closed order means one in which the quantity of the product, price, method and delivery times are expressly indicated.

Open or scheduled order

An open order means one that, having established the type of Product and the unit price thereof, generally indicates the estimated quantities of product that are likely to be consumed by the Customer during the period of time expressly indicated and agreed between the Supplier and the Customer (week/month/year) without, however, the quantities and delivery times being considered binding for the Customer.
A “scheduled” order means one that, having established the type of Product and the unit price thereof, indicates a minimum and maximum quantity of Product to be delivered according to a predetermined schedule.
Each open or scheduled order must be specified, within the agreed time limits, in a closed order which, accepted by the Supplier, must expressly provide for the quantities of Product and the timing of its delivery to the Customer.
The Supplier’s liability, in the presence of an open or scheduled order, shall be limited, as regards time, to the maximum delivery time indicated, and, as regards quantities, to the highest volume stated by the Customer.
The Supplier shall not be obliged to guarantee the supply of further quantities of Product or delivery times that are more onerous for the Supplier itself.
The Customer may request to modify the content of open or scheduled orders and the Supplier shall endeavor to meet the Customer’s request by exploiting all its production (means, man, raw materials, etc.) and assembly capacity. The Supplier shall, without prejudice to its liability as indicated above, endeavor to make its procurement, production, and product delivery structure as flexible as possible. The Supplier may, in the event of a request to modify an open or scheduled order, communicate to the Customer the difference in the price of the Product: such variation shall be applicable in the event of express acceptance by the Customer or shall be considered “in force” from the first delivery of the product following the order modification request accepted by the Supplier.

Order Modifications

Any request for modification to the contract that the Customer may make must be expressly accepted by the Supplier. In the absence of express acceptance, the previously agreed contractual conditions shall be considered unchanged, without prejudice, however, to the applicability of these general conditions of supply.

Cancellation of a closed order or reduction below the minimums of an open or scheduled order

In no case, except in cases of force majeure, may the Customer cancel a closed order or reduce the quantities of open or scheduled orders below the minimums provided for. If the Customer intends to proceed in this manner, he must notify the Supplier in writing of his request, who, within the following 10 days, may accept or reject the request made or indicate to the Customer the cost of acceptance. The cancellation or reduction of the quantities of an open or scheduled order, depending on the contract, shall be considered binding either in the event of its express acceptance or only when the Customer has paid the Supplier the cost indicated by it. Otherwise, the Customer shall be obliged to withdraw and pay for the product in accordance with the agreed terms or according to the minimum quantities indicated or agreed upon in the open or scheduled order.
In indicating the cost of cancellation or reduction, depending on the contract, of an open or scheduled order below the minimums, the Supplier may take into account all expenses incurred for procurement, including raw materials or stocks that cannot be otherwise used, specific equipment and not, study and design costs within the limits of the non-depreciated quota, and, in any case, all costs or direct and indirect consequences that have an economic relevance for the Supplier.
The Supplier may definitively retain, and on account of any greater amount due, any sums received from the Customer for any reason whatsoever.
The Supplier shall, however, make every effort to reduce as much as possible the cost to be charged to the Customer for the reasons set out in this point.

Contract Modifications – Effects on Stock

The Supplier shall make every effort to maintain sufficient stock to promptly meet the Customer’s requirements in accordance with open or scheduled orders and undertakes, in the case of long-term supplies, to increase the quantity of its stocks in order to be able to satisfy even small increases in the quantities of product required.

4. Preparatory and/or ancillary work related to the order

Drawings and specifications

All documents, drawings, estimates, technical reports, evaluations, offers, analyses and, in any case, any data or elaboration that the Customer and Supplier have exchanged with each other before or during the execution of the order, shall be considered to have been transmitted only for the specific use for which they are intended, without the transmission involving any transfer of ownership or specific rights of use for any reason whatsoever. The recipient may therefore not use what has been received for other purposes. The Customer and Supplier shall mutually retain all property rights, including intellectual property rights, to the exchanged documentation. The Customer and Supplier shall be bound to the strictest confidentiality and secrecy, as agreed in the following point 6, in relation to the existence and content of the exchanged documents.
In the event of non-compliant use of the exchanged material, the injured party shall be entitled to compensation for damages.

