General conditions of sale

1. DEFINITIONS

The terms indicated below, where indicated with a capital letter, shall have the following meaning, it being specified that the terms defined in the singular shall also refer to the plural and vice versa.

• Manufacturer: the company TEXA S.p.A. (hereinafter also “TEXA”), with registered office in Monastier di Treviso (TV), Italy, Via 1° Maggio no. 9;
• Customer: the subject who purchases the Products from the Sales Organisation;
• Sales Organisation: the TEXA Distributor or any other party, natural or legal person, which sells the Products to the Customer. Sales Organisation and Manufacturer may coincide if TEXA sells the Products directly to the Customer;
• Purchase Order: the form, drafted according to TEXA standards, having as subject the purchase of Products and containing the special conditions of sale (price, terms of payment, etc.);
• Products: the products and services – including accessories, spare parts, and Software user licences – developed, manufactured and marketed by the Manufacturer. Unless expressly indicated otherwise in the user manual, the Products are intended for repair professionals;
• TEXA Distributor: the subject who, pursuant to a valid and current contract for authorised distributor of TEXA products and services signed with the Manufacturer (as per the list of authorised TEXA distributors available on the website www.texa.com), is authorised to sell the Products to the Customer with full business independence, issue the related sales invoice, and manage the relationship with the Customer autonomously.
• Software: each and all the programs and IT components (including the firmware) installed/included in or provided in connection with the Products.

2. PURCHASE ORDER, PRICE AND TERMS OF PAYMENT

The Purchase Order will be binding once it is confirmed by the Sales Organisation. The price agreed upon between the Sales Organisation and the Customer includes the sum of the net price agreed upon for the Products, plus any accessory expenses. Unless otherwise specified, the VAT is not included in the price. Any additional expenses, such as expenses relative to compliance of the electrical system with norms, bricklaying work, the compressed air system or other intervention necessary for the operation of certain Products, shall be borne by the Customer. It remains understood that any necessary works must be performed according to the specifications issued by the Manufacturer. Payment must be made in compliance with the terms set forth in the Purchase Order or, if not agreed upon, prior to delivery of the Products. The term of payment will be considered essential. The Sales Organisation may suspend the delivery of the Products listed in the confirmed Purchase Orders until complete payment by the Customer of the entire amounts due. If the prepayment is agreed, the Sales Organisation will not proceed to complete the delivery of the Products until full payment by the Customer of the confirmed Purchase Order.

The Customer accepts that, if purchase is made through a TEXA Distributor, the Manufacturer will have the right to assign a different TEXA Distributor to the Customer, at any time and for any reason whatsoever, with effect as from the date on which the related written communication is sent to the Customer. Rights and obligations arising prior to the transfer shall remain the responsibility of the previous TEXA Distributor.

3. PRODUCT FEATURES, DELIVERY, CHECKS

TEXA guarantees that the Products are compliant with the European Union regulation in force on their manufacturing date. The Products will bear the TEXA trademark. The Customer shall not make any changes, remove or alter any label, trademark or warning applied by the Manufacturer on the Products.

The term of delivery indicated in the Purchase Order is approximate and will be confirmed by the Sales Organisation once the goods are being prepared for shipment.

The Products may be delivered in different lots. The risk of loss of the Products is transferred to the Customer upon delivery of the Products in compliance with the delivery terms used by the Sales Organisation indicated in the order confirmation. Complaints regarding quantity, weight, total tare, defects and quality issues or non-conformities, that the Customer may detect after purchasing the Products, must be communicated to the Sales Organisation, under penalty of expiration, no later than 8 (eight) days from receipt, by registered letter with acknowledgement of receipt or certified e-mail, with a detailed description of the detected defects or non-conformities.

4. ALTERATIONS TO PRODUCTS

Due to the constant evolution of technology, the rationalisation of industrial processes and the variability of manufacturing components determined by changes in sources of supply, the Products are subject to continuous evolution, which may involve modifications in the construction and may concern the electronic and mechanical parts or aesthetic features of the Products (including shade of colour and decorative elements). The Manufacturer will have the right to make any alterations it believes suitable and/or necessary to the Products, even discontinuing and/or stopping the production of some Products, due to the possible unavailability of certain components and/or alterations to them over time, or due to changed production or commercial needs. Additionally, the informative data shown in brochures, and publicity documents in general, are indicative only. With the exception of the tolerances admissible by law or custom, the technical characteristics of the Products certified in the certificate of homologation are guaranteed by the Manufacturer for each instrument produced, with its relative certificate of conformity. In consideration of the above, the Customer may not refuse the Product made available by the Sales Organisation to fill the order.

