The following general supply conditions are valid and applicable to all Supplier business practices regarding all products manufactured, assembled or sold by the Supplier. These general conditions form the legal basis for all contracts signed by the Supplier, unless expressly waived in writing for specific orders or agreements. These conditions will prevail over any Customer purchase conditions and are an essential part of the supply contract drawn up by the Supplier for its Customer. The following general supply conditions therefore concern all contracts and all executed orders, even when not expressly confirmed by the Customer, including "open orders" or "scheduled" orders. These general supply conditions, however, are considered to be automatically accepted by the Customer the first time the Supplier's product is made available to the Customer.
2) Contract application
The following will be an integral part of the contract signed by the Supplier:
a) these general supply conditions are considered to be applicable, without the express written approval of the Customer.
b) the special conditions which are specifically indicated and accepted by the Supplier and the Customer.
c) the Supplier documentation for the completion of these general supply conditions.
d) any type of technical document, feasibility study, report, sent by the Supplier to the Customer.
e) the consignment note.
f) the invoice.
Advertising documents, sales brochures, samples, catalogues, price lists and anything else used or sent by the Supplier prior to or during the execution of the supply will not be considered essential elements of the contract.
3) Orders and contract confirmation
The term order refers to all documents containing identification elements concerning the goods to be supplied, hence quantities, type of product and prices. The order shall be converted into a confirmed contract either by the explicit acceptance in writing by the Customer (via fax, e-mail, etc.), or upon delivery of the first supplies and acceptance by the Customer. The term "execution of the supply" refers to the Product material made available to the Customer, as described in the following paragraph 7.2.
3.1) Closed order
The term "closed order" shall mean contracts in which the product quantity, price, terms and delivery times are expressly indicated.
3.2) Open or scheduled order
The term "open order" refers to contracts which, having determined the type of Product and its relative unit price, in general, indicate the estimated quantities of the product that will be consumed by the Customer during the period of time expressly indicated and agreed upon between the Supplier and the Customer (week/month/year), whereby, however, quantities and delivery times are not deemed as binding for the Customer. The term “scheduled order" refers to contracts which, having determined the type of Product and relative unit price, indicate a minimum and a maximum quantity of product to be delivered according to a fixed schedule. Each "open" or "scheduled" order must be converted into a closed order within the agreed timelines and accepted by the Supplier; the same shall provide the Customer information on Product quantities and delivery timelines. The Supplier’s responsibility, pursuant to open or scheduled orders, is limited in terms of time, to the maximum duration for each delivery, and in terms of quantity, to the average volumes requested by the Customer. The Supplier is not obliged to guarantee the delivery of additional Product quantities or accept delivery terms that are impossible to meet. The Customer may request to change the contents of open or scheduled orders. The Supplier, while not being obliged to fulfil it, shall endeavour to fulfil the Customer's request by using all of its production capacity (means, human resources, raw materials, etc.), for assembly and transport. The Supplier, without prejudice to its responsibilities as set out above, shall try to make its Product supply, production and delivery structures as flexible as possible. Should the Supplier receive a request for changes to be brought to an open or scheduled order, it is entitled to inform the Customer on possible Product price differences; such changes shall be applicable in case of explicit acceptance by the Customer or will be considered "effective" upon the first Product delivery following the acceptance by the Supplier of the request for order modification.
3.3) Changes to the orders
Any amendments to the Contract proposed by the Customer must be expressly accepted by the Supplier. In the absence of express acceptance by the Supplier, all previously endorsed contractual conditions will remain in force provided, however, that these general supply conditions are applicable.
3.4.) Cancellation of a closed order or a drop below the open or scheduled order minimum quantities
Under no circumstances, except for acts of God, is the Customer entitled to cancel a closed order or to reduce the quantities of an open or scheduled order below the foreseen minimum amounts. If the Customer intends on proceeding in this manner, it should advise the Supplier via written notification of its request. Within 10 days following written notification, the Supplier may either accept or reject the request, or quantify the relative cost of acceptance to the Customer. The cancellation of or the reduction in the open or scheduled order quantities, depending on the contract, shall be considered binding, or in case of express acceptance by the Supplier, or only when the Customer has paid the price for said quantities to the Supplier. Failing this, the Customer will be obliged to collect and pay for the product in compliance with contract terms or according to the minimum quantities established or agreed upon in the open or scheduled order. Depending on contract terms and conditions, when determining the cost for cancellations or quantity reductions below the established minimum quantities in an open or scheduled order, the Supplier is entitled to include all incurred and foreseeable costs concerning procurement of otherwise non-usable raw materials or stocks, special and standard equipment, feasibility and design & planning costs within the limits of the non-depreciated portion, and in any case, all the costs and any direct or indirect expenditure of economic significance for the Supplier. The Supplier may permanently withhold, and take into account any greater amount due, any sums received by the Customer paid for any reason (even for sharing of equipment and/or moulds). The Supplier shall however make the best effort to limit, as much as possible, the cost charged to the Customer for situations concerning this paragraph's topic.
3.5) Changes to the contract - Effects on stock - Efficiency obligation
The Supplier will endeavour to maintain sufficient stock to promptly meet the Customer's needs according to the open or scheduled orders, and the Supplier endeavours, in case of long-term supplies, to implement the amount of its stock in order to satisfy even slightly increased quantities of the requested product.
4) Preliminary work and/or accessories related to the order
4.1) Drawings and Specifications
All documents, drawings, estimates, technical reports, evaluations, offers, analyses, and all processed data or calculations, by any title, exchanged between the Customer and Supplier before or during the execution of the order, shall be considered as exchanged for their specific and designated purpose only; such exchange of information does not infer any transfer of ownership, property or right of use specific to each title. The receiving partly cannot therefore use that which has been received for other purposes. The Customer and the Supplier will mutually maintain all property rights, including intellectual property rights, on the exchanged documentation. The Customer and the Supplier are bound by strict confidentiality and secrecy, as stipulated in paragraph 6, concerning the existence and content of the documents to be exchanged. In case the material to be exchanged is used differently from the permitted or intended use, there is the right to compensation for damages.
4.2) Return of samples
All samples, prototypes, pre-production or semi-finished products or in any case manufactured products sent by the Supplier to the Customer are and shall remain the property of the Supplier, and the Customer may use them only for the purposes specified in the contract with the Supplier. The Customer will be responsible for the safekeeping of any items received and agrees to return all material received at the time of contract termination or within 15 days after the Supplier expressly requests it. The Customer must use any items received with the strictest secrecy and confidentiality, and will in no way dispose of them, even for directly or indirectly carrying out tests on items received by the Supplier, without the prior written consent of the latter. In case this clause is violated, the Supplier may suspend the supply and request compensation for damages.
4.3) Equipment maintenance
Equipment, moulds, etc., also being subject to wear, and necessary for the realization of the Product destined to the Customer are intended to be, unless otherwise agreed in writing, the exclusive property of Supplier. The production tools will be designed by the Supplier or by a company hired by the same Supplier, and will take the working methods and equipment into account, which are normally used by the Supplier. The Supplier may charge the Customer costs incurred for the design and construction of equipment used in production or for the optimization of the manufacturing process, to enable the Supplier to achieve production efficiencies which assist in maintaining the price levels of the manufactured products competitive. The Supplier may also ask the Customer to jointly share the costs as provided above. Also in this case, the equipment, moulds, and everything else needed for production, will remain the exclusive property of the Supplier without any potential partnership ensuring the Customer the rights of use or even the intellectual property rights or of Know-How. The Supplier, unless otherwise acknowledged in writing, may freely use the equipment, moulds, and in general, any work instrument, even for production other than that intended for the Customer.
5) Ordered Product Characteristics and Condition
5.1) Product purpose
The Supplier endeavours to manufacture the Product in compliance with the technical specifications agreed with the Customer. The Product shall also comply with all safety, health and environmental regulations in force. The Customer shall be solely liable for use of the Product, which should be done with the methods and purposes which are known to the Supplier. The Supplier shall not be liable for any improper or incorrect use of the Product, or any purpose other than that agreed upon. Upon receiving the Product, the Customer expressly guarantees that such Product meets its needs and is suitable for the use and the purposes which were communicated to the Supplier. Any need to use or purpose of the Product which is different from the intended one shall be notified to the Supplier with an advance of 60 days. The Supplier may refuse further deliveries or indicate the difference in the cost of the Product in relation to activities which are necessary for implementing any changes to the Product itself or to the manufacturing process. The Product cannot be kept where potentially explosive materials or pollutants are stored, unless this has been previously agreed upon with the Supplier or made known to them.
