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 Terms and Conditions govern the sale of products manufactured and/or marketed 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 contracts for the sale of products by Micro Systems S.r.l. to third party buyers or customers shall be governed by these General Terms and Conditions which form an integral and substantial part of every proposal, order and order confirmation.
1.2 The buyer/customer may not invoke or refer to any conditions other than those contained herein and/or in the order confirmation. Therefore, any general terms and conditions of purchase sent by the buyer/customer and/or referred to in writing on the purchase order or indicated in the brochures or catalogues of the buyer/customer, or on its website, publications, drawings, invoices or any other document, will not be considered valid.
Any special conditions, derogations or amendments to these general terms and conditions must be specifically authorised in writing by Micro Systems S.r.l.
Therefore, any conflicting clauses included on the purchase order by the buyer/customer will not be considered valid.
1.3 These general terms and conditions are valid for an indeterminate period, and will in all cases be considered to have been made known to the buyer/customer through the signature and/or conclusion of the supply contract as described in article 2 below.
1.4 Any agreements, reports, declarations or statements made by the agents, employees or officers of Micro Systems S.r.l. made prior to, simultaneously or after the publication of the terms and conditions on the website will not be binding on Micro Systems S.r.l. unless confirmed by the latter in writing.
2. Order and supply of the Products
2.1 The buyer/customer must, when purchasing a certain quantity of product from Micro Systems S.r.l. send in writing (also by fax or email) a “Purchase Order” containing at least the following information:
– number and date of the order
– description of the product
– quantity required
– unit price
– delivery date
– place of delivery
– terms of payment
– shipping and packaging costs.
2.2 Micro Systems S.r.l., having received the purchase order from the buyer/customer, will send (also by fax or email) a “customer order confirmation” document, enclosing and/or referring to these General Terms and Conditions which govern the supply of the products of Micro Systems S.r.l. and the following information:
– buyer’s order number
– description of the product
– available quantity
– unit price
– design costs
– delivery date
– place of delivery
– terms of payment
– shipping and packaging costs.
– reference to these general terms and conditions of supply.
2.3 If the buyer/customer fails to inform Micro Systems S.r.l. in writing (also by fax or email) within 5 working days from receipt of the customer order confirmation, that he intends not to accept these General Terms and Conditions and therefore does not wish to pursue the order submitted, these conditions will be deemed accepted and the contract will be concluded and will be binding on both parties.
2.4 The buyer/customer may not, in any case, without the written authorisation of Micro Systems S.r.l. make any changes to confirmed orders.
3. Delivery of products
The terms of delivery are specified in the order confirmation.
Force majeure, fortuitous events and any other exceptional circumstances which may prejudice the regular fulfilment of the order, such as delays in deliveries by the suppliers of Micro Systems S.r.l., problems with transport or manufacture, trade union disputes, shortages of materials or energy, orders made by government authorities or import/export restrictions, will entitle Micro Systems S.r.l. to extend the delivery terms accordingly, or, if the fulfilment of the order has been compromised or rendered impossible, it may also withdraw from all or part of the contract without the right for the buyer/customer to claim any compensation.
Micro Systems S.r.l. may in any case decide not to fulfil the order, even if confirmed, if the buyer/customer is unable to meet his payments, even in relation to other supplies or towards other suppliers, or if his financial guarantees have diminished.
4. Warranties, flaws and defects
4.1 Micro Systems S.r.l. warrants that allthe products supplied have been manufactured in accordance with the agreed technical specifications approved in writing by Micro Systems S.r.l. and by the buyer/customer.
Micro Systems S.r.l. will only answer for any defects in products which were directly attributable to defects or malfunctioning caused by non-conformity with the agreed specifications approved in writing by Micro Systems S.r.l. and by the buyer/customer.
