CONTRACT DISCIPLINE

Every aspect of the contract is entirely governed exclusively by Italian law, which regulates its conclusion, execution, interpretation and termination from a substantial point of view. All disputes that may arise regarding the interpretation or execution of obligations arising from this contract are governed exclusively by Italian procedural law. In case of acceptance by ICS Technologies S.r.l. of the customer’s purchase conditions, the clause on the application of Italian law cannot be waived and the aforementioned acceptance is to be understood with the exclusion of any agreement that would involve the regulation of the contract from the substantive and procedural point of view by a different law from the Italian one. The 1980 Vienna Convention, on International Sales, applies to all matters not derogated from the general conditions of sale.

 

 

GENERAL SALES CONDITIONS

The buyer declares that he has read and approved the General Conditions of Sale, listed below

 

1 DEFINITIONS

These general terms and conditions govern the sale by ICS Technologies S.r.l. of goods and/or products and/or services to non-consumers. Each individual contract and/or offer of sale is governed by these general conditions of sale, except for any exceptions and expressly indicated in the contract and/or agreement and/or sales order from ICS Technologies S.r.l. to accepted by the Customer. In addition, any conditions of sale provided for in the contract and/or offer of sale different from these general conditions will prevail over the latter. The application of Italian law to the contract is excluded from the substantive and procedural point of view.

 

  1. Goods/Products/Services: indicate materials, and/or products, and/or services as specified in the contract and/or agreement and/or sales order, in the parts thereof or attachments
  2. Seller: Indicates ICS Technologies S.r.l.
  3. Customer: means any person, firm or organization that commissions to the Seller Goods/Products/Services
  4. Offer: indicates the estimate, including technical annexes or technical specifications, drawn up by the Seller at the request of the Customer.

 

2 OFFERS – CONTRACT

The offers of ICS Technologies S.r.l. do not constitute contractual commitment. The sales contract is concluded in all its aspects when ICS Technologies S.r.l. receives confirmation in writing of the acceptance of the proposal by the Customer in the term of validity of the proposal. Changes in unwritten form are not permitted.

 

3 PRICES

Unless otherwise stated in the Seller’s written offer, the prices are to be understood
ex-works INCOTERMS 2020, and therefore net of transport costs, and do not include VAT or other taxes and charges, which are exclusively at the expense of the Customer. Invoices for sales are payable immediately.

 

4 PAYMENTS

Unless otherwise provided in the written offer of the Seller, payment must be made in full in advance of delivery, and then the payment is due upon issuance of the invoice following completion of the contract. The payment, unless otherwise agreed, is made by bank transfer to the bank details indicated by the seller. In the case of a clause providing for the payment of sums in several instalments, the non-payment or late payment of what is due in relation to a single instalment will result in the forfeiture of the instalments in favour of the purchasing customer, that will be required to pay immediately the full amount due to ICS Technologies S.r.l. in relation to the contract. In the event of late payment by the Customer, the interests provided for by the special legislation relating to late payments in commercial transactions shall apply, as provided for by Legislative Decree no. 231 of 2002, specifically art. 5, which implements European Directive 2000/35/CE relating to the “fight against late payments in commercial transactions”

 

5 DELIVERY

The delivery of the goods is subject to the International Chamber of Commerce (ICC) INCOTERMS 2020 terms of trade, which are in force on the relevant shipment date. Unless a different delivery term INCOTERMS and a different destination are specified in the offer or contract of sale, deliveries shall be considered FCA INCOTERMS 2020, with the related custom export operations at the expense of the Customer. The delivery of the goods is completed by placing the object of sale on the carrier’s medium. The delivery period is considered to have been respected provided that, before its expiry, the Customer has been informed that the goods covered by the supply are ready for shipment.
In the event that the shipment is delayed at the request of the Customer, after notification that the goods are ready for shipment, the costs incurred for storage will be borne by the Customer. In the case of storage and conservation of goods at ICS Technologies S.r.l., the Customer will recognize to ICS Technologies S.r.l. 5% of the invoice value related to the goods stored for the first month of storage, unless otherwise agreed in writing, 15% of the invoice value of the stored goods will be recognized for the following months, except greater damage. Seven (7) days of shipment delay are considered as one (1) month.
Amendments to the delivery address, granted only for materials not subject to export license, must be notified promptly and in any case no later than sixty (60) days before the expected delivery date, on pain of their unacceptability.

