General conditions of sale
MANUFACTURER: the MANUFACTURER is TEXA SpA.
SALES ORGANISATION: the party making the sale of the PRODUCTS to the CUSTOMER. MANUFACTURER and SALES ORGANISATION may coincide
CUSTOMER: the party who purchases the PRODUCTS from the SALES ORGANISATION.
PRODUCTS: the ones being sold by the SALES ORGANISATION and indicated in the SPECIAL CONDITIONS. In any case, this includes only PRODUCTS listed in the official TEXA SpA retail sales price list.
SPECIAL CONDITIONS: the conditions agreed between the SALES ORGANISATION and THE CUSTOMER regulating the specific purchase conditions of the PRODUCTS.
2. PURCHASE ORDER, PRICE AND TERMS OF PAYMENT
The price agreed upon is indicated in the SPECIAL CONDITIONS and 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, are to be charged to the CUSTOMER. If such works are necessary, they must be performed according to the specifications issued by the MANUFACTURER.
Payment must be in compliance with the terms set forth in the SPECIAL CONDITIONS or, in the event the terms have not been agreed upon, payment will be made 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 CLIENT 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 CLIENT of the confirmed purchase order. In the event of delays in payment, the CUSTOMER must pay the legal interest rate, plus 4%, on the balance due, as well as any costs sustained for recovery of the credit.
3.DELIVERY, TRANSFER OF OWNERSHIP AND ACCEPTANCE
The term of delivery indicated in the SPECIAL CONDITIONS is approximate. Nevertheless, should the SALES ORGANISATION fail to communicate the availability of the PRODUCT ordered to the CUSTOMER within a period of tolerance of four weeks from the term of delivery indicated, the CUSTOMER will have the right to cancel the order by simple written communication to the SALES ORGANISATION and may require return of the amount paid as a down payment to confirm the order, plus interest, to be calculated at a rate of 4% per year.
The PRODUCTS may be delivered in different lots. The place of delivery is indicated in the SPECIAL CONDITIONS if it is different from the legal registered office. Transfer of ownership of the PRODUCTS will take place only after payment of the entire amount due. Until this time, the CUSTOMER cannot modify the PRODUCTS, use them as collateral or resell them. The SALES ORGANISATION may regain possession of the PRODUCTS, even by going to the place where they are stored. The SALES ORGANISATION may file suit to obtain payment prior to transfer of ownership. The risk of loss of the PRODUCTS is transferred to the CUSTOMER upon delivery of the PRODUCTS. Upon delivery of the PRODUCTS, the CUSTOMER must examine them within eight (8) days to ascertain whether there are any defects or non-conformities. Upon expiry of this term, the PRODUCTS will be understood as having been accepted by the CUSTOMER. If the SALES ORGANISATION agrees to render the PRODUCTS, at their own discretion and with no obligation of any kind, they must be returned in their original condition, with the respective packaging, proof of purchase and with a return note for rendered goods. Costs for return of the goods are to be charged to the CUSTOMER.
4. MODIFICATIONS IN CONSTRUCTION
Due to the constant evolution of technology, the rationalisation of industrial processes and the variability of the components of construction determined by changes in sources of procurement, the PRODUCTS are subject to continuous evolution, which may involve modifications in the construction and may concern the electronic and mechanic parts or aesthetic features of the PRODUCTS (including shade of colour and decorative elements).
Additionally, the informative data shown in brochures and publicity documents in general are not binding and 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. PRODUCT GUARANTEE
5.1 HARDWARE: The SALES ORGANISATION guarantees the PRODUCT against failures and manufacturing defects ascertained and recognised by the MANUFACTURER’S assistance network, for a period of twenty-four months, effective from the date of delivery or activation of the software. The warranty terms may, however, differ for specific types of components and parts of the PRODUCTS. These different warranty terms will be communicated in writing by the MANUFACTURER and/or will be available/accessible in the reserved Area of Service code program and/or on the website www.TEXA.it. The guarantee consists of the obligation of the SALES ORGANISATION and/or authorised assistance centre to restore the functional efficiency of the PRODUCTS, through replacement or repair of the defective parts, free of charge.
