General terms and conditions of supply - Electronic Engineering Service

1. ENFORCEMENT OF GENERAL TERMS AND CONDITIONS OF SUPPLY
Every contract between EES S.p.A (the Supplier) and a customer (the Customer) for the supply of EES’s products or services (the Product) shall be regulated by these general terms and conditions (the Conditions), if not differently agreed between the parties, that will be considered accepted by the Customer, even if different from their general or particular conditions of purchasing on which prevail.
Issuing the order or accepting the offer, even if only by conclusive behavior, the Customer declares to be aware of the present Conditions that will be joint to the offer. Different particular conditions inserted in the Offer shall prevail on the Conditions.
Execution of orders doesn’t mean acceptance of Customer’s General Terms and Conditions of Purchase that needs express signature to be accepted.
The Supplier maintains the right to modify the present Conditions, sending the variations to the Customer. The variations are considered accepted by the Customer if not rejected in fifteen days after receiving the goods. Every behavior, also repeated, of one of the parties not compliant to the Conditions would not be prejudicial for the other party’s request to apply them.

2. OFFER AND ORDER CONFIRMATION
The offers, based on the necessities expressed by the Customer by written confirmation or orally during the meetings with the Supplier, have a 10 days validity, unless differently indicated in the Offer. Subsequent offers cancel and substitute precedent offers related to the same goods and services. The order must be considered binding only if confirmed in writing by the Supplier. The supply would be made according to the conditions reported on the order confirmation. Every modifications on Product’s features, quantities, prices, delivery time must be agreed by written between the parties.

3. PRICES AND PAYMENT CONDITIONS
3.1 All the prices indicated on general or particular offers don’t include delivery costs, IVA excluded. All the prices can change, elapsed validity terms, depending on new market conditions.
3.2 The payment must be done on terms agreed. Way of invoicing and payment method are indicated in the offer or in the order confirmation.
3.3 Late payments cause the starting of delay interests and penalties equal to official discount rate increased of three percentage points, starting from the day after the payment date. If the Customer doesn’t respect terms and conditions of payment, the Supplier is exempt from delivery obligation and can ask the payment of the entire credit in advance. If the default continues for over fifteen days from the maturity, the Supplier has the right to rescind the contract sending to the Customer a registered mail, interests and major damages excepted.
3.4 Supplier’s default doesn’t allow the Customer to delay payments.

4. TRANSPORTS
If in the offer or order confirmation there isn’t a specific clause about delivery method, the supply is to be considered EXW – Incoterms 2000. Goods transported by Supplier’s vehicles are not assured and the Supplier shall not, in any case, indemnify the Customer. Goods travel always on Customer’s risk, even if assured. Damage recovery shall be always on Customer’s charge.

5. PACKAGING
The prices indicated on the price list are referred to goods alone. The prices reported in the offer and in the contract are inclusive of packaging in order to avoid any damage to the goods, in relation to normal condition of transport and to the destination agreed in the contract.

6. DELIVERY TIME
6.1 Delivery times are indicated in the offer and are expressed in working days starting from order’s acceptance.
6.2 Delivery terms are approximate, can be extended and the Supplier is not required to respect them, if not expressly agreed. No indemnity shall be given for eventual direct or indirect damages due to deliveries delay or to total/partial resolution of the supply. Eventual delay on the delivery shall be communicated three days before the appointed delivery date and it doesn’t allow the Customer to cancel the order. Partial or anticipated deliveries are allowed.
6.3 If the delivery is delayed because of Customer’s action/omission, it shall be established a postponement of delivery time. If the parties agree on modifications on products during the execution of the order, the modifications shall be approved in writing and the delivery date shall be changed.
6.4 Penalties for late deliveries shall not be accepted. If the parties establish in writing such penalties, these shall be applied only if: a) the payments are regular; b) the Customer hasn’t required substantial modifications; c) Projects, drawings or documents submitted to the Customer have been approved in no more than three days. Penalties shall not be applied if the delay depends on Force Majeure causes.
6.5 If the Customer, informed that the goods are ready, does not collect them, he must make all the payments related to the delivery, even if the goods have not been delivered. The Supplier will store the goods at customer’s risk and expenses.

7. WARRANTY
7.1 The warranty period is 12 months, starting from the delivery to the Customer. The defects shall be communicated to the Supplier in no more than eight days from the individuation. The warranty concerns only ascertained defects of the Product due to the manufacturing activities done by the Supplier. The Supplier shall not be responsible for any defect due to wrong/incomplete information given by the customer or to faults in the project realized by the Customer.
7.2 The warranty is limited to the repairing or substitution of defective parts for ascertained production defects, all other direct or indirect damages shall not be indemnified. The warranty doesn’t cover products that have been tampered or used incorrectly. Damages due to the shipping are not warranted and will be on Customer’s charge. Repairing activities shall be made at Supplier’s factory, after having ascertained that the guarantee can be applied. All transports, packaging, insurance expenses are on Customer’s charge. The Supplier’s technicians, during warranty period, can also repair the goods directly where are installed, but the Customer shall pay travel and accommodation expenses and labor costs. 7.3 The existence of defects on Products doesn’t allow the Customer to delay the payments. The warranty shall not apply if payments are delayed.

8. RESPONSIBILITY
Signing the contract the Customer declares to be aware of any legal limitation or security rules that refers to the use of the ordered goods, included eventual conflicts with CE rules. Supplier’s responsibility for the infringement of law rules or safety rules or CE-EMC compatibility is excluded. Every direct or indirect damage, caused to people, things or animals by the use of goods supplied, not conform to law or operative rules, shall not be indemnified. The Supplier shall not be considered responsible for the loss of profit or any direct or indirect damage caused by the use or the defective functioning of the goods supplied.

9.CLAIMS
Claims connected with the product supplied will be analyzed only if communicated in writing with registered letter or PEC sent to the seat of the Supplier within 15 days from the receiving of the ordered goods.
Claims regarding the quality of the goods/services supplied shall not be judicially solved if the goods/services have not been paid. The customer cannot lay any claim for accruing damage, or damages occurred to people/objects or loss of profit if it cannot be identified a gross negligence of the Supplier.

10. RETURNED GOODS
A Product, to be returned, must be identified by a NA.R. code (number of authorization to return), that shall be given by the Supplier if required by the Customer. The product shall return carriage free, in the original packaging, to the operative seat of the Supplier that will be communicated jointly to N.A.R number. In the delivery documents shall be indicated the N.A.R number and number and date of the Supplier delivery note. The goods returned in unfit or damaged packaging will be returned to Customer.

11. RESOLUTION OF THE CONTRACT
If the Customer doesn’t respect one or more clauses of these Conditions or special terms established for the supply, the Supplier can stop the production and cancel future supplies. The contract shall also be resolved if the commercial capability of the Customer changes, as in case of insolvency, bankrupt and judicial administration.

12. MANUFACTURING PROCESS
If not differently agreed with the Customer, the Supplier’s manufacturing process is standard according to IPC rules class 2.

13. COMPONENTS
If there are problems in finding electronic components for a production batch, the Supplier shall immediately inform the Customer and, if required in writing, search to buy them from channels alternative to distribution. The Customer shall authorize, through written request, also from the technical point of view, the use of the alternative component found. The Supplier discharge all responsibilities for malfunctioning, incompatibilities, defects due to the use of the alternative components authorized by the Customer.

14. MODIFICATIONS
Costs arising from modifications to the products required by the Customer, for example related to components that cannot be used for a different production or to alteration of the cost of components or manufacturing, shall be entirely borne by the Customer.

15. TOOLS
Tools provided by Customer to Supplier for the execution of the purchase order are Customer’s property and the Supplier shall not use such tools for any purpose other than in the frame of the purchase order. Supplier shall do the preventive maintenance activities (cleaning, lubrication, minor repairing). Extraordinary maintenance (repairing of broken components, calibration…) shall be done by the Customer. In the event that Customer fails to provide extraordinary maintenance activities the Supplier shall not be held responsible or liable of any interruption or delay of supply it may occur. If necessary, Customer shall train the Supplier’s employees on the use of the issued Tools. Tools provided by Customer shall be in compliance to all applicable work safety laws. Any non compliance will be promptly noticed by Supplier to Customer and shall be immediately fixed by Customer.

16. CANCELLATION OF THE ORDER
The Customer can cancel an issued order telling his intention to the Supplier by fax or registered letter within five days from the issuing of the order. On the contrary, the Customer will be obliged to pay the entire amount of the order or of the produced goods or of the materials that have been already bought.

17. CONFIDENTIALITY
All dates, technical and commercial information, materials, prototypes, processes (jointly defined as Confidential Information) of the Supplier, that the Customer has acquired during the contractual relationship, must be maintained strictly confidential.
The Customer shall not disclose to third people these Information and shall not use them for non-contractual claims. The Customer will be responsible also for his employees, collaborators and partners.

18. IP RIGHTS
All Supplier’s intellectual property rights shall remain its exclusive property.

19. JURISDICTION
Competent law court is only Genoa Court of Justice. Applicable law is the Italian law.