General terms and conditions of supply
GENERAL TERMS AND CONDITIONS OF SUPPLY – MICRO SYSTEMS S.R.L.
1. Nature, validity and effect of these General Terms and Conditions
1.1 These general conditions of supply govern the terms and conditions of sales of products manufactured and/or marketed by Micro Systems S.r.l., VAT number 01306460369, with registered and operational office in – 41016 – Novi di Modena (MO), via Bologna, n. 25/27 (hereinafter MICRO). All contracts for the sale of products by Micro Systems S.r.l. to third parties (buyers-customers) are governed by these general conditions, which form an integral and essential part of every proposal, order, and order confirmation of purchase of the products themselves.
1.2 The buyer-customer cannot invoke or object to conditions different from those contained in these general conditions and/or the order confirmation. Therefore, any conditions specified in writing on the purchase order by the buyer-customer, or otherwise indicated in its brochures, catalogs, websites, publications, drawings, or invoices or anything else, are not valid. Any particular conditions and/or exceptions or modifications to these general conditions of supply must be specifically authorized in writing by Micro Systems S.r.l. Consequently, any clause added by the buyer-customer to the purchase order that conflicts with the terms or references in these general conditions is considered invalid.
1.3 These general conditions are valid for an indefinite period and are in any case deemed to be known by the buyer-customer by virtue of the signing and/or conclusion of the supply contract as specified in art. 2 below. 1.4 Any agreements, verbal statements, or commitments by agents, employees, and officials of Micro Systems S.r.l. made before, during, or after the publication on the website of these conditions will not be binding for Micro Systems S.r.l. unless confirmed in writing by the latter.
2. Order and supply of the Products
2.1 When the buyer-customer intends to purchase a specific quantity of a specific product from MICRO SYSTEMS, they must send the latter in writing, including via e-mail, a document called “Purchase Order,” containing at least the following specifications:
– order number and date
– product description
– requested quantity
– unit price of the product
– delivery date
– delivery location
– packaging of the products
– payment conditions
– shipping and packaging costs.
2.2 Upon receipt of the “Purchase Order” from the buyer-customer, MICRO SYSTEMS sends the latter in writing, including via e-mail, a document called “Customer Order Confirmation” in which these general conditions governing the supply of MICRO SYSTEMS products are attached and/or referenced, as well as the following specifications:
– Buyer’s order number
– product description
– available quantity
– unit price of the product
– delivery date
– delivery location
– packaging of the products
– payment conditions
– shipping and packaging costs
– reference to this general supply contract for regulation of relations
2.3 If within 5 working days of receiving the “Customer Order Confirmation” document, the buyer-customer does not notify MICRO SYSTEMS in writing, including via email, of their intention not to accept these general supply conditions and therefore not to proceed with the supply order sent, these conditions will be automatically considered accepted, and the contract will be concluded and binding for both parties under the terms contained in the “Customer Order Confirmation” sent by MICRO SYSTEMS.
2.4 The buyer-customer cannot make changes and/or additions to the confirmed order without written authorization from MICRO SYSTEMS.
3. Delivery of Products.
The delivery of products to the buyer-customer is considered completed with the shipment of the products by MICRO SYSTEMS to the buyer-customer. The shipping date of the products marks the delivery date of the products to the buyer-customer.
The date and methods of shipping the products are specified in the “Customer Order Confirmation” document sent by MICRO SYSTEMS.
In no case can the delivery date of the products be considered binding and essential for the correct execution of the order, and the buyer-customer waives any claims for damages and/or requests for contract termination in the event of failure to meet the product delivery deadline.
In any case, force majeure, unforeseeable circumstances, and all exceptional events that may adversely affect the regular execution of the order, such as, by way of example and not exhaustively, difficulties in sourcing components, raw materials, products, delivery delays by MICRO SYSTEMS suppliers, transportation issues, and manufacturing delays, labor disputes, lack of materials and energy, state authority measures, epidemics, pandemics, as well as import and export restrictions, will allow MICRO SYSTEMS to extend the delivery terms appropriately or, if order fulfillment is compromised or rendered impossible, to partially or fully withdraw from the contract, without the buyer-customer having any right to compensation.
