General terms and conditions of sale

Art. 1 - General Provisions

1.1 These General Conditions (hereinafter, the "Conditions") exclusively regulate all contracts entered into between Logika Control S.r.l., with registered office in Via Garibaldi, 83/A - 20834 Nova Milanese (MB), P.IVA 02473170963, (hereinafter, the "Seller") and the Buyer (hereinafter, the "Buyer"), jointly defined as the "Parties". The Conditions shall be deemed to be fully accepted by the Buyer at the time of the conclusion of each contract, with the consequent commitment to comply with the provisions thereof.

1.2 The Parties agree that business correspondence sent via data processing systems or electronic mail that is not formally objected to by the receiving Party no later than 3 (three) business days from the date of receipt (including, but not limited to, order confirmations, invoices, credit notes, payment reminders, and statements of account) will be considered fully binding on the receiving Party, even in the absence of a signature by the legal representative of the issuing Party.

1.3 Any amendments, waivers or additions to these Conditions, as an integral and substantial part of the Contract, must be agreed in advance between the Parties and formalized in writing. They shall apply exclusively to the specific Contract to which they refer and shall be set forth in Seller's order confirmation (hereinafter, the "Order Confirmation").

1.4 These Conditions are applicable to all international transactions, unless otherwise specifically agreed between the Parties. Delivery terms, if any (e.g. EXW, FCA, etc.), are intended to be in accordance with Incoterms in effect on the date the Contract is entered into, as defined by the International Chamber of Commerce.

Article 2 - Buyer's Order and Contract.

2.1 Each purchase order (hereinafter, "Order"), and any modification or addition to the same, shall be considered valid and binding for the Seller only in the event that the Order is accepted in writing by the Seller through the Order Confirmation. The accepted Order shall become an integral part of the Contract of Sale (hereinafter, the "Contract"), which, together with the General Conditions and any amendments agreed upon in writing, shall govern the business relationship between the Parties.

2.2 In the event of discrepancies between what is stated in the Order and what is confirmed in the Order Confirmation, the Order Confirmation shall prevail unless Buyer raises formal objections no later than 3 (three) business days after receipt of the Order Confirmation.

Article 3 - Quantity and Product Characteristics.

3.1 The Seller agrees to supply the Products according to the specifications agreed upon in the Order Confirmation, with a tolerance on quantities of ± 5% from those indicated. Any significant variations will be promptly communicated between the Parties.

 

3.2 The Buyer, upon collection of the Products and in any case no later than 3 (three) working days after receipt, is obliged to:

• to verify that the quantities of the Products delivered are in accordance with those indicated in the transport documents and/or the Order Confirmation and, in case of discrepancy, to promptly report it to the Seller, indicating any differences found;
• Carry out technical and quality control on the Products in order to verify their compliance with contractual standards and agreed specifications.

3.3 Any obvious defects in the Products must be reported to Seller in writing no later than 8 (eight) days from the date of discovery or and in any event no later than 15 (fifteen) days from the date of receipt of the goods. If the defects are of a concealed nature, the period for reporting them shall expire after 1 year from the date of delivery of the Product. The Buyer shall provide adequate documentation to support the report, including but not limited to technical and/or photographic documentation suitable to highlight the defects found.

3.4 The Seller, following the reporting of defects, reserves the right to:

• examine the report and, at its discretion, initiate a direct inspection or assign its own representative to verify the existence and cause of the reported defect;
• inform the Buyer of the measures it intends to take to resolve the issue, which may consist of a repair or replacement of the Products, at the Seller's or Buyer's expense, as required by the nature of the defect and the circumstances.

3.5 Repair or replacement of the Product shall be Seller's sole remedy for obvious or hidden defects, to the exclusion of any other form of liability, including, but not limited to, liability for indirect or consequential damages.

Article 4 - Pricing and Payment

4.1 Subject to the provision of Section 4.2, the prices of the Products and/or services provided by the Seller, as well as the terms of payment, shall be exclusively those set forth in the Order Confirmation, which shall be the binding reference for the Parties.

4.2 If, prior to delivery, there is a change of 5% or more in the cost of the components of the Product ordered, the Seller reserves the right to change the agreed prices to the same extent as the change in the cost of the component parts, with timely notice to the Buyer.

4.3 The prices of the Products are ex-works at Seller's premises in Nova Milanese, Via Garibaldi No. 83/A, and do not include any transportation, insurance and other incidental costs.

4.4 The payment terms indicated in the Order Confirmation are mandatory. In the event of late payment, the Buyer will be required to pay default interest, calculated in the manner and to the extent set forth in Legislative Decree No. 231/2002. The Seller also reserves the right to suspend deliveries of any orders still to be executed or to consider the Contract terminated, pursuant to Article 1456 of the Italian Civil Code, upon written notice to the Buyer.

4.5 Where the Parties have agreed to an advance payment, such advance payment shall refer to the full value of the Order and its execution shall be a condition precedent for delivery of the Products.