5.2) Product Packaging
The Supplier shall deliver the Product correctly packed in compliance with the safety and hygiene regulations in force. The Customer expressly declares to be informed on the type of standard packaging normally used by the Supplier and to consider it suitable for its own transport, deposit and storage requirements. The Customer is the sole party responsible for ensuring correct deposit and storage conditions for the Product; these activities must be able to guarantee correct preservation of the technical and functional characteristics of the supplied Product. The Supplier shall not be liable for situations arising from the use of different packaging or containers from those used by the Supplier, or from poor deposit or storage management. The Customer will be responsible for full and proper observance of the regulations in force concerning the destruction and disposal of "disposable" packaging, if used by the Supplier. The Supplier and the Customer may agree to use "recyclable" packaging to contain the Product supplied. Even in this case the Customer will be solely responsible for the proper use and maintenance of the packaging itself.
5.3) Transmission of Product information
The Customer agrees to inform any of its clients of technical-functional characteristics of the Product.
6) Intellectual property rights and confidentiality clause.
6.1) Intellectual property rights regarding technical knowledge.
The Supplier is the sole owner of the rights related to all data, news, designs, characteristics, processes, chemical compositions, and functional characteristics for each and every aspect of the Product. The ownership of these rights will remain even after the delivery of the Product. The execution of the supply contract does not constitute, in any case, the assignment of industrial property rights or the rights of use regarding Product Know-how. The Supplier, as the owner of the rights mentioned above, reserves the right to use for its own purposes, the results of tests, experiments or trials performed on the Product, even after delivery.
6.2) Confidentiality Clauses
Throughout the duration of the supply contract term, and for 5 years following the termination of the same, the Supplier and the Customer are obliged to ensure scrupulous compliance with all confidentiality and secrecy conditions pursuant to all information (documents, data, characteristics, elements, technical and financial information, designs, diagrams, reports, layouts, minutes to meetings, etc.) they may have jointly become aware of during the preparation or execution phases of the contract. The Supplier and the Customer undertake to keep all materials which have been mutually exchanged or received, using the same care and with respect for the utmost secrecy, as if what had been received or exchanged was their exclusive property. The Supplier and the Customer will allow only the people involved in the execution of the supply, access to data, documents and all the material received. The Customer and the Supplier expressly declare, moreover, to be in compliance with the procedures on privacy, as provided under the law. If necessary, the Customer and the Supplier will be required to appoint, announcing by name, the person responsible for the management of sensitive data which may be transmitted. The obligation of confidentiality and secrecy is not applicable in case of:
- information that is in the public domain or otherwise already known at the time the contract was signed.
- information that was already in possession prior to the stipulation of the contract.
- obligation to disclose information when required by a Judicial or Public Authority in general.
The violation of this clause entitles the other party to seek compensation for damages and, if the breach is particularly serious, the termination of the contract.
6.3) Guarantee against counterfeiting
The Supplier guarantees the ownership or right of use of the information, drawings, document content and the process used to manufacture and supply the Product. The Supplier guarantees the non existence of any patent or constraints that may prevent the production and sale of the Product. If the Product is manufactured to design specifications or according to directions or information provided by the Customer, said Customer shall be exclusively responsible for all violations, even related to the production process, and the industrial and non industrial property rights of third parties, and endeavours to keep the Supplier indemnified from all direct or indirect results, that the availability or use, for any reason, of such information or of the Product, may directly or indirectly cause to the Supplier or to third parties. The Customer will ultimately and directly be liable, or in any case, keep the Supplier indemnified for all direct and indirect damages and all costs, including legal or defence costs, or even Professional fees charged to the Supplier in the event of legal action brought against the Supplier or by the same for each violation of the obligations undertaken within this clause.
7) Product Delivery, transport, inspection and Product acceptance
7.1) Delivery times
The Supplier endeavours to comply with the delivery times agreed with the Customer. In no case, however, shall the delivery date be considered as essential and binding for the proper execution of the order, and the Customer expressly waives the right to make any claim for damages or to ask to terminate the contract in case of non-compliance with the Product delivery deadline. In any case, the delivery date will, however, be understood as non-essential; the delivery times shall be effective from the date which is furthest amongst the following:
- the notification date of the order received.
- the date of acceptance by the Customer, if requested, of all materials, equipment and working details.
- the fulfilment date by the Customer of all preliminary legal or contractual obligations (e.g. import licenses, permits, etc.).
The Supplier reserves the right to notify the Customer of any changes in delivery times when said change is particularly important. The Customer may request the Supplier to make its best effort to respect normal delivery times but cannot, under any circumstances, refuse to collect the Product. The Supplier reserves the right to indefinitely suspend the delivery of the Product in case of non-payment of the supplies.
7.2) Delivery terms (ex-works)
Unless otherwise agreed, and subject to paragraph 10.6, Product delivery will be made ex-works at the premises established by the Supplier, and shall be deemed to be made on the day and hour in which the goods are loaded onto the vehicle used by the carrier or by the shipper. From that date, all risks and liabilities concerning the Product shall be transferred to the Customer. Only if it is expressly foreseen, the delivery may be considered made when the goods arrive at the Customer's plant or warehouse. Even in this case, the transport services will be carried out at the Customer's risk. The Supplier shall transmit the "goods readily available" notice to the Customer in a timely manner. The Customer shall collect the Product on the date and time indicated on the "goods readily available" notice, as received by the Supplier. When the goods have not been collected as indicated on the "goods readily available" notice, the Customer will be responsible for any cost, expense or charge for any reason (depot facilities, insurance, handling, storage, space utilization, etc.) which are borne by the Supplier. The said Supplier will issue a regular invoice showing the amounts claimed on credit. The payment of the invoice for said instruments shall be in accordance with the provisions of Article 10.1.
7.3) Transport, customs duties, insurance
Except as expressly stated in the order, the transport will always be performed at the expense of the Customer who shall be liable for insuring the Product during transportation, if it is deemed to be required. In case the Supplier is faced with the task of shipping the Product to its destination, the transfer of risk liability will take place the moment the Product is delivered to the first shipping agent or first carrier. The Supplier reserves the right to accept requests for partial shipments of the product ordered. The Customer will always be responsible, unless otherwise agreed, for the payment of customs duties, if due, and also for the execution of the relevant procedures. Regardless of all agreed delivery terms, the Supplier is under no circumstances required to insure the Product.
7.4) Check of the amount and type of Product delivered
Using the pertinent personnel, the Customer must check Product compliance with the conditions of the order; such verification will be conducted at the Customer's expense and under its sole responsibility, just after the delivery has been made. Any dispute or reservation regarding evident defects in the packages or the Product, differences in weight or quantity with respect to the consignment note that accompanies the Product, shall be immediately recorded on the CMR. A copy of the CMR with the related reservations or disputes must be sent for information to the Supplier, who, in any case, shall not be responsible for shortages and shall not respond to reservations made by the customer unless it is proven that the defect, which is the subject of the reservation, already existed at the time of product delivery at the Supplier's plant . In the absence of any reservations listed on the CMR, in terms of product types and quantities, the Product shall be deemed indisputably accepted, with the express irrevocable waiver on the part of the Customer to assert in any place, under this qualification, claims of any kind.