5. WARRANTY CONDITIONS

The Sales Organisation guarantees the Product against manufacturing defects, malfunctions, material and component defects, as long as they are reported within the time limit referred to in art. 3 above, for a period of 24 (twenty-four) months from the Product activation date, as resulting from the “Servicecode” portal, and in any case no later than 36 (thirty-six) months from the Product delivery date (as resulting from the shipping documents kept by the Sales Organisation).

However, the warranty terms may differ for specific types of components or parts of the Products (e.g.: batteries). Any different warranty terms will be indicated in the Product service manual and/or on the website www.texa.com in the “Technical Support” information section. In the event of a repair, the 12 (twelve) month warranty will only cover the repaired components/spare parts, not the object as a whole.

The warranty does not apply to Product defects or malfunctions caused by:

1. a) insufficient maintenance, erroneous calibration, normal wear and tear, accidents caused by third parties, erroneous electrical installation, transformation, modification, tampering, erroneous assembly or disassembly, improper storage;
2. b) software, hardware, interface and any other component assembled or used with the Products that is not supplied by the Sales Organisation’s official sales and assistance network;
3. c) unauthorised modifications or improper use;
4. d) use of the Products in an environment that does not satisfy the requirements specified for them;
5. e) erroneous preparation or maintenance of the environment where the Products are used;
6. f) negligent, careless or inappropriate use.

All repairs relative to the warranty, unless agreed otherwise in writing with the Manufacturer, must be performed at the Manufacturer’s premises or at the Manufacturer’s authorised assistance centre. All expenses sustained for the transport of the Product to be repaired from the Customer’s premises to the Manufacturer’s or its assistance centre’s premises, and/or for travel of the assistance personnel of the Manufacturer or its assistance centre to the Customer’s premises, must be borne by the Customer. The warranty does not cover damages sustained during transport and breakage due to improper packaging performed by the Customer in the event goods are rendered for repairs.

6. MAINTENANCE

The Product is delivered to the Customer already tested by the Manufacturer and Sales Organisation (where applicable). Nevertheless, the Products require scheduled maintenance, and some of them need periodic calibrations, as expressly indicated in the related user manuals. Therefore, if the interventions are not performed in compliance with the abovementioned user manuals, the Customer will not have the right to service under warranty mentioned in the paragraph above.

7. SOFTWARE USER LICENCE

The Manufacturer grants the Customer a non-exclusive and non-transferable licence to use the Software, for the purposes described in the instructions for use and technical documentation accompanying the Products, under the conditions set forth in the Software licence. The Software is the intellectual property of the Manufacturer. The structure, organisation and code of the Software are subject to industrial and commercial secrecy and must be considered confidential information and data owned by the Manufacturer. The Software is protected by copyright laws, international treaties on copyright, as well as other international treaties and laws on intellectual property. For each licence purchased, the Customer may use only one copy of the Software or of a previous version for the same operating system.

The Customer is not allowed to:

1. a) Rent, sub-license, loan, copy, modify, reproduce, translate, redesign, decompile, or dismantle the Software obtained with the user licence or the information contained in it;
2. b) Send the Software, either whole or in part, via cable, radio or via any other system;
3. c) Create works or derive others (even with reverse engineering techniques), based on the Software either partially or completely or based on information contained in it, or on information associated with it;
4. d) Use, print or market the Software or the information contained in it, in any manner not allowed by TEXA.

The user licence is valid throughout the permitted period of Software use as specified in the related licence agreement. It will terminate, in any case, with the Software destruction. The rights and obligations set forth in the user licence cannot be transferred to others without the written consent of TEXA. The Software is installed and used by the Customer at his/her own risk. TEXA cannot be held responsible, under any circumstances, for any loss or damage, including loss of profits or other losses due to the use or inability to use the Software, or for errors or shortcomings in the Software even if caused by negligence, or to the use of the Software in association with any other program. It is the responsibility of the Customer to check for viruses in the Products or tools where the Software needs to be installed. The Manufacturer shall not be liable for any losses, damages or costs of any kind caused by the presence of a virus.

8. RESPONSIBILITY

The Customer is responsible for the use of any tool and software program made available by the Manufacturer and sold by the Sales Organisation. The Manufacturer shall not be liable for any damage to property or persons resulting from the improper, negligent, or non-conforming use of the Products with respect to the instructions contained in the user manuals by the Customer or deriving from use of certain functions made available in software programs (e.g.: adjustment and/or update functions for electronic control units) the Products may be equipped with. The Customer promises to indemnify the Manufacturer and Sales Organisation and to hold them harmless against any damage caused by improper use of the Products (including the Software) and use of the Products not in conformity with the indications/instructions contained in the programs and related user manuals. The Customer must use all of the data and information obtained from the Manufacturer or Sales Organisation, directly or through the programs, user manuals or otherwise made available, in the awareness that such data may not always be exhaustive and must always be used as an integration of the Customer’s own professional knowledge. It is of the utmost importance that before using the Products, the Customer and/or any person and/or user of the Products carefully reads and understands all the instructions, warnings and information on the use of the Products that are indicated both in the related user manual and in the information/communications/instructions made available by the Manufacturer, even via media (website).