4.6 Payments must be made at Seller's registered office (or, if specified in the Order Confirmation, at Seller's designated banking institution), which is the place of performance for all legal purposes. Any incidental charges, such as bank charges or transfer fees, shall be borne by Buyer.

4.7 If payment is to be made in installments, failure to pay even a single installment will result in forfeiture of the benefit of the term, pursuant to and in accordance with Article 1186 of the Civil Code, subject to legal action for compensation for any damages suffered.

4.8 In the case of a sale pursuant to Articles 1523 et seq. of the Civil Code, expressly provided for and set forth in the Order Confirmation, the Seller retains ownership of the Products until full payment of the sale price, reserving the right to demand the release of the Products in the event of default.

4.9 Where the Parties have agreed to payment by documentary credit, Buyer shall, unless otherwise agreed in writing, secure the issuance of a documentary credit in favor of Seller from a leading Italian bank, accepted by Seller, in accordance with the Uniform Rules and Uses on Documentary Credits published by the International Chamber of Commerce. The credit shall be notified to Seller at least 15 days prior to the scheduled delivery date. If notification is delayed, Seller shall have the right to suspend delivery until such notification is received. Notwithstanding the foregoing, unless otherwise agreed, the documentary credit will be payable at sight and will allow partial shipments. Timely issuance and notification of documentary credit is a prerequisite for delivery of the Product.

4.10 In the case of payment against documents, unless otherwise agreed, payment shall be made against presentation of the agreed documents, in accordance with the Uniform Rules Concerning Collections published by the International Chamber of Commerce.

4.11 If the Parties have agreed that payment must be accompanied by a bank guarantee, Buyer shall provide Seller, at least 15 (fifteen) days prior to the date scheduled for delivery, with a first demand bank guarantee (subject to the Uniform Rules on Demand Guarantees of the International Chamber of Commerce) or a standby letter of credit (subject to the Uniform Rules and Uses on Documentary Credits of the International Chamber of Commerce), issued by a primary Italian bank accepted by Seller. In the event of delay in the receipt of such guarantee, Seller shall have the right to suspend delivery until the date of receipt of the guarantee.

Article 5 - Delivery and Shipping Terms

5.1 Given the difficulties associated with sourcing electronic components and the variability of delivery dates in the market, the delivery date stated in the Order Confirmation may be subject to change. In addition, the delivery may be made in several partial deliveries. The Seller, upon receipt of the necessary confirmations from its sources of supply, will notify the Buyer of the actual delivery date. The Seller will therefore not be responsible for any delays beyond its control.

5.2 Any disruptions in production caused by force majeure events, such as strikes, boycotts, fires, riots, currency exchange fluctuations, and other unforeseen circumstances beyond Seller's control, shall relieve Seller of its obligation to meet delivery deadlines, without Buyer being able to cancel the Order or claim damages.

5.3 The delivery terms run from the date on which the Buyer has provided the Seller with all information, documents and technical data necessary for the definition of the Product or the object of delivery.

5.4 Delivery deadlines run only upon actual complete communication of the technical data required for the execution of the Order and the design, if any. Deadlines shall be considered extended in the event of the need to acquire or process additional information and clarifications for project development or production, even if the requested information had been previously agreed upon.

5.5 The return of the Products is ex-works at Seller's premises in Nova Milanese (EXW Nova Milanese), in accordance with the INCOTERMS in effect at the time of delivery. Shipment is therefore at Buyer's risk and expense.

Article 6 - Warranty Terms and Third Party Rights

6.1 The Seller warrants to the Buyer that the Products are free from manufacturing or design defects that affect their suitability for their stated or intended use, in relation to the technical documentation provided by the Buyer or prepared by the Seller during the design phase. The warranty period is 24 months from the date of manufacture, as indicated in the Product's serial number. The Buyer, in order to make use of the warranty, must report in writing to the Seller the defects found within 8 days of their discovery, enclosing the complete RMA form and documents related to the report.

6.2 The Seller shall be released from its warranty obligation in all cases where liability is not its responsibility. Examples include but are not limited to the following cases:

• Failure to follow operating and maintenance instructions or recommendations;
• Misuse, modification or tampering with the Products;
• Inadequate storage and handling of the Products.

6.3 The warranty is limited to the replacement or repair of defective Products, which will take place only at the Seller's premises. Transportation costs for the return of defective Products shall be borne by the Buyer. For electromechanical components, the warranty is limited to the technical specifications provided by the Seller. Compensation for direct or indirect damages is excluded.

6.4 The Buyer is obligated to fulfill payment obligations, even if defects in the Products are reported. The warranty procedure does not allow the customer to suspend payments due.

6.5 If a warranty is not applicable, Seller will provide an estimate for repair or replacement of the Products. The Buyer shall confirm the order and authorize the related payment.

6.6 Repair or replacement of the Products, or refund of the price paid, are the only remedies available in case of defects or malfunctions.