Storage of equipment

The equipment, moulds and anything else, even subject to wear and tear, necessary for the manufacture of the Product intended for the Customer shall be considered, unless otherwise agreed in writing, the exclusive property of the Supplier. The production tools shall be designed by the Supplier itself and shall take into account the methods and working equipment normally used by the Supplier. The Supplier may charge the Customer for the expenses incurred for the design and construction of the equipment intended for production or for the optimisation of the manufacturing process in order to allow the Supplier to achieve useful production efficiencies to keep the prices of the manufactured products competitive.
The Supplier may also request the Customer to share the costs referred to above. Even in this case, the equipment and anything else necessary for the requested production shall remain the exclusive property of the Supplier without, therefore, the possible cost-sharing being able to guarantee the Customer any right of use or ownership, even only intellectual or by way of Know-How.
The Supplier, unless otherwise proven by written document, may freely use the equipment and, in general, any working tool, even for productions other than that intended for the Customer.

5. Characteristics and condition of the Products ordered

Destination of the products

The Supplier undertakes to manufacture the Product in accordance with the technical specifications agreed with the Customer. The Product will also comply with the applicable safety, health and environmental regulations. The Customer will be solely responsible for the use of the Product, which must be used in accordance with the methods and intended use known to the Supplier. No liability can ever be attributed to the Supplier for any use of the supplied Product that is not permitted, incorrect or different from that agreed upon. The Customer, expressly at the time of receipt of the Product, guarantees that the Product corresponds to its needs and is suitable for the use and intended use that it had indicated to the Supplier.
Any need for a different use or destination of the Product must be notified to the Supplier with 60 days’ notice. The Supplier may refuse subsequent deliveries or indicate the difference in cost of the Product in relation to the activities necessary to carry out any changes to the Product itself or to the processing process.
Unless otherwise agreed in advance or otherwise known to the Supplier, the supplied Product may not be brought into contact with food products or stored in places where potentially explosive or polluting materials are deposited, except in the case where the Product is made with materials suitable for such uses and intended for the food industry.

Product packaging

The Supplier shall provide the Product packaged in compliance with current safety and hygiene regulations. The Customer expressly declares that it is aware of the standard type of packaging normally used by the Supplier and considers it suitable for its own needs for transport, storage and warehousing. The Customer shall be solely responsible for the correct storage and warehousing of the Product, which must be carried out in such a way as to ensure proper preservation of the technical and functional characteristics of the Product supplied. No liability can be attributed to the Supplier in the event of the use of packaging or containers different from those used by the Supplier or for improper storage or warehousing. The Customer shall finally be responsible for the correct and complete observance of the regulations in force regarding the destruction and disposal of “disposable” packaging used by the Supplier.
The Supplier and the Customer may agree on the use of “reusable” packaging to contain the Product supplied. In this case too, the Customer shall be solely responsible for the correct use and maintenance of the packaging itself.

Transmission of product information

The customer undertakes to inform any of its purchasers of the technical and functional characteristics of the Product itself. The Supplier shall ensure the traceability of the production batch of the Product itself up to the date of delivery to the customer.

6. Intellectual property rights and confidentiality clause

Intellectual property rights and know-how

The performance of the supply contract shall not, in any case, constitute an assignment of industrial property rights or a license to use the Know-how relating to the Product itself. The Supplier, as the owner of the aforementioned rights, reserves the right to use for its own use the results of any checks, experiments or tests carried out on the Product, even after delivery.

Confidentiality clauses

The Supplier and the Customer, during the supply relationship and for 5 years after its conclusion, shall be bound to the strictest confidentiality and secrecy of everything (documents, data, characteristics, elements, technical, financial information, drawings, graphs, reports, diagrams, notes, etc.) that they have mutually learned during the performance or preparation of the contract. The Supplier and the Customer undertake to keep all material mutually exchanged or received with the same care and in the strictest secrecy as if what was received or exchanged was their exclusive property. The Supplier and the Customer shall only allow the persons involved in the performance of the supply to access the data, documents and all material received. The Customer and the Supplier also expressly declare that they are in compliance with the privacy procedures, as provided for by current regulations.
If necessary, the Customer and the Supplier shall be obliged to appoint, by notifying the name, a person responsible for managing any sensitive data that may be transmitted.
The obligation of confidentiality and secrecy shall not apply in the case of:

information that is in the public domain or otherwise already known at the time the contract was stipulated.
information already in possession before the contract was stipulated.
obligation to disclose information when imposed by a Judicial or Public Authority in general.

The violation of this clause shall entitle the other party to claim compensation for damages and, if the violation is particularly serious, to terminate the contract.

Anti-counterfeiting warranty

The Supplier guarantees the ownership or the right of use of the information, drawings and in any case the content of the documents and the process used for the production and supply of the Product.
The Supplier also guarantees that there are no patents or constraints that could prevent the production and sale of the Product.
If the Product is made on a drawing or according to indications or information provided by the Customer, the latter shall be liable for any infringement, even relating to the production process, of industrial property rights and not, of third parties, and undertakes to hold the Supplier harmless from any and all direct or indirect consequences that the availability or use, for any reason whatsoever, of such information may cause, directly or indirectly, to the Supplier. The Customer shall finally bear the direct cost, or in any case shall indemnify the Supplier, for all direct and indirect damages and for all costs, including defense or legal costs including the fees of the Professionals appointed by the Supplier itself, which it will be called upon to bear in the event of legal action.

7. Delivery, transport, verification and acceptance of the product

Delivery time

The Supplier shall be bound to respect the delivery times agreed with the customer. In any case, however, the delivery date shall not be considered essential and binding for the correct execution of the order and the Customer expressly renounces to make any request for damages or to request the termination of the contract in the event of failure to comply with the delivery term of the Product. In any case, unless a precise date is provided for delivery, which in any case shall be understood as non-essential, the time of delivery shall run from the later of the following:
– date of receipt of the order.
– date of acceptance by the Customer, if requested, of all materials, equipment and executive details.
– date of fulfillment by the Customer of all preliminary contractual or legal obligations (e.g. import licenses, authorizations, etc.).
The Supplier reserves the right to notify the Customer of any changes to the delivery times when such changes are particularly significant. The Customer may ask the Supplier to make its best efforts to bring the delivery times back to normal but may not, in any case, refuse to accept the Product.
The Supplier reserves the right to suspend the delivery of the Product indefinitely in the event of non-payment of supplies.

Delivery Conditions (exworks Incoterms 2010)

Unless otherwise agreed and subject to the provisions of point 10.6, delivery of the Product shall be ex works at the establishment indicated by the Supplier and shall be deemed to have taken place on the day and time of loading onto the means used by the carrier or forwarder. From that date onwards, all risks and responsibilities inherent in the Product itself shall be transferred to the Customer.
Only if expressly provided for, the delivery may be considered as having taken place upon arrival of the goods at the Customer’s plant or warehouse. Even in this case, transport shall be at the Customer’s risk.

The Supplier must send the “goods ready for delivery” notice to the Customer in good time. The Customer must collect the Product on the date and time indicated in the “goods ready for delivery” notice, as received from the Supplier. If the goods are not collected as indicated in the “goods ready for delivery” notice, the Customer shall bear all costs, expenses and charges for any reason whatsoever (storage, insurance, handling, storage, use of space, etc.) borne by the Supplier. The Supplier shall therefore issue a regular invoice for this purpose containing the amounts due. Payment of the invoice for these items shall be made in accordance with the provisions of Article 10.1.

Transport, customs duties, insurance

Unless expressly provided for in the order, transport shall always be carried out at the expense of the Customer, who shall, if deemed necessary by him, and under his exclusive responsibility, insure the Product during transport. Any commercial condition shall comply with the Incoterms conditions in force at the time of conclusion of the supply contract.
In the event that the Supplier undertakes to ship the Product to its destination, the transfer of risk shall take place at the moment the Product is handed over to the first forwarder or carrier.
The Supplier reserves the right to accept requests for partial shipment of the ordered product.
The Customer shall always bear the costs of customs duties, unless otherwise agreed, and shall also, if necessary, carry out the relevant procedures.
However, the Supplier shall never be obliged to insure the Product, regardless of the agreed delivery method.

Verification of quantities and type of product delivered

The Customer shall verify the conformity of the Product to the order conditions through his own personnel, at his own expense, and under his own exclusive responsibility, immediately upon delivery. Any objection or reservation relating to obvious defects in the packages or the Product, discrepancies in weights or quantities compared to the delivery note accompanying the Product, must be immediately noted on the CMR. A copy of the CMR with the relative reservations or objections must be sent for information to the Supplier, who, however, as provided in point 7.2, shall never be liable for shortages and shall not be responsible for reservations made by the Customer.
In the absence of reservations on the CMR, the Product shall be deemed accepted in terms of type and quantity.

Objection to the existence of defects

The Supplier is obliged to deliver the Product free of defects and in conformity with the order specifications.
In the event of defects in the Product, the Customer must, on pain of forfeiture, within eight days of delivery in the case of obvious defects, and within eight days of discovery in the case of hidden defects, in any case within one month of delivery, object to the Product supplied by sending the Supplier an appropriate written communication containing the list of defects or defects, the number of pieces on which they have been found, the methods by which the checks were carried out, the batch number and any useful element to allow the Supplier to accurately identify the Product that is the subject of the dispute.
The Customer, if requested by the Supplier, must return, at his own expense, the Product that is the subject of the dispute. The Supplier, at its sole discretion, and without this constituting any admission of liability, may repair the product and return it to the Customer. In this case, the Supplier shall bear the transport costs. If the Supplier does not find the presence of the defects or faults complained of, the Supplier shall invite the Customer to its premises to jointly evaluate the results of its investigations, after which the Product shall be sent back to the Customer at his own expense.
The Supplier may, however, at its sole discretion, and without this constituting any admission of liability, proceed to replace the disputed Product by sending a new one to the Customer.
In no case, unless the Supplier opts for the total replacement of the Product, may the Customer suspend payment of the Product that is the subject of the dispute.
The Customer may not, for any reason whatsoever, independently carry out or have third parties carry out work or interventions on the product. In this case, the Product will no longer be guaranteed and the Supplier will not be liable for any responsibility.
If the Customer, in the presence of obvious defects or faults, decides not to inform the Supplier and uses or sells the product itself, he shall forfeit any right to replacement, repair and warranty. In any case, unless otherwise requested by the Supplier to the Customer, the Customer shall be responsible, if still in his possession, for the disposal of the Product that is the subject of the dispute.
Any claims or disputes concerning a single delivery of Product shall not exempt the Customer from the obligation to collect and pay for the remaining quantity of goods, within the limits of the order or commitment.

Warranty – duration

The Supplier is obliged to deliver the Product in full compliance with all applicable regulations and in conformity with the order. The Supplier, unless otherwise agreed, guarantees the Product supplied for a period not exceeding 1 year from delivery.
The warranty shall only be valid in case of correct use of the product and when the malfunction of the same is not also indirectly attributable to the Customer for the particular use of the product.

Acceptance

After a period of eight days, and in the absence of any disputes, the Product supplied shall be deemed definitively accepted. In no case, after acceptance, shall the Supplier be obliged to replace the Product supplied.

8. Contingency and force majeure clause

Conditions for changing Product prices

The Supplier may change the prices of the Product even after the order has been accepted. The Supplier must notify the Customer in writing of the new price, also indicating the reasons why such a change has become necessary. The new price will be binding on the Customer from the first delivery following the communication.

Force majeure

IThe Supplier may suspend its supply obligations and any contractual commitments to the Customer in any case of Force Majeure. If the Supplier intends to avail itself of this right, it must promptly inform the Customer in writing, indicating the cause of Force Majeure invoked and, if possible, the duration of the expected suspension of the contractual obligations assumed.
If the cause of suspension should last for more than 15 working days, the Customer may temporarily obtain the Product he needs from another Supplier, provided that the Customer undertakes, once the cause of Force Majeure has ceased, to purchase the Product from the Supplier again. The Supplier undertakes to notify the Customer in writing of the cessation of the cause of Force Majeure, also indicating the date of the first deliveries of the product. The Customer is obliged to accept such deliveries.
If the cause of Force Majeure should last for more than 120 days, the Supplier and Customer will meet to assess the possibility of considering the supply contract stipulated as terminated. In any case, the Customer will have to collect and pay for all the product in stock at the Supplier’s warehouse, the cost of semi-finished products and special raw materials that cannot be used otherwise.
The Supplier may invoke Force Majeure in all cases where its performance should become particularly onerous or impossible. The following causes are considered to be events constituting Force Majeure, with a list that is merely indicative and not exhaustive:

natural disasters (earthquakes, fires, floods, storms, etc.).
armed conflicts, wars, disputes, attacks, riots, acts of terrorism.
trade union disputes or conflicts, occupation or lockout, general or sectoral strikes or strikes at the plant.
trade union disputes or conflicts, general or sectoral strikes, occupation or lockout, which concern the Supplier’s suppliers, transporters, service companies, forwarders, post offices, public offices in general or, in any case, all those who are involved in the production process.
orders of the judicial, governmental or public authority in general.
import bans, embargoes, and production blocks imposed by the health or public authority in general.
work accidents, seizures, machine breakdowns, explosions, lack of availability of electricity and any and all events that may limit or exclude the possibility of production.

The Customer must promptly inform the Supplier of any event that may be considered Force Majeure and that may make the delivery or collection of the Product difficult. In such cases, the Customer must also indicate to the Supplier according to which methods the Product may be delivered, even in a place different from the one agreed upon, bearing, in such cases, the additional cost that the Supplier will indicate, in any case, taking all appropriate measures to be able to collect or store the product made by the Supplier in order to make the inconvenience for the Supplier as little onerous as possible.
In no case may the Customer invoke Force Majeure to suspend payments for supplies.

9. Definition of prices

The Supplier shall indicate the prices of the Product in the order agreed with the Customer. Unless otherwise agreed, the prices shall be understood to be net of any tax, duty, or expense and, in any case, “ex works”. The Supplier shall invoice the Products according to its own standard or in accordance with the contractual agreements defined with the Customer. Unless otherwise agreed, prices shall always be expressed in Euro.

10. Payments

Payment terms

Payment for supplies shall be made, regardless of any disputes, in accordance with what has been agreed with the customer, without prejudice to the applicability of Legislative Decree 9.10.2002 n.231.
The Supplier shall not be obliged to grant any discount in the event of early payment of the Product.

Late payments

Without prejudice to the provisions of point 1, in the event of non-payment of the Product within the term referred to in point 10.1, interest shall accrue in favor of the Supplier equal to the Euribor plus seven points and proportion to the period of delay. The Supplier is authorized to issue an invoice for interest in accordance with the methods set out at this point and to send it to the Customer. The invoice shall also be charged with the expenses that the Supplier shall have incurred for such activity. The Customer must immediately pay the amount due. In the event that an invoice for interest for late payment is issued, the Supplier may, at its sole discretion, impute all payments subsequently made by the Customer to the balance of the invoice for interest and expenses and only for the residual amount to the payment of the Product supplied. The Supplier may also, if the Customer’s breach is repeated or serious, suspend the shipment of the Product, refuse the request for further deliveries or consider the contract terminated.

Changes in the financial or social situation of customers

Any event or behavior that may objectively cast doubt on the solvency of the Customer or its willingness to pay for the Product supplied may be considered a reason for the suspension of the supply of the Product by the Supplier. The Supplier, in such a case, shall send a specific communication to the Customer. From the moment of receipt of the aforementioned communication, all the Customer’s debts to the Supplier shall be deemed immediately due and all sums payable, notwithstanding any contrary agreement previously agreed with the Customer. The Supplier shall also have the right to remove the unpaid Product supplied from the Customer’s warehouses or establishments.
In the event that the Customer is subject to insolvency proceedings (composition with creditors, administration controlled, bankruptcy, compulsory liquidation, extraordinary administration) the Supplier, in compliance with the specific legislation on credit recovery, may suspend further supplies or consider the contract itself terminated.
The Customer is obliged to communicate to the Supplier any relevant change in its corporate structure or its management-administrative organization or the signing of a transfer of business or branch of the same, when such event concerns the supplies of the Product.
The Supplier, having evaluated such information, or in the absence of such information, may eventually communicate to the Customer its intention not to continue the relationship. In such case, all the Supplier’s credits shall be deemed immediately due.
The Supplier may however retain, on account of the greater amount due, the advances or what has been collected up to that time.