7.5) Claims concerning the existence of defects
The Supplier shall deliver the product free from defects and in compliance with the order specifications. In case defects are present in the Product, the Customer (except as expressly stipulated above) shall, on pain of forfeiture, dispute the Product supplied by sending the appropriate written notice to the Supplier containing the list of defects, the number of pieces on which they were found, the means by which the checks were made, the batch number and any relevant information to enable the Supplier to exactly identify the product in dispute. The written notice must be sent within 24 hours after delivery, in case of evident defects, and within eight days of discovery, if there are hidden defects. If requested by the Supplier, the Customer shall return the disputed Product at its own risk and expense. The Supplier reserves the right, at its own discretion, to repair the Product and send it back to the Customer whereby such decisions do not infer any admission of liability. In such cases, the Supplier shall bear all transportation costs. Should the Supplier not find the presence of any defects or faults which were complained about, it will invite the Customer to its plant to jointly examine the results of their investigations, after which the Product will be sent back to the Customer at its own expense. The Supplier may, in any case and at its own discretion, decide to replace the disputed Product and send a new Product to the Customer whereby such decisions do not infer any admission of liability. Under no circumstances is the Customer entitled to suspend payment of the Product, even if subject to a total or partial claim. Likewise, even in the event of a partial or total claim of the goods supplied, the Customer may not withhold payment of any sum whatsoever due to the Supplier. Under no circumstances is the Customer entitled to perform work or repair the Product or assign others to do the same. In this case, the Product will no longer be guaranteed, and the Customer's right will also be waived, irrevocably, to assert in any manner the potential liability of the Supplier. Should the Customer decide, in the presence of evident defects or faults, not to inform the Supplier of them, and use, assemble or sell the Product, the former will forego all replacement, repair and warranty rights and any possibility to make claims for damages. In any case, unless a request to the contrary is sent by the Supplier to the Customer, and if it is still located on the Customer's premises, the expenses for the dismantling, storage, and disposal of the Product in dispute will be the responsibility of the Customer, including the cost of assembling the new product, reworked or returned by the Supplier to the Customer. Any complaints or disputes do not exempt the Customer from honouring any assumed obligation towards the Supplier, regardless of the type of negotiated obligation.
7.6) Warranty - duration
The Supplier is bound to deliver the Product in conformity with all the laws in force and the relative order specifications. The Supplier, unless otherwise agreed, guarantees that the Product will be supplied for a period not exceeding twelve months from the ex-works delivery date. The warranty shall be effective only if the Product is correctly used and only if its malfunction is not, even indirectly, the fault of the Customer or of the end user or if the use of the Product is diverse or prohibited.
The supplied Product shall be deemed indisputably accepted if no disputes are made within eight days from the ex- works delivery date. Under no circumstances is the Supplier obliged to replace the supplied Product, following such acceptance by the Customer.
8) Hardship clause and acts of God
8.1) Conditions for changing the prices of the Product
The Supplier may change the prices of the Product even after order acceptance. The Supplier shall notify the Customer in writing regarding the new price, providing the reasons why such a change was necessary. The new price shall be binding for the Customer, starting from the first delivery after notification.
8.2) Acts of God
The Supplier may suspend its supply obligations and any contractual commitments with the Customer in any act of God. If the Supplier intends to avail itself of this right, it shall promptly notify the Customer in writing, explaining the causes of the acts of God invoked and, if possible, the duration of the suspension of contractual obligations that is foreseen. If the reason for the suspension lasts more than 45 working days, the Customer will be allowed to temporarily purchase the Product it needs from another supplier, without prejudice to the Customer's commitment to repurchase the Product from the Supplier, once the acts of God have ceased. The Supplier agrees to provide written notice to the Customer once the causes of the acts of God have ceased, also indicating the date of the first Product deliveries subsequent to the acts of God in question. The Customer is obliged to accept such deliveries. If the cause of the acts of God lasts more than 180 days, the Supplier and the Customer will meet to evaluate the possibility of rescinding the stipulated supply contract. In any case, the Customer must collect and pay for all the Product in the Supplier's warehouse, the cost of semi-finished products, raw materials and everything that was specific and purchased or produced by the Supplier to supply the Product. The Supplier may invoke acts of God in all circumstances if its service becomes particularly onerous or impossible. The following list of causes, which is merely indicative and not exhaustive, shall be construed as acts of God:
- natural disasters (earthquakes, fires, floods, storms, etc.).
- armed conflicts, wars, strife, assassinations, riots, acts of terrorism.
- labour disputes, occupations or lock-outs, general, industry or plant strikes.
- labour disputes, general, industry or plant strikes or lock-outs, that relate to the Supplier's suppliers, couriers, service providers, shipping agents, post offices, public offices in general, or all parties who are involved in the production process.
- judicial, governmental or public ordinances, in general.
- import bans, embargoes, production halts imposed either by the health authority or the public authorities, in general.
- accidents in the workplace, seizures, machine failures, explosions, a lack of available electricity, and any other cause that may limit or eliminate the possibility of production.
- a lack of available raw material.
The Customer shall promptly notify the Supplier of any fact which may be regarded as an act of God and which could make Product delivery or collection difficult. In this case, the Customer shall also indicate to the Supplier ways in which the Product could be delivered, possibly at a different location from the agreed one, thereby incurring the higher cost which is indicated by the Supplier, setting forth, however, any appropriate measure for collecting or storing the product, manufactured by the Supplier, in order to minimize as much as possible hindrance to the Supplier. The Customer is under no circumstances entitled to invoke the acts of God clause for suspending payments.
9) Price definition
The Supplier shall specify the Product price on the order agreed with the Customer. Unless otherwise agreed, the prices shall be considered net of any tax, fee or any other expense and, in any case, "ex works". The Supplier shall invoice the Products according to its own standards or in accordance with the contractual agreements established with the Customer. Unless otherwise agreed, the prices will always be expressed in Euro.
10.1) Terms of payment
The payment for supplies, unless otherwise agreed and regardless of any disputes, must be made according to what is defined in the order and, in any event, within 60 days of the invoice date at the end of the month. The Supplier is not bound to grant any discount in the event of early payment for the Product.
10.2.) Late payments
Without prejudice to what is stated in this contract, in the event of non-payment for the Product by the deadline, referred to in paragraph 10.1, interest to the Supplier will accrue equal to six-monthly EURORIBOR letter plus 8 percentage points and in relation to the period of delay. The Supplier is authorized to issue an invoice for interest in the manner specified in this paragraph, and send it to the Customer. The invoice will also include the expenses incurred by the Supplier to perform such activities. The Customer shall immediately settle such invoices upon receipt. In the event that an invoice is issued for interest and/or charges for late payment, the Supplier may, at its sole discretion, charge all payments made thereafter by the Customer as the balance of the invoice for interest and costs and, for any remaining amount, as the payment for the Product supplied. The Supplier may also, if the default by the Customer is repeated or is severe, discontinue shipping the Product, refuse requests for further deliveries and/or consider the contract annulled.
10.3.) Changes in the Customer's financial or company situation
Each event or behaviour that may objectively cast doubt on the solvency of the Customer or upon its willingness or ability to pay for the Product supplied, may be considered reason for suspending the supply of the Product by the Supplier. In this case, the Supplier shall send a specific notification to the Customer. Upon receipt of such notice, all of the Customer's payable sums owed to the Supplier shall be deemed immediately due and payable, and this applies, by derogation to any contrary agreement, even if it is arranged with the Customer. The Supplier will also be entitled to collect the supplied Product not paid for at the Customer's warehouses or plants. In case the Customer is subject to bankruptcy proceedings (arrangement with creditors, court receivership, bankruptcy, involuntary liquidation, extraordinary administration, a debt restructuring agreement, etc.) the Supplier may, in accordance with the specific legislation on debt collection, suspend further deliveries or consider annulling the contract itself. The Customer is obliged to notify the Supplier about every significant change in its company management or in the managerial-administrative organization or regarding the tender for the sale of the business or a branch thereof, when such an event concerns the supply of the Product. Once this information has been evaluated, or in the absence of information, the Supplier may eventually advise the Customer of its intention not to continue the relationship. In this case, all Supplier's claims are to be considered immediately due. The Supplier may still retain, taking into account the greater amount, advances or payments that have been received up to that moment.
10.4) Customer Receivables
The Customer is not entitled, for any reason or under any title, and without due authorisation by the Supplier, to issue debit notes or credit notes or charge the Supplier for any amounts unless the latter expressly agrees in writing to accept the same. The Customer may not, therefore, unless it is authorized in writing, to off-set such amounts or make deductions against amounts due to the Supplier; in this case the Supplier may claim interest for late or non payment, as provided for in paragraph 10.2.
10.5) Payment guarantee in case of subcontracting contracts
The Supplier and the Customer are committed, in case specific legislation exists, to agree upon the possibility of direct payment to sub-suppliers. The Customer, however, may never make direct agreements with the Supplier's sub-suppliers, in derogation to these general supply conditions.
