General terms and conditions of purchase

1) Nature, validity and effect of these General Terms and Conditions

1.1 These General Terms and Conditions govern the purchase of products by Micro Systems S.r.l., headquartered in Novi di Modena (MO), Italy, Via Bologna no. 25/27, listed on the Companies Register of Modena with tax code and VAT number 01306460369.

All present and future contracts for the purchase of third-party (SUPPLIER) products entered into by Micro Systems S.r.l. will be governed exclusively by these General Terms and Conditions, which form an integral and substantial part of all proposals and/or purchase orders, regardless of whether or not express reference is made to them. 

1.2 Any condition, derogation or amendment made to these General Terms and Conditions by the SUPPLIER which differs from or conflicts with these Conditions will only apply if expressly agreed and accepted by Micro Systems S.r.l. in writing.

1.3 The SUPPLIER may not invoke or refer to any conditions other than those contained herein and/or in the purchase order. Therefore, any conditions annexed and/or referred to in writing on the order confirmation by the SUPPLIER will not be considered valid, and the SUPPLIER will in all cases be bound by these General Terms and Conditions of Purchase, regardless of whether or not the SUPPLIER’s order confirmation is subject to other conditions or whether they have been expressly rejected by Micro Systems S.r.l.

2) Offers

2.1 The SUPPLIER must submit all offers in writing, at no cost to Micro Systems S.r.l. All the preliminary costs of the offer (for example travel, preparation of drawings etc.) will be borne by the SUPPLIER. The offers must contain all the details necessary to enable immediate identification, in particular the request number of Micro Systems S.r.l. and if applicable, the name of the contact employee. 

2.2 All the documents, materials and other items provided by Micro Systems S.r.l. (e.g. drawings, sketches, calculations, samples, models and data support) are and shall remain the exclusive property of Micro Systems S.r.l. and may not be disclosed to a third party without prior written approval nor may they be used by the SUPPLIER for purposes other than the one for which they were supplied. The SUPPLIER must in all cases immediately return such materials at the end of the contract and/or when requested to do so. 

3) Purchase orders and confirmations

3.1 Purchase orders issued byMicro Systems S.r.l. are governed by these general terms and conditions and will contain: the number and date of the order, a description of the product, the required quantities, the price of the product, the date and place of delivery, terms of payment, shipping and packaging costs. 

3.2 All purchase orders issued byMicro Systems S.r.l. must be confirmed by the SUPPLIER by email, sent to the following address: atosi@micro-systems.it 

3.3 Upon confirmation of the order the SUPPLIER waives his own general or special conditions of sale, even if attached to the offer and/or order acceptance, or if published in brochures, catalogues, on websites, drawings, invoices or any other document, as these General Terms and Conditions are the only conditions applicable and binding on the parties.

4) Delivery and execution

4.1 The terms for the delivery of products ordered by Micro Systems S.r.l. are stated in the purchase order.

4.2 The times and dates of delivery specified in the purchase order and confirmed by the SUPPLIER are of the essence and cannot be changed.The SUPPLIER undertakes to inform Micro Systems S.r.l. immediately in writing as soon as he becomes aware that he may not be able to meet the delivery date for all or part of the order.

4.3 If the SUPPLIER is more than 5 working days late in delivering the products for any reason,Micro Systems S.r.l. has the right not to accept the goods, to terminate the contract without incurring any costs, and to demand compensation for damages from the SUPPLIER with a flat-rate reimbursement of 10% of the value of the delivery for each week of delay, plus any further losses suffered.

4.4 The delivery of the products by the SUPPLIER must be limited to the quantities ordered, and no surplus quantities will be accepted, unless authorised. The SUPPLIER must swiftly collect any rejected products at his own expense.

5) Prices and payments

5.1 The price shall be considered in all cases fixed and not subject to change by the SUPPLIER nor shall it be subject to reviews or increases.

5.2 Invoices will be paid according to the agreed terms, as specified in the purchase order confirmed by the SUPPLIER.

5.3 The amounts due to the SUPPLIER fromMicro Systems S.r.l. in respect of purchased products may not under any circumstances be assigned to a third party.

6) Warranties and liability

6.1 All the products delivered by the SUPPLIER shall be covered by a warranty of proper functioning for at least twenty-four (24) months from the delivery date, unless the legal or SUPPLIER’s warranty is longer.

6.2 The SUPPLIER warrants that on delivery, all the products will be free from flaws or defects and will meet all legal and government standards, and that their capacities and functions meet the intended uses.

6.3 Complaints of defects in the products, made byMicro Systems S.r.l. will be deemed to have been made in good time if received by the SUPPLIER within two weeks from receipt of the goods (for obvious defects) or from the date of discovery (hidden defects). Micro Systems S.r.l. may, in the case of defective products, request that the SUPPLIER repairs the defective product or, alternatively, provides replacement, non-defective products. In such a case, the SUPPLIER will bear all the costs of repair or replacement. 6.4 The SUPPLIER will be solely liable for all the losses and costs relating to any complaints whatsoever made by any party againstMicro Systems S.r.l. in respect of liability for defective products (for example any costs of recalling the product from the market etc.), any delay in the delivery of the product (such as an interruption of production, the impossibility of supplying customers, contractual penalties etc.), or any damage, defect and/or malfunctioning which has been caused or may be caused to a third party, and the SUPPLIER must release Micro Systems S.r.l. from any financial claim. In this regard, the SUPPLIER undertakes to take out liability insurance with an appropriate cover limit, which will not affect any other rights of Micro Systems S.r.l. to obtain higher compensation. 

7) Intellectual and Industrial Property.

All the documents (for example drafts, drawings, samples, models, data and software programs) whichMicro Systems S.r.l. may provide to the SUPPLIER are and shall remain the exclusive property of Micro Systems S.r.l. and the SUPPLIER must treat them as strictly confidential and return them when requested to do so. The SUPPLIER may only use the documents for the purposes of his working relations with Micro Systems S.r.l. The SUPPLIER must treat all information given in connection with execution of the orders – with specific regard to research and development projects and commercial activities – as confidential both during execution of the order and thereafter. 

The SUPPLIER shall (at MICRO-SYSTEMS’ option) return or destroy all documents and information received from MI-CROSYSTEMS, including all copies thereof and all documents referencing or including such information. The SUPPLIER shall provide MICROSYSTEMS with written confirmation of such destruction within fifteen (15) days of the request for disposal.

Any components and/or prototypes supplied by Micro Systems S.r.l.  are and shall remain its exclusive property and must be managed by the SUPPLIER on behalf of Micro Systems S.r.l. Any tools, moulds or equipment paid for wholly or partially by Micro Systems S.r.l. in connection with the manufacture of the products are and shall remain the property of Micro Systems S.r.l. and will be considered to have been granted on loan to the SUPPLIER who must keep them, use and maintain them under his own care and liability and return them when asked to do so, in perfect working order.

8) Intellectual and Industrial Property.

The SUPPLIER has the duty and responsibility to verify that the Product sold to MICRO-SYSTEMS is not covered by patent and/or other intellectual and/or industrial property right of a third party. The SUPPLIER shall conduct such verification at its own expense before selling the Product.

MICROSYSTEMS shall not in any event be held liable for the violation of third-party intellectual and/or industrial property rights on the products purchased by the SUPPLIER, who shall be liable in its own right for such infringements, undertaking to indemnify and hold MICROSY-STEMS harmless from any claim for damages made by third parties having to do with the infringement of third-party intellectual and/or industrial property rights.

9. Prohibition of Staff Distraction.

The CONTRACTOR undertakes and obliges itself towards MICRO SYSTEMS both during and for a period of 5 (five) years following the termination of the business relationship between the Parties, to refrain from proposing, directly or indirectly, any employment opportunity to employees and/or collaborators and/or consultants also external (whether in individual or corporate form) of MICRO SYSTEMS, even if not directly involved in the performance of this contract.

Any breach of the above prohibition shall entail the obligation for the CONTRACTOR to compensate MICRO SYSTEMS for all damages suffered.

10. Dispute Resolution and Jurisdiction.

10.1 The competent judicial body to hear disputes relating to the existence, execution, interpretation, validity, breach or termination of these general conditions of purchase is exclusively the Italian one.

10.2 MICRO SYSTEMS and the CONTRACTOR agree that any dispute arising out of or in connection with these General Conditions of Purchase, including any dispute relating to the existence, performance, interpretation, validity, breach or termination thereof, shall be submitted to the exclusive jurisdiction of the Court of Modena (MO-Italy).

11. Applicable Law.

These general conditions of purchase are governed by and shall be interpreted exclusively by Italian law.

The application of the Vienna Convention, as well as that of any other international convention, is excluded, the regulation of these general conditions of purchase and all disputes relating to them being exclusively referred to the application of Italian law.

12. Express termination clause.

MICRO SYSTEMS shall have the right to terminate the Purchase Agreement and cancel all outstanding orders with immediate effect, pursuant to Art. 1456 of the Civil Code by simple written notice to be sent to the CONTRACTOR by registered letter with acknowledgment of receipt or by PEC, in addition to the cases provided for and allowed by the law and in case of breach and/or non-fulfilment by the CONTRACTOR of the present general purchase conditions, also in case the CONTRACTOR is put in liquidation, in state of insolvency, subjected to insolvency proceedings, subjected of assets to seizure or forced execution and in general any event that makes reasonably believe that the CONTRACTOR is unable to fulfil the obligations arising from the purchase contract.

13.Processing of personal data

Pursuant to Legislative Decree 196/03 and European Regulation 679/2016, to the extent that these regulations apply, MICRO SYSTEMS and the CONTRACTOR undertake – on the basis of a legitimate interest – to process the personal information of which they have the availability (including those of their respective employees, collaborators and consultants relating to their work activities, and therefore, by way of example: company contact details, company function, location) for the sole purpose of fulfilling contractual obligations and legal regulations, since such processing does not require the provision of consent.

Each party assumes, on its own behalf, the obligation to inform its employees of the processing necessary for the purpose of fulfilling the obligations undertaken by signing this contract.

The data shall be processed manually and by electronic means, without being disclosed or communicated to anyone, except to public authorities that request it by virtue of a reasoned measure and, for the purpose of exercising the right, including the right of defence, to experts, consultants, and lawyers.

Personal data will be kept for the duration provided for by the civil law limitation period of the Aquilian action pursuant to art. 2043 – 2051 of the Civil Code, after which they will be destroyed.

Data subjects shall be entitled to the rights set forth in Articles 12, 13 from 15 to 22 EC Reg. 679/2016, which they may exercise, also through a proxy, by writing to the data controller at the registered offices of the companies involved as resulting from the Register of Companies and/or public registers containing the contact details of the public administration.

Pursuant to Art. 13 EC Reg. 679/2016, the data subject is entitled to contact the competent national data protection authority in order to exercise his/her rights.

In order to ensure an effective possibility to exercise the rights of the data subject pursuant to Articles 12 para. II, 15 to 22 EC Reg. 679/2016, MICRO and the CONTRACTOR undertake to cooperate without delay in order to enable the data subject to exercise his or her rights under the aforementioned legislation.

14. Final Clauses.

14.1 The original text of these General Terms and Conditions of Purchase is drafted only in the Italian language and is the only authentic text binding between the parties.

14.2 Notwithstanding Clause 14.1 above, the original Italian text of these Terms and Conditions of Purchase may also be translated by MICRO SYSTEMS into other languages for the sole purpose of facilitating the dissemination of the provisions contained herein among its customers and without in any way affecting the exclusive validity between the parties of the Italian text.

14.3 These General Conditions of Purchase supersede and replace any previous General Conditions of Purchase on MICRO SYSTEMS’ website, or in business documents or in written or verbal correspondence between MICRO SYSTEMS and the CONTRACTOR.

14.4 If one or more of the clauses contained in these General Terms and Conditions or in the Purchase Order is annulled or is declared null and void or ineffective by law, the validity of the remaining clauses shall remain unaffected.

14.5 The failure to exercise any of the provisions, rights or faculties provided for herein shall not prevent or prejudice the right to subsequently enforce such provisions, rights or faculties, or any other provisions, rights or faculties granted by these general terms and conditions.

14.6 All information related to the other party, to the modalities of carrying out the activity, to the products and in general to any information known due to or on established relationship, has a reserved and confidential nature and consequently cannot be disclosed to third parties and cannot be used for purposes unrelated to the proper performance of the relationship itself.

14.7 All licence rights for the production, marketing, sale, and use of the products supplied to the CONTRACTOR, as well as of whatever in any way, in the performance of the supply relationship, may be discovered, invented and designed, is and shall be the exclusive property of MICRO SYSTEMS.