It is in any case within the discretion of MICRO SYSTEMS not to fulfill the order, even if confirmed, should the buyer-customer become insolvent regarding other supplies or other suppliers, or if their financial guarantees diminish.
4. Warranties, Defects, and Non-conformities of Products.
4.1 MICRO SYSTEMS guarantees that all supplied products have been manufactured in accordance with the technical specifications agreed upon and approved in writing by MICRO SYSTEMS and the buyer-customer.
MICRO SYSTEMS is responsible only and exclusively for defects in the products that are directly attributable to defects and/or malfunctions due to non-compliance with the technical specifications agreed upon and approved in writing by MICRO SYSTEMS and the buyer-customer.
MICRO SYSTEMS does not provide any warranty regarding the compliance of the products with the technical and safety standards in force in the buyer-customer’s country or any other country where the buyer-customer decides to sell the products or those different products on which the buyer-customer has installed them unless such a warranty has been explicitly agreed upon between the parties and duly included in the technical specifications agreed upon and approved in writing by MICRO SYSTEMS and the buyer-customer. In such a case, it will be the buyer-customer’s responsibility to provide MICRO SYSTEMS with the list of applicable national and/or international regulations and the technical and safety standards in force in the delivery countries.
4.2 Upon receiving the goods, the buyer-customer is required to verify the product’s compliance with the order conditions through their personnel, at their own expense, and under their exclusive responsibility.
Any complaint or reservation relating to packaging defects, weight discrepancies, or quantity differences compared to the delivery note accompanying the products must be made immediately and in any case within 8 days of delivery of the goods.
4.3 The warranty period for each product sold by MICRO SYSTEMS is twelve months from the delivery date of the products to the buyer-customer.
The warranty entitles the buyer to repair the product or its replacement if, at MICRO SYSTEMS’s discretion, the latter deems repair of the product impossible or not cost-effective.
The term for notifying MICRO SYSTEMS of the existence of a defect or fault in the products is set at 8 days from, for evident defects, the delivery of the products and, for hidden defects, the day the buyer-customer became aware of them or should have and, in any case, no later than the warranty period of twelve months from the delivery of the products.
The buyer-customer must send the defective product to MICRO SYSTEMS’s headquarters within 7 days of defect notification, accompanied by a report listing the supply document details, any detected defects, and all elements useful for identifying the defect.
If the control and/or field intervention to replace and/or repair the defective product do not reveal the reported defects or if they are not covered by the warranty or are not attributable to MICRO SYSTEMS, the latter will quantify and charge the buyer-customer the expenses incurred for the intervention to repair and/or replace the defective products.
4.4 Any warranty, legal or conventional, other than that provided in these general supply conditions is excluded.
For the rest, the buyer-customer will be responsible for any damage, defect, and/or malfunction of the Product as well as any damage caused by these to third parties, and must also indemnify MICRO SYSTEMS from any liability.
Moreover, MICRO SYSTEMS cannot be held responsible for product defects, and the warranty provided in these general conditions will not apply when these are attributable to:
(a) Products that have been used incorrectly, modified, damaged, stored in an unsuitable environment, or subjected to improper maintenance by the buyer-customer and/or its customers or whose malfunction is due to assembly and/or products or services not supplied by MICRO SYSTEMS;
(b) Products used by the buyer-customer for uses not specifically indicated in the technical and functional specifications contained in the rules governing individual products indicated by MICRO SYSTEMS in the customer order confirmation;
(c) Products that have been subjected to repairs by the buyer-customer not previously authorized in writing by MICRO SYSTEMS;
(d) Any defect occurring for reasons attributable to the buyer-customer or a third party or caused by errors or omissions or technical or design features requested by the buyer-customer in the documentation provided to MICRO SYSTEMS;
(e) Materials supplied by the buyer-customer or third parties indicated by them;
(f) Design or drawing errors when these activities are carried out by the buyer-customer or third parties indicated by them;
(g) Use of equipment indicated or provided by the buyer-customer or third parties indicated by them;
(h) Treatment or manipulations carried out without the consent of MICRO SYSTEMS;
(i) Production errors when the process has been indicated and validated by the buyer-customer;
(l) Improper, unauthorized, abnormal, atypical, or particular use of the product;
(m) Storage, transport, conservation, or handling defects of the product;
(n) Normal wear or deterioration of the product attributable to events caused by the buyer-customer or third parties;
(o) Non-compliance with MICRO recommendations, indications, or suggestions regarding the maintenance, conservation, or use of the product itself.