6 DELAYED DELIVERY FOR REASONS NOT DUE TO ICS TECHNOLOGIES SRL

ICS Technologies S.r.l. will not be responsible for delivery delays caused by its suppliers. In this case, the customer will directly contact the supplier of ICS to obtain compensation for the damage. ICS Technologies S.r.l. will provide any useful knowledge to the customer to protect their rights.

 

7 WARRANTY CONTENT AND NOTIFICATION OF DEFECTS

If the Customer discovers a defect in the goods, the complaint of the defect must be forwarded by the Customer to ICS Technologies S.r.l. in writing and immediately, or at the latest within eight days of discovery, together with the necessary documentation and detailed explanations. In the presence of proven defects ICS Technologies S.r.l. will decide at its discretion whether to carry out the repair of the good, whether to replace it or whether to provide a replacement part. From the warranty are excluded the transport costs for the return to ICS Technologies S.r.l. of the goods that must be repaired or replaced. These costs are anyway borne by the customer. With regard to claims for compensation by the Customer for the costs incurred, the additional costs due to the transfer of the defective goods to a location other than the place of destination established by the contract are excluded. Warranty rights are excluded if the defects are attributable to the Customer as a result of (examples and non-exhaustive cases):

 

  1. conditions of use other than the intended use of the goods;
  2. incorrect maintenance and installation if not carried out by the Seller or its authorized agents;
  3. misuse or improper handling; tampering or negligence;
  4. excessive use or natural wear;
  5. incorrect repair or repair carried out by unauthorized personnel.

8 CONFIDENTIALITY

The Customer undertakes not to disclose to third parties any confidential information received by the Seller in connection with the contract of sale. The Customer will only use this information to fulfil its obligations and commitments, except as required by law or approved in writing by the Seller.

 

9 LIABILITY FOR DAMAGES

Without prejudice to the provisions of article 1229 of the c.c., in the event of wilful misconduct or gross negligence, ICS Technologies S.r.l. shall not be liable for damages incurred to the Customer arising from the performance of the contract.

 

10 EXCLUSIVE COURT OF JURISDICTION

10.1

The Customer covenants, represents and warrants that the Goods/Products/Services supplied from ICS Technologies S.r.l. will not be sold, supplied, transferred or exported, directly or indirectly (including by means of representatives, agents, distributors or any third parties), to any natural or legal person, entity or body in the Russian Federation and/or Belarus and/or re-exported for use in the Russian Federation and/or Belarus, or transferred for intended final use in the territory of the Russian Federation and/or Belarus.

10.2

The Customer covenants to ensure that a provision similar to Article 10.1 is inserted in all its contracts with third parties having as their object the Goods/Products/Services and undertakes to promptly notify ICS Technologies S.r.l. all such contracts as well as all breaches of the above covenants, representations and warranties.

The Customer shall monitor and detect any third-party behavior down the trade chain, including any resellers, that frustrates the purposes of Article 10.1 above.10.2 The Customer covenants to ensure that a provision similar to Article 10.1 is inserted in all its contracts with third parties having as their object the Goods/Products/Services and undertakes to promptly notify ICS Technologies S.r.l. all such contracts as well as all breaches of the above covenants, representations and warranties.
The Customer shall monitor and detect any third-party behavior down the trade chain, including any resellers, that frustrates the purposes of Article 10.1 above.

10.3

The Customer acknowledges that ICS Technologies S.r.l. is under a duty to notify the Italian authorities any breach of the above covenants, representations, and warranties. Within *** days of the relevant request by ICS Technologies S.r.l., the Customer shall submit all documentation and information relating to its performance under this clause.

10.4

In case of breach of any of the above covenants, representations and warranties by Customer at any time, ICS Technologies S.r.l. shall be entitled to terminate any and all pending contracts executed between ICS Technologies S.r.l. and the Customer pursuant to article 1456 of the Italian Civil Code by written notice, without prejudice to its right to: (i) immediately receive all the consideration, irrespective of any contractual delayed payment provision; (ii) claim damages as a consequence thereof; (iii) any legal actions.

10.5

The Customer shall indemnify and hold harmless ICS Technologies S.r.l. against any liability, losses, damages (including reputational damages) or costs (including any legal costs) incurred or suffered by ICS Technologies S.r.l. as a result of any such breach.

11 EXPORT CONTROL AND INTERNATIONAL ