General supply terms and conditions

1- General information:

The purpose of this document is to define the conditions for implementing and managing a purchase order.
This document is to be considered an integral part of the offer, acceptance of the offer implies acceptance of this document unless otherwise agreed upon and explicitly states in the offer.

2- Order:

The purchase order consists of the order stating in full the items and conditions in the offer and/or explicitly referring to the offer number.
Any annexes describing the supply.
The order received shall be deemed accepted by Promech-MC s.r.l.s. in the absence of communication to the contrary
sent in writing within 10 days of receipt of the order.

3- Prices:

Prices quoted do not include VAT and refer to the delivery as described, to the exclusion of anything not mentioned and, unless otherwise agreed, are ex works (EXW).

4- Delivery terms:

The delivery times stated in the offer will be adhered to as far as possible but are to be understood as indicative and not binding.
Therefore, Promech-MC s.r.l.s. accepts no liability whatsoever for damages resulting from any delays and reserve the right to extend the delivery period or terminate the contract without any obligation to pay compensation in the following cases:

a) Causes of force majeure: strikes, boycotts, lockouts, fires, war, riots and revolutions, damage caused by natural disasters to our facilities or those of our suppliers, requisitions, embargoes, power cuts, delays in the delivery of components or raw materials, loss and/or destruction during transport.
b) Errors or delays on the part of the Customer in the transmission of information necessary for the execution of the order.
c) Non-fulfilment of payment conditions by the Customer.
d) Changes and/or additions to the order made after receipt thereof.
Delivery is deemed to have been made when it is made available to the Customer.

5- Transport:

Delivery of goods is always considered EXW unless otherwise agreed and stated in the order.
Transport shall be carried out at the expense and risk of the Customer. Any complaints relating to the conditions of the packaging, quantity, number or external characteristics of the products (apparent defects) must always be reported immediately upon receipt of the goods to the carrier,/driver, noted on the accompanying document (receipt with reservation) and countersigned by the latter. vettore/autista, segnalati sul documento accompagnatorio (ricevimento con riserva) e da questi controfirmati.
Complaints regarding non-conformities and/or defects not detectable at the time of delivery (hidden defects mus be notified in writing within 8 (eight) days from the date of receipt.
It is understood that any complaints or disputes shall not entitle the Customer to suspend or otherwise delay payments for the disputed goods or other deliveries.

6- Payments:

The terms of payment agreed between the parties shall be deemed essential, binding and peremptory.
In the event of delay in payment with respect to the agreed date, the Customer shall pay interest on arrears equal to the official discount rate in force plus three percentage points.
In the event of non-payment, Promech-MC s.r.l.s. reserves the right to suspend any further deliveries without prior notice, deeming the order in progress not yet delivered or partially delivered to be cancelled.
Any delay in payment that is not promptly motivated by specific objections of the Customer and accepted by Promech-MC s.r.l.s. shall in any case cause the warranty clauses in favour of the Customer to lapse, and Promech-MC s.r.l.s. shall be released from any and all obligations it may have to fulfil, and in particular from the obligations of completion, start-up, training and maintenance.

7- Warranty:

Warranty work can be carried out on drawings and designs already delivered provided the following requirements are met:

a) That any anomaly found is reported in writing, indicating the type of product and the relevant of order;
b) No modifications, interventions or tampering with original design by Promech-MC s.r.l.s. were made by third parties or by the Customer;
c) That the installation was correctly carried out;
d) That each operation was carried out within the limits of its competence and by qualified personnel;
e) Any malfunctions are repetitive and documented in writing;
f) That the Customer is up to date with payments.
The warranty does not include: services not falling under the above requirements, dismantling and reassembly of components, transport costs, travel expenses.
Warranty work on the product does not extend the normal warranty periods mentioned above.

8- Suspension or cancellation of the order:

The current order may be suspended or cancelled by the Customer upon written notification by certified or registered mail with return receipt with 10 days’ notice.
With the cancellation of the order, the obligations arising from the order itself, with the exception of secrecy and protection of intellectual property, shall be deemed cancelled.
At the time of cancellation, the Customer shall pay Promech-MC s.r.l.s. the costs incurred up to that time, plus any out-of-pocket costs resulting from the cancellation such as travel, mobilisation and demobilisation costs, etc. incurred by Promech-MC s.r.l.s. and/or its employees or subcontractors.
The method of payment will be as set out in the order.

9- Secrecy and intellectual property:

Drawings, documentation, data and information provided by the parties and necessary for the implementation of the order shall remain confidential and shall not be used for any purpose other than the implementation of the order.
Neither party may disclose the foregoing to any third party without obtaining written consent of the other party.
This obligation shall continue for a period of ten (10) years from the date of the order.
The technical documentation and drawings forming part of the supply shall become property of the Customer, which undertakes to maintain its obligations of secrecy and non-disclosure thereof, while the software and design features of the system to be supplied are and remain the property of the original manufacturers and Promech-MC s.r.l.s. to the extent of its competence.

10- Settlement of disputes:

Should any dispute arise between the parties in connection with the execution, interpretation or termination of the order, the parties undertake to attempt mediation pursuant to Legislative Decree Nr. 28 of 4 March 2010.
If this is not possible, the exclusive place of jurisdiction will be Bergamo (Italy).
The right of Promech-MC s.r.l.s. to take legal action to obtain payment of the invoices issued shall remain unaffected in all cases, if the customer has failed to send the supplier by registered mail with return receipt, and the latter has accepted, written and specific objections regarding the supply or that part of the supply covered by the outstanding invoices within the payment deadline stipulated in the offer.
If this is the case, the customer may not raise any objection or dispute, even in a court of law, before
he has fully paid the invoices and related charges, such as, without limitation, interest on arrears and the costs of any monitoring procedures.

This contract is governed by Italian law.