6.7 The warranty period is not suspended in case of repair; it remains valid for 24 (twenty-four) months from the date of manufacture indicated in the Product's serial number.

6.8 In the event that Buyer receives claims from third parties for alleged infringement of industrial rights (such as patents, trademarks, know-how, utility models, designs or other similar rights) in connection with the Products supplied by Seller, Seller shall be liable only in cases of willful misconduct or gross negligence, even if the Products were developed according to Seller's own design specifications. In any case, by expressly approving the design and sampling, the Buyer assumes full responsibility for any infringement of third party rights resulting from the use of the Product, relieving the Seller of any consequent obligation for compensation or legal liability.

7. Protection of Confidentiality

7.1 Each Party agrees to treat the designs, drawings, construction diagrams, data of a technical-qualitative nature, software applications, and business information, received from the other Party (hereinafter, "Confidential Information") with the utmost confidentiality. Confidential Information shall not be disclosed to third parties without the express written consent of the Party that provided it, nor shall it be used for purposes other than those for which it was made available.

7.2 Confidential Information may be disclosed only at the request of a judicial or other competent authority authorized to request it.

7.3 The Parties declare that they take appropriate security measures to protect Confidential Information and agree to ensure compliance with these measures within their own organizations.

7.4 The confidentiality obligation in this Article shall survive the termination or termination of the Contract, for whatever cause it may occur, and shall remain in effect for a period of 3 (three) years from the date of termination of the Contract.

8. Protection of Personal Data

8.1 The Buyer's personal data will be processed by the Seller in full compliance with EU Regulation 679/2016 (GDPR) and applicable national data protection legislation.

8.2 Each Party agrees to indemnify and hold the other harmless from any claims for damages arising from unlawful processing of personal data caused by non-compliance with the GDPR and applicable national legislation.

9. Intellectual Property Rights

Intellectual property rights relating to designs of Products made by Seller at Buyer's request shall be transferred to Buyer only upon full payment of the charges incurred by Seller in making them. In the absence of such payment, the intellectual property rights shall remain the sole property of Seller.

 

In the event of non-transfer of intellectual property rights, the Buyer agrees not to use in any way information, programs, designs, software or other forms of intellectual property belonging exclusively to the Seller, whether in whole or in part. Buyer is advised that any unauthorized use will constitute a violation of Seller's rights.

10. Withdrawal

10.1 During the term of the Contract, the Seller shall have the right to terminate the Contract, in whole or in part, with immediate effect, by sending notice to the Buyer by registered letter with return receipt or PEC, if one or more of the following circumstances occur:

• Apposition by the relevant authorities of import-export restrictions on components relevant to the realization of the Product;
• Delay of more than 8 (eight) weeks in delivery by Seller's suppliers of critical components for the Product;

• Serious prejudice to Seller's business resulting from force majeure events, the duration of which exceeds 3 (three) months, and which have been duly notified in writing to Buyer;
• Sale or transfer of the Buyer's business;
• Insolvency of the Buyer;
• Violation of personal data processing regulations under Art. 8.

10.2 Unless the Parties agree otherwise, the terminated Contract will be considered terminated upon the sending of the above notice.

10.3 Under no circumstances, following the exercise of the right of withdrawal by the Seller, shall the Buyer be entitled to claim compensation for undelivered Products or unperformed services.

11. Resolution

11.1 During the term of the Contract, the Seller shall have the right to terminate the Contract, in whole or in part, with immediate effect, by sending notice to the Buyer by registered letter with return receipt or PEC, if one or more of the following circumstances occur:

• Failure to pay invoices issued according to the terms specified in Art. 4;
• Failure to comply with confidentiality obligations under Art. 7;
• Infringement of intellectual property rights by the Buyer;
• Unauthorized assignment of the Contract under Art. 14.

11.2 If the Seller terminates the Contract for reasons not attributable to the Seller, the Buyer shall be liable to pay compensation for the damages suffered by the Seller as a result of the non-performance that led to the termination.

12. Seller's Responsibilities

Seller's aggregate liability, both contractual and non-contractual, arising out of or in connection with breaches of the Contract shall in all cases be limited to the aggregate price paid by Buyer for the Products covered by the Contract.

13. Contract Duration

Subject to the right of termination under Art. 10 and termination under Art. 11, this Contract shall be valid until the expiration of the warranty period under Art. 6.

14. Prohibition of Contract Assignment

The Buyer shall not assign this Contract to any third party without the prior written consent of the Seller.

15. Jurisdiction and Applicable Law

15.1 For any dispute arising from the interpretation, execution, validity or termination of these General Conditions and individual supply contracts, including international sales, the Court of Monza (MB) shall have exclusive jurisdiction.

15.2 Even in the case of an international sale, the Contracts will be governed by Italian law, to the exclusion of the 1980 United Nations Convention on Contracts for the International Sale of Goods.