The guarantee does not cover defects or malfunction due to: 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; b) software, hardware, interface and any other assembled component used with TEXA PRODUCTS, but not supplied by the MANUFACTURER’S official sales and assistance network; c) unauthorised modifications or use not in conformity with the intended use; d) use of the PRODUCTS in an environment that does not satisfy the requirements specified for the PRODUCT; e) erroneous preparation or maintenance of the environment where the PRODUCTS are used.
5.2 SOFTWARE: Although the MANUFACTURER has taken all possible precautions to ensure the accuracy of the information contained and visualised in the software, he cannot guarantee that the software or any information contained and visualised therein will satisfy the CUSTOMER’S requirements, is devoid of errors, will operate indefinitely and that any defects in the software can be corrected.
5.3 LOCATION WHERE ASSISTANCE IS PROVIDED UNDER GUARANTEE: : All repairs relative to the guarantee, unless agreed otherwise in writing, must be performed at the MANUFACTURER’S premises or at the MANUFACTURER’S authorised assistance centre. All expenses sustained for the transportation of the PRODUCT to be repaired from the CUSTOMER’S premises to the assistance centre and/or for travel of the MANUFACTURER’S assistance personnel or of the assistance centre to the premises of the CUSTOMER are to be charged to the CUSTOMER.
5.4 TRANSPORTATION: The guarantee does not cover damages sustained during transportation and breakage due to improper packaging performed by the CUSTOMER in the event goods are rendered for repairs.
Before delivery to the CUSTOMER, the PRODUCT is tested by the MANUFACTURER and by the SALES ORGANISATION (if scheduled). Nevertheless, the PRODUCTS always require maintenance (such as, for example, inspection of condensation filters and gases in the “gas analyser” product, of the smoke chamber in the “opacimeter” product, of the battery charge in portable PRODUCTS, etc.). The right to service under guarantee will be void in the event of failure to perform all of the minimum maintenance interventions as listed in the user manual provided with the PRODUCT.
7. SOFTWARE LICENCE
The MANUFACTURER grants the CUSTOMER the right to use the software contained in the PRODUCTS purchased, on the basis of a non-exclusive user’s licence contract, and for the sole purposes described in the PRODUCT user’s manual. For the intents and purposes of the user’s licence contract, the “software” refers to the programme installed in the PRODUCT and the “licence” refers to the right to use or access a certain copy of the specific software.
The licensee CUSTOMER must preserve the licence contract as proof of his right to use the software, granted by the licensing manufacturer. Should the CUSTOMER licensee fail to accept the terms of the user licence contract, he must immediately return the PRODUCT containing the software to the SALES ORGANISATION, together with the material and documentation provided.
The software installed in the PRODUCT is the intellectual property of the MANUFACTURER and his suppliers. The structure, organisation and code of the software constitute important industrial secrets and are confidential information owned by the MANUFACTURER and his suppliers. The software is protected by copyright laws, as well as other laws and international treaties on intellectual property. The CUSTOMER may use only one copy of the software for each user licence acquired, or a previous version of the software for the same operating system.
THE CUSTOMER is prohibited from:
A) Renting, transferring, granting sub-licences, loaning, copying, modifying, reproducing, translating, redesigning, decomposing or disassembling the software obtained with the user’s licence, or the information contained in it.
B) Transmitting the software or any part thereof by cable, ether or any other means.
C) Creating works or deriving others, based even only partially on the software or information contained in it or associated with it.
D) Using, reproducing, printing or marketing the software or the information contained in it in a manner not contemplated in this agreement.
The user licence contract is valid until termination of the software user’s contract. The contract will terminate upon destruction of the software and its documentation. After use, the CUSTOMER agrees to destroy all copies of the software, whether they are stored on a memory card, on a CD-ROM, Hard Disk or any other memory support, along with the relative documentation.
The rights and obligations contained in the user licence contract cannot be transferred or transmitted to third parties without the written consent of the MANUFACTURER.
The software is installed and used by the CUSTOMER at his own risk and the MANUFACTURER cannot be held responsible, under any circumstances whatsoever, for any loss or damage, including the loss of profit or other losses due to the use or inability to use the software in association with any other program.
It is the CUSTOMER’S responsibility to control the possible presence of information technology viruses in the PRODUCTS where the software is installed. The MANUFACTURER accepts no responsibility for losses, damages or costs of any kind caused by the presence of a virus.