Moreover, the Customer undertakes not to: i) export and/or sell the Products to any person, entity, geographical area or country that is subject to economic sanctions implemented by the UN, European Union, United Kingdom, United States, or other pertinent sanctioning authorities (“Sanctions Laws”). The Customer guarantees that neither he/she nor any of his/her affiliates, sub-dealers, customers, directors, executives, employees or agents is a person or entity that is: (a) subject to Sanctions Laws; or (b) located, organised or residing in a country or territory that is subject to Sanctions Laws; ii) include, in the sale of the Products, any goods, services or products by another supplier that is subject to any Sanctions Laws; iii) use the Products in countries or geographical areas subject to Sanctions Laws.

If the Sales Organisation becomes aware of a violation of the above provisions, it will inform the Customer and will have the right to stop the Product supply immediately. The Manufacturer will have the right to block the Product operation, without the Customer being able to claim any refund, indemnity or compensation. The Customer also undertakes not to purchase the Products as a representative, agent or intermediary of the Manufacturer’s competitors.

9. INTELLECTUAL AND INDUSTRIAL PROPERTY AND USE OF THE TEXA TRADEMARK

The Manufacturer remains the only owner of the intellectual and industrial property rights relating to the Products. The Manufacturer is the owner of its trademarks, logo and any other distinctive mark placed on the Products and in the Software. The Customer shall never register a trademark that is identical, similar or in conflict with the Manufacturer’s trademarks, or use such distinctive marks as part of its name, Internet domain, or e-mail address, unless otherwise expressly approved in writing by the Manufacturer. The Customer shall never perform or allow others to perform, even through third parties, reverse engineering, decoding, disassembly or decompiling operations on the data, systems, hardware, Software and any other information relating to the Products or contained in the Products.

10. FORCE MAJEURE

Delays in fulfilment of contractual obligations may be justified by events which interfere with the manufacturing, distribution or repair process, such as suspension of work, labour union unrest, supervening and unforeseen productive capacity of the Manufacturer, shortage of components or raw materials, suspension of transport services or the supply of energy, provisions enacted by the Public Administration, natural disasters, pandemics or other causes due to force majeure or fortuitous events, which may take place at the Manufacturer’s or its suppliers’ premises, during transportation or at the Sales Organisation’s premises.

11. CONFIDENTIALITY

The Customer undertakes to hold as strictly confidential any technical and commercial information exchanged in connection with the provision of the Products and during the related preparation phases, and to refrain from disclosing it to third parties without prior written consent of the Sales Organisation. This obligation will remain, with no time limit.

12. PROCESSING OF PERSONAL DATA

The processing of the Customer’s personal data carried out by TEXA, as Data Controller, is performed in compliance with the Personal data protection code (Legislative Decree no. 196/2003) as amended by the Legislative Decree no. 101/2018 and Regulation (EU) 2016/679 – General Data Protection Regulation (hereinafter referred to as “GDPR”), with suitable methods to ensure security and confidentiality. The Customer’s personal data will be processed for purposes relating to the provision of the Products and, subject to their consent, for additional purposes, as specifically indicated by TEXA in the privacy policy made available to the data subject. At any time, the data subjects have the right to access the data relating to them and exercise the rights referred to in articles 12, 15-22 of the GDPR, by contacting TEXA S.p.A. at the following e-mail address: privacy@texa.com. The Data Protection Officer (DPO) at TEXA S.p.A. can be contacted at the e-mail address: dpo@texa.com. The full text of the privacy policy is available on the website www.texa.com/privacy.

The processing of personal data performed by the TEXA Distributor as an independent Data Controller is governed by the applicable law in the country where the Sales Organisation has its registered office. The Sales Organisation shall inform as appropriate the data subjects, including the Customer, with full indemnity against any charge and liability for TEXA.

13. APPLICABLE LAW AND COMPETENT COURT

The provision of Products shall be regulated by the Italian law and the sole competent court will be that of the district in which the Sales Organisation has its registered office. This is without prejudice to the different jurisdictions indicated in the “Conditions of provision of the TEXA Services” as defined therein.

14. GENERAL PROVISIONS

Any additional conditions or exceptions to these general conditions of sale shall only be binding if they are subsequent and formalised in writing between the Customer and the Sales Organisation. The Customer acknowledges that he/she has read and fully accepts the Manufacturer’s Code of Ethics and its Organisation, Management and Control Model (pursuant to the Italian Legislative Decree No. 231/2001) – General Section (“OMCM”), available on the website www.texa.com. The Customer undertakes to comply with the principles and provisions of the applicable documents above.