10.6) Retention of Title
The Product is supplied pursuant to a "Retention of Title" clause, hence the Product shall remain the property of the Supplier until complete payment has been settled. The Customer shall take all necessary measures to protect and safeguard this right, and shall be liable for any consequence that may affect the Product. Retention of Title does not imply derogation from the provisions set forth in paragraphs 7.2 and 7.3 concerning the transfer of risk and liability regarding Product transport and storage. The Customer is required to put in place all necessary measures which guard against confusing the Supplier's Product with similar ones from other suppliers; the Customer shall therefore have to store the Product in the suitable spaces that are well defined and easily identifiable.
11.1.) Defining the Supplier's liability
The Supplier shall be solely responsible for its own activities and the proper production of the final product supplied that shall possess the characteristics specified in the order. No other liability belongs to the Supplier. The Supplier shall organize and carry out production in compliance with all applicable regulations in force. The Supplier shall never be liable for Product defects if these defects are attributable to:
- materials supplied by the Customer or by third parties specified by the Customer.
- design or drawing errors, if these activities are carried out by the Customer or by third parties specified by the Customer.
- product malfunction due to design, drawings, specifications, items specified by the Customer.
- use of equipment which has been specified or delivered by the Customer or by third parties specified by the Customer.
- treatments or tampering which are carried out without the consent of the Supplier.
- production errors, when the process has been specified and validated by the Customer.
- a different use of the Product, which is not permitted, anomalous, atypical, or particular.
- defective storage, transport, preservation or handling of the Product.
- normal wear or deterioration of the Product caused by events attributable to the Customer or third parties.
- non-compliance with recommendations, prescriptions or suggestions imparted by the Supplier concerning Product maintenance, preservation and use.
11.2) Liability limits
The Supplier’s liability shall be limited exclusively to direct damages to the Customer's possessions or employees, pursuant to use of the same, caused by the Product defects or faults acknowledged by the Supplier in this regard. Liability referred to indirect damages, damage to corporate image, profit loss, loss of earnings, operating losses, line stoppages, lack or insufficiency of performance of the supplied Product, or any other indirect consequence of Product defects, is expressly excluded. Similarly, the Supplier shall never be liable for any damages that the Product may have caused to third parties, once the Product is assembled or sold individually or sold together with the Customer's product. The Supplier shall not be equally responsible for any direct or indirect damages sustained by the Customer related to its use of technical documents, information, product data, indications on technical or functional features, etc., when such use has not been previously and specifically authorized in writing. Under no circumstances will the Supplier be liable for non-performance of the supplied Product. In any case, and understood what above stated, Domino Product shall be assembled with the outmost attention, strictly following the provided instructions and always, any case or product excluded, by a qualified operator who will be the sole responsible for the proper working of the Product releasing Domino from any responsibility for the assembly of the Product. In case the supplied Product, although assembled by a qualified operator, shows a defect chargeable to the Product itself only, Domino, under its unquestionable judgment, shall return to the Customer the paid amount, repair or replace the Product, being this the maximum responsibility limit of Domino, limit to be understood as accepted by the Customer at the delivery of the goods. In any case the right for the Customer to lay claim to Domino or its personnel as a consequence of the purchase or use of Domino Product is excluded. Domino Technical department is at disposal for any request or clarification at this regard or for providing, where available, the name of the qualified operator to apply to for the assembly of the purchased Product. Upon delivery of the Product, the Customer irrevocably accepts the responsibility restriction and waives, always in an irrevocable way, its right to act against the Supplier for any other request that goes beyond the Supplier's responsibility, the extent of which is limited under this paragraph.
The supply of the Product and any consequence arising from the execution of the contract or every connected fact or which is symptomatic of the conclusion of the contract and/or of the order, shall always be, in a mandatory way, subject to Italian Jurisdiction and the laws in force in Italy, excluding any possible validity or applicability of foreign laws or jurisdictions.
13) Court having jurisdiction for disputes
The Supplier and the Customer, at any time, in case of need, will make their best efforts to settle, in a friendly way, any disputes or disagreements that may arise between them for any reason that is related, even if symptomatic, with the supplied Product. In the event of failure to reach an amicable settlement of the dispute, the jurisdiction of the Court of Lecco shall always be deemed exclusive and binding.