Micro Systems S.r.l. provides no warranties whatsoever with regard to the products’ compliance with the technical and safety standards in force in the country of the buyer/customer or in any other country in which the buyer/customer decides to sell the products, or their compliance with the standards of any other products on which the buyer/customer has installed the contractual products, unless such a warranty has been expressly agreed between the parties and duly included, in writing, in the technical specifications agreed and approved by Micro Systems S.r.l. and by the buyer/customer. In such a case, the buyer/customer will be responsible for providing Micro Systems S.r.l. with a list of the national and/or international standards applicable, and the technical and safety standards in force in the destination country.
4.2 The warranty period for each product sold by Micro Systems S.r.l. is 12 months, with effect from the date on which the products are delivered to the buyer/customer.
The warranty covers the repair of the product or its replacement, if, at the discretion of Micro Systems S.r.l. the product cannot be repaired or the repairs are not cost-effective.
The deadline for the notification to Micro Systems S.r.l. of the existence of any flaws or defects in the product is 8 days from delivery of the products (for obvious defects) and for hidden defects, from the date on which the buyer/customer discovered the defect or should have discovered it, and in any case never more than the 12 months following the delivery of the products.
Within 15 days from notification of the defect, the buyer/customer must send the defective product to Micro Systems S.r.l. together with a report containing details of the supply notes, the defects discovered, and all the other information required to identify the defect.
If testing does not reveal any such defects, or if the defects are not covered by warranty or cannot be attributed to Micro Systems S.r.l. the costs incurred in this regard will be quantified and charged to the buyer/customer.
4.3 Any legal or conventional warranty other than those provided for herein is hereby excluded.
The buyer/customer will have sole responsibility for any loss, defects and/or malfunctioning of the Products and any damage caused by a Product to a third party. The buyer/customer must also release Micro Systems S.r.l. from all liability.
Further, the warranty provided hereunder does not apply:
(a) to products which have been used incorrectly, or which have been modified, damaged, stored in an inappropriate environment or incorrectly maintained by the buyer and/or his customers, or whose malfunctioning is due to products or services not supplied by Micro Systems S.r.l.;
(b) products which have been delivered to the buyer/customer in a dismantled state, or which were not assembled by Micro Systems S.r.l. or under the control of its specialised personnel.
(c) products which have been subjected to repairs not previously authorised in writing by Micro Systems S.r.l.;
(d) any defect occurring for reasons attributable to the buyer/customer or to a third party, or caused by errors or omissions or design characteristics or any other shortcomings in the technical documentation of the buyer/customer provided to Micro Systems S.r.l.
4.4 Within 60 days from the date of a request by a customer or buyer, Micro Systems S.r.l. will provide aftersales assistance at its Novi di Modena branch, in order to repair (where possible) faults in the PRODUCTS caused by incorrect use or use which does not conform to the Technical Project Specifications, or for any defects discovered after the WARRANTY PERIOD defined in the foregoing paragraph 4.2, or for defects for which Micro Systems S.r.l. is not responsible, as defined in paragraph 4.3 above. In such cases the buyer or customer will be obligated to pay Micro Systems S.r.l. a contribution to the repair of the product, to be quantified by the SUPPLIER when the works have been completed or, at the customer’s request, when the mandate is accepted..
5. Limitation of liability and maximum compensation
5.1 By way of express derogation of any other provisions herein, and any other provisions of laws, customs or practices, the total compensation payable by Micro Systems S.r.l. for any reason may never exceed the total net amount of each invoice and/or each repeat order which incorporates the product that caused the damage.
The buyer/customeraccepts the limitation of liability and maximum compensation payable by Micro Systems S.r.l.as provided for herein, and definitively and irrevocably waives any claim, right or action with a value higher than the maximum amount provided for herein. The buyer/customer also undertakes to release Micro Systems S.r.l. from the responsibility of any sum higher than the maximum compensation limit provided for herein, which it may be asked to pay by any party for any reason.
5.2 The buyer/customer may under no circumstances offset any amount of compensation against the amounts due to Micro Systems S.r.l. without the written authorisation of the latter.
6. Test procedures
The buyer/customer is responsible for checking that the products conform to the agreement and to the technical specifications, at the time of delivery. The buyer/customer is solely liable for arranging for all the accreditation tests, all checks that the products correspond to technical specifications, national and/or international standards applicable in the destination country, to the technical and safety standards in force in the sector of application, any other certifications and anything else which may be necessary. All the costs of such activities shall be borne by the buyer/customer, and no penalty may be charged to Micro Systems S.r.l. if defects are discovered during that period.
The buyer/customer confirms that it will release Micro Systems S.r.l. from any liability concerning the product’s non-compliance with the national and/or international standards applicable in the destination countries or with the technical and safety standards in force in the sector of application.
7. Price and terms of payment
The prices and terms of payment are stipulated in the “customer order confirmation” sent to the buyer/customer by Micro Systems S.r.l.
Unless stated otherwise in writing in the customer order confirmation, the prices indicated by Micro Systems S.r.l. are deemed to be free at the warehouse of Micro Systems S.r.l. net of taxes, transport costs, Customs charges and other taxes.
Upon delivery of the products, Micro Systems S.r.l., will issue the buyer/customer with an invoice containing:
- a list of the supplied products;
- the identification number of the purchase order sent by the buyer/customer;
- The place to which the products were delivered, and the related transport notes.
The buyer/customer will pay for the product at the prices, with the payment methods and on the dates agreed, as specified in the order confirmation sent by Micro Systems S.r.l.
8. Resolution of disputes
8.1 The courts of Italy shall have sole jurisdiction on any dispute relating to the existence, execution, interpretation, validity, breach or termination of these general terms and conditions of supply.
8.2 Any dispute deriving from or connected to these general terms and conditions, including any dispute relating to the existence, execution, interpretation, validity, breach or termination will be first submitted for a conciliation attempt to be conducted by a mediation body in accordance with the provisions of legislative decree no. 28 of 4 March 2010 and of Ministerial Decree no.180/2010 as amended.
If the dispute is not settled within 90 days from the date of the mediation application or in any other period agreed in writing between the parties, the Court of Modena shall have sole jurisdiction in respect of any dispute relating to or otherwise connected to these general terms and conditions.
9. Governing law
These general terms and conditions are governed by and must only be interpreted in accordance with the laws of Italy.
10. Data protection
Pursuant to legislative decree no. 196/2003, Micro Systems S.r.l. and the buyer/customer confirm that they have been informed and agree to the use of their personal information in connection with the supply agreements governed by these General Terms and Conditions, and that such information may be kept in the archives of customers or suppliers for the purposes of compliance with statutory and fiscal obligations and for operational, statistical, commercial and marketing purposes.
11. Final provisions
11.1 The original text of these general terms and conditions of supply has been drafted in Italian, which is the only version binding on the Parties.
11.2 Subject to the contents of the foregoing subparagraph 11.1, the original Italian version of these general terms and conditions may also be translated by Micro Systems S.r.l. into other foreign languages for the sole purpose of facilitating the exchange of information among its customers with regard to the contractual provisions, and will under no circumstances affect the validity of the Italian version of the conditions.
11.3 These general terms and conditions cancel and replace any other terms and conditions, whether written or oral, which may have been made between Micro Systems S.r.l. and the buyer/customer.
11.4 If any of the provisions in these general terms and conditions or order confirmations is cancelled or declared null or unenforceable, the validity of the remaining clauses shall not be affected.
11.5 The failure to exercise any right or entitlement granted under these terms and conditions shall not prevent or prejudice the right to enforce such provisions at a later date, nor the right to enforce any other provision, right or entitlement granted hereunder.
11.6 All the information relating to the other party, the execution of the activities, the products or any other information which may be made known in relation to the contractual relationship shall be considered confidential and therefore may not be disclosed to any third party nor be used for any purposes other than the correct execution of the contract.
17.7 All the licence rights relating to the production, marketing, sale and use of the products supplied to the buyer/customer, or to anything which may be discovered, invented or designed in relation to the contract, are and shall remain the exclusive property of Micro Systems S.r.l.