Customer’s credits

The Customer may not, for any reason or title whatsoever, issue, without the Supplier’s consent, debit notes or invoices for credits of its own or in any case charge the Supplier with amounts of which the latter has not expressly and in writing acknowledged himself to be a debtor. The Customer may not, therefore, unless authorized in writing, offset or withhold sums due to the Supplier; in such case the Supplier may claim interest for non-payment or late payment, as provided in point 10.2.
In the event of credits in favor of the Customer, the Supplier may offset such sums against the amounts due to him as a result of supplies made or to be made.

Guarantee of payment in the case of subcontracts

The Supplier and the Customer undertake, in the event of the existence of specific legislation, to agree on the hypothesis of direct payment and responsibility with the subcontractors. The Customer may never reach direct agreements with the Supplier’s subcontractors, derogating from these general terms and conditions of supply.

Retention of title

The Product is supplied under a “Retention of Title” clause, which means that the Product will remain the property of the Supplier until all debts have been paid in full. The Customer must take all necessary measures to protect and safeguard this right and will be responsible for any consequences that may arise from the Product itself. The retention of title does not imply any derogation from the provisions of points 7.2. and 7.3. on the transfer of risk and liability for the transport and custody of the Product itself. The Customer must take all necessary measures to ensure that the Supplier’s Product is not confused with any similar product from other suppliers and must therefore store the Product in designated areas that are clearly defined and easily identifiable.

11. Liability

Definition of supplier’s liability

The Supplier shall be solely responsible for the activities within its competence and for the correct production of the product supplied, which must have the characteristics specified in the order. No other liability shall be deemed to fall within the Supplier’s sphere of competence.
The Supplier must also organize and carry out production in compliance with all applicable regulations.
The Supplier shall not be liable for defects in the Product when these are attributable to:

- materials supplied by the customer or by third parties indicated by the customer.
- design or drawing errors when such activities are carried out by the Customer or by third parties indicated by the Customer.
- use of equipment indicated or supplied by the Customer or by third parties indicated by the Customer.
- treatments or manipulations carried out without the Supplier’s consent.
- production errors when the process has been indicated and validated by the Customer.
- non-conforming, unauthorized, abnormal, atypical or particular use.
- defect in storage, transport, preservation or handling of the Product.
- normal wear and tear of the Product or deterioration of the same attributable to events attributable to the Customer or to third parties.
- failure to comply with the Supplier’s recommendations, instructions or suggestions regarding the maintenance, preservation or use of the Product itself.

Limits of liability

The Supplier’s liability shall be limited to direct damages caused to the Customer’s property or personnel or to the same employed due to defects or faults of the Product recognized by the Supplier as attributable to the same. Any liability for indirect damages, damage to reputation, loss of profit, loss of earnings, loss of business, profits, production downtime or any indirect consequence of the Product defect is expressly excluded.
The Supplier shall also not be liable for direct or indirect damages that may be suffered by the Customer as a result of the Customer’s use of the technical documents, information, product data, indication of technical or functional characteristics, etc., when such use has not been previously and specifically authorized in writing. In no case shall the Supplier be liable for any lack of performance of the Product manufactured.

Jurisdiction

The supply of the Product and any consequence deriving from the execution of the contract or in any case any fact connected or preliminary to the conclusion of the contract and/or the order, shall always and in any case, indefeasibly, be subject to Italian jurisdiction and the laws in force in Italy, removing any hypothesis of validity or applicability of foreign jurisdictions or norms.

Competent court for disputes

The Supplier and the Customer, at any time, in case of need, shall make their best efforts to amicably resolve any disputes or disagreements that may arise between them for any reason whatsoever that has a connection, even preliminarily, with the supply of the Product.
In the event of failure to reach an amicable settlement of the dispute, the exclusive and indefeasible jurisdiction of the Court of Como shall be deemed to be always and in any case.