The CUSTOMER is responsible for the use of any instrument and software program made available by the MANUFACTURER and sold by the SALES ORGANISATION. The CUSTOMER promises to indemnify the MANUFACTURER and SALES ORGANISATION and to hold them exempt from any damage caused by improper use of the PRODUCTS (including the software) sold by the SALES ORGANISATION and purchased by the CUSTOMER and use of the PRODUCTS not in conformity with the indications contained in the programs and user’s manuals.
The CUSTOMER must use all of the data and information obtained by the MANUFACTURER or the SALES ORGANISATION directly or through the programs and user’s manuals, 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.
9. TRANSFER OF THE CONTRACT
In the event of cessation, for any reason, of the contractual relationship of the authorised SALES ORGANISATION and assistance centre for TEXA products, the right to designate another authorised TEXA SALES ORGANISATION, which will take over this contract, will be irrevocably conferred upon TEXA. This transfer will be effective upon the date of communication to the CUSTOMER. The SALES ORGANISATION will remain owner of all rights and obligations arising prior to the date of transfer .
Upon signature of this Contract, the CUSTOMER accepts the transfer of this Contract from the SALES ORGANISATION to TEXA or to another authorised sales organisation designated by TEXA.
10. . FORCE MAJEURE
Delays in fulfilment of contractual obligations may be justified by events which delay the process of manufacture, distribution or repair, such as suspension of work, labour union unrest, supervening and unforeseen productive capabilities of the MANUFACTURER, suspension of transportation services or the supply of energy, provisions enacted by the Public Administration, natural calamities or other causes due to force majeure or fortuitous events, which may take place at the MANUFACTURER’S or his suppliers’ premises, during transportation or at the premises of the SALES ORGANISATION.
11. CONFIDENTIALITY AND CUSTOMER’S OBLIGATIONS
Both Parties promise to hold the information of a technical and commercial nature, exchanged within the ambit of this sales contract or during the phase of preparation of the contract, as strictly confidential, and to refrain from divulging such information to third parties without the prior written consent of the other Party. This obligation will remain, with no time limit, and therefore even successively to the cessation of the cited Contract with the SALES ORGANISATION.
The CUSTOMER also makes a commitment hereunder, not to purchase the PRODUCTS as a representative, agent or solicitor of the MANUFACTURER’S competitors.
12. INFORMATION ON THE PROCESSING OF PERSONAL DATA PURSUANT TO EU REGULATION N. 2016/679
In accordance with Articles 13 and 14 of EU Regulation n. 2016/679, please note that the personal data provided by the CUSTOMER will be treated by the SALES ORGANISATION and the MANUFACTURER in hard copy, information technology and telematic formats, for the following purposes:
1. For contractual and legal requirements;
2. For market analysis, marketing activities, statistics and for effective commercial management;
3. To send publicity and promotional materials through email or sms systems, relative to future commercial initiatives and to announce new products, services and offers, even of third parties, relative to the automotive and transportation sector.
With respect to the purposes indicated in point a), we wish to specify that the nature of conferral of your data is obligatory by law, when possible refusal would make it impossible to perform this contract, while for the purposes indicated in points b) and c), the nature of conferral is elective, therefore we request your specific consent, with the specification that possible refusal of consent will have no consequence on the activities subject to this contract. While the communications and divulgation made in performance of legal and contractual obligations remain, the data will be communicated in Italy, in respect of the above-indicated purposes, to the following external parties: institutions of credit and other financial intermediaries, for fulfilments related to the commercial relationship (e.g. payments), professionals, consultants and service providers, and possibly to legal offices and credit recovery companies. You will have the option of exercising your rights under Articles 15-22 of EU Regulation n. 2016/679, by sending a special written request to the email address: email@example.com, as well as a right a claim to the Privacy Authority for the protection of personal data (Article 77 of EU Regulation No. 2016/679).
The owner of the treatment is
Registered office: Via 1 Maggio, 9 – 31050 Monastier di Treviso – ITALY
Administrative headquarters and plant: Via Vallio – 31050 Monastier di Treviso – ITALY
13. COMPLEMENTARY AGREEMENTS
Any additional agreements or agreements made as an exception to these conditions of sale, are binding only if they are stipulated in writing.
The CUSTOMER acknowledges that the SALES ORGANISATION has no powers of representation of the MANUFACTURER.
14. COMPETENT COURT
This Contract will be regulated by Italian Law and the exclusively competent court will be the district in which the SALES ORGANISATION has its legally registered office