5. Test Procedures.
It is the exclusive responsibility of the buyer-client to verify, before their use, that the MICRO Products purchased are in compliance with the technical specifications and suitable for the use and sector to which they are intended.
The buyer-client is required to read and analyze, with their own experts, the technical specifications of the Products and the legal regulations specified therein.
It is the exclusive responsibility of the buyer-client to carry out all the homologation tests of the Products as well as all the tests and checks, including lifetime tests, all checks on the compliance of the products with the technical specifications, national and/or international regulations applicable in the countries where the goods are delivered, and the technical and safety standards in force in the sector where they will be used, as well as all certifications and anything else necessary.
All costs of the aforementioned activities are borne by the buyer-client, and no responsibility can be attributed to MICROSYSTEMS if any defects are found at this stage.
The buyer-client is required and undertakes to indemnify MICROSYSTEMS from any responsibility regarding the non-compliance of the Products with the national and/or international regulations applicable in the countries where the goods are delivered, the technical and safety standards in force in the sector of use, as well as the intended use of the Products.
6. Limitation of Liability and Maximum Compensation – Indemnity Agreement.
6.1 By express derogation from what is otherwise provided in these general supply conditions or otherwise provided by laws, customs, or anything else provided anywhere, the maximum amount of compensation owed by MICRO for damages caused to the buyer-client by the design and/or supply of defective and/or non-compliant products, as well as for damages for any reason or title arising from the obligations incumbent on MICRO for each individual design and/or supply relationship of the products established with the buyer-client (exemplary and not exhaustive: special, direct, and indirect damages, foreseeable, incidental, occasional, or punitive, including third-party damages such as loss of profits or revenues, capital costs including third-party costs, commercial and economic costs, as well as legal expenses, charges and/or penalties, third-party compensations for intellectual property rights violations, discrepancies in the quantity and/or quality of the Products, non-delivery and/or delayed delivery, defects both widespread before, during and after assembly either at the buyer-client’s facility or in the field, epidemic defects of the Products, line stops, assembly, disassembly, transportation costs, materials, third-party claims for personal injuries, illnesses, death claims based on damages suffered from product defects, and any other compensation for any reason requested and in any case attributable to the design and/or supply relationship of the Products established between the Parties) shall never exceed the net total amount of the turnover of the individual order and/or the individual scheduled call-off order in which the product that caused the damage is included.
6.2 The buyer-client accepts the limitation of liability and maximum compensation provided in point 6.1 of these general supply conditions in favor of MICRO and declares to definitively and irrevocably waive any claim, right, and action against MICRO for amounts exceeding the maximum limit provided therein. The buyer-client undertakes and obliges to indemnify, hold harmless, and/or exonerate MICRO for amounts exceeding the compensation limit referred to in point 6.1 of these general supply conditions, which it will be required to compensate for design and/or supply damages of the Products by and/or to anyone (clients of the buyer-client, third parties, etc.). The maximum amount guaranteed in this indemnity agreement by the buyer-client in favor of MICRO shall in no case exceed the limit of 50 (fifty) million euros.
7. Intellectual and Industrial Property.
It is the exclusive task and responsibility of the buyer-client to verify that the Product they intend to commission MICRO SYSTEMS for design and production is not covered by patents and/or other intellectual and/or industrial property rights of third parties. The buyer-client must carry out this verification at their own expense before ordering the design and/or production of the Product.
MICRO SYSTEMS cannot be held responsible in any case for the violation of third-party intellectual and/or industrial property rights on products sold to the buyer-client, who will be responsible for such violations, committing to indemnify and hold harmless MICRO SYSTEMS from any compensation claims made by third parties regarding the violation of third-party intellectual and/or industrial property rights.
8. Price and Payment Terms.
The prices and payment terms of the products are specified in the “Customer Order Confirmation” document sent by MICRO SYSTEMS to the buyer-client and are determined based on minimum production lots and annual volumes.
The prices indicated in the “customer order confirmation” may be subject to changes due to the increase in component and/or raw material prices, production costs, energy, transportation costs, as well as in case of quantities below the agreed minimum lots and/or volumes, and in case of requests for software/hardware modifications/implementations. In such cases, MICRO SYSTEMS will update the product prices based on the percentage change in the aforementioned costs and communicate the updated price to the buyer-client, who will be required to pay it without any right to withdraw from the contract.
The prices indicated by MICRO SYSTEMS are understood to be, unless otherwise specified in writing in the “Customer Order Confirmation” document, ex-warehouse MICRO SYSTEMS net of taxes, transportation costs, customs duties, and other fiscal charges.
Upon delivery of the products, MICRO SYSTEMS will issue and deliver to the buyer-client the related invoice containing:
- The list of products supplied;
- The purchase order identification number sent by the buyer-client and that of the corresponding customer order confirmation sent by MICRO SYSTEMS, as well as any references to price modification communications made in the meantime;
- The related transportation documents.
The buyer-client will proceed to pay for the products at the price, in the manner, and within the times specified in the “Customer Order Confirmation” document or in any subsequent communications sent by MICRO SYSTEMS modifying the sale price due to increases in prices, production costs, and raw materials of the products.
Any extra costs for the purchase of components in case of market scarcity or extra shipping costs for accelerating product deliveries are entirely borne by the buyer-client.
9. Prohibition on Personnel Poaching.
The buyer-client undertakes and obliges unequivocally towards MICRO SYSTEMS, both during and for a period of 5 (five) years following the closure of the commercial relationships between the Parties, to refrain from directly or indirectly proposing any work opportunities to employees and/or collaborators and/or consultants, including external ones (whether in individual or corporate form) of MICRO SYSTEMS, even if not directly involved in the execution of this contract.
Violation of the above prohibition will result in the obligation for the buyer-client to compensate MICRO SYSTEMS for all damages suffered.
10. Express Termination Clause.
MICRO SYSTEMS has the right to terminate the supply contract and cancel all existing orders with immediate effect, pursuant to Article 1456 of the Italian Civil Code, by simple written communication to be sent to the buyer-client by registered mail with return receipt or by certified email, as well as in cases provided for and permitted by law and in case of violation and/or non-compliance by the buyer-client with these general supply conditions, including in the event that the buyer-client is liquidated, insolvent, subject to bankruptcy proceedings, or its assets are seized or subjected to enforcement proceedings, and in general, any event that reasonably suggests that the buyer-client is unable to fulfill the obligations arising from the supply contract.
11. “No-Russia” Clause
11.1 The buyer-client undertakes and obliges not to sell, export, or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation, goods supplied by MICRO falling within the scope of Article 12 octies of Council Regulation (EU) No. 833/2014.
11.2 The buyer-client undertakes to make every effort to ensure that the purpose of paragraph 11.1 above is not thwarted by third parties further down the commercial chain, including potential resellers.
11.3 For this purpose, the buyer-client will establish and maintain an adequate monitoring mechanism to detect conduct by third parties further down the commercial chain, including potential resellers, that would thwart the purpose of paragraph 11.1 above.
11.4 Any violation of paragraphs 11.1, 11.2, and 11.3 above constitutes a serious and substantial breach of an essential element of the supply agreements with MICRO, which will entitle the latter to immediately terminate the supply agreements and claim compensation for all damages suffered, in addition to the right to activate the most appropriate remedies without any limitation.
11.5 The buyer-client undertakes to inform MICRO immediately of any problems in applying paragraphs 11.1, 11.2, and 11.3 above, including any activities by third parties that could thwart the purpose of paragraph 11.1.
11.6 The buyer-client must provide MICRO with information relating to compliance with the obligations under paragraphs 11.1, 11.2, and 11.3 above within two weeks of a simple request for such information.
12. Dispute Resolution and Jurisdiction.
12.1 The competent judicial authority to hear disputes related to the existence, execution, interpretation, validity, non-performance, or termination of these general supply conditions is exclusively Italian.
12.2 MICRO and the buyer-client establish that any dispute arising from or connected to these general supply conditions, including any dispute related to their existence, execution, interpretation, validity, non-performance, or termination, shall be subject to the exclusive jurisdiction of the Court of Modena (MO-Italy).
13. Applicable Law.
These general supply conditions are governed and must be interpreted exclusively by Italian law.
The application of the Vienna Convention, as well as that of any other international convention, is excluded, as the regulation of these general supply conditions and all related disputes are exclusively subject to the application of Italian law.
14. 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 buyer-client commit – based on legitimate interest – to process the personal information they have access to (including those of their respective employees, collaborators, and consultants related to work activities, such as: company contacts, company function, belonging office) solely for the purposes of fulfilling contractual obligations and legal requirements, considering that these processes do not require consent.
Each party assumes the obligation to inform their employees about the processing necessary for fulfilling the obligations undertaken by signing this contract.
The data will be processed manually and electronically, without being disseminated or communicated to anyone, except for public authorities that request it under a justified order and, for the purpose of exercising the right, including defense, to experts, consultants, and lawyers.
Personal data will be kept for the duration specified by the civil statute of limitations for tort actions under Articles 2043 – 2051 of the Civil Code, after which they will be destroyed.
Interested parties have the rights provided for in Articles 12, 13 from 15 to 22 of Reg. CE 679/2016, which they can exercise, also through a delegate, by writing to the data controller at the legal offices of the involved companies as listed in the Companies Register and/or public registers containing the contacts of the public administration.
Pursuant to Article 13 of Reg. CE 679/2016, the interested party has the right to contact the competent national data protection authority to exercise their rights.
To ensure an effective possibility of exercising the rights of the interested party pursuant to Articles 12 paragraph II, from 15 to 22 Reg. CE 679/2016, MICRO SYSTEMS and the buyer-client commit to cooperate without delay to allow interested parties to exercise the rights provided by the mentioned regulation.
15. Final Clauses
15.1 The original text of these general supply conditions is drafted only in Italian and is the only binding and authoritative version between the parties.
15.2 Notwithstanding the provisions of point 15.1 above, the original Italian text of these general conditions may also be translated by MICRO SYSTEMS into other foreign languages solely to facilitate the dissemination of the provisions among its clients, without in any way diminishing the exclusive validity between the parties of the text drafted in Italian.
15.3 These general conditions repeal and replace any previous general supply conditions present on the MICRO SYSTEMS portal, in company documents, or in written or verbal correspondence between MICRO SYSTEMS and the buyer-client.
15.4 If one or more clauses contained in these general conditions or in the order confirmations are annulled or declared null or ineffective by law, the validity of the remaining clauses remains unaffected.
15.5 The failure to exercise any provision, right, or faculty provided herein does not prevent nor prejudice the right to subsequently enforce such provisions, rights, or faculties, or any other provision, right, or faculty granted by these general conditions.
15.6 All information related to the other party, the methods of carrying out the activity, the products, and in general any information known due to or in connection with the established relationship, is confidential and consequently cannot be disclosed to third parties and cannot be used for purposes unrelated to the proper conduct of the relationship itself.
15.7 All licensing rights for the production, marketing, sale, and use of products supplied to the buyer-client, as well as anything discovered, invented, and designed in any way in execution of the supply relationship, are and will be the exclusive property of MICRO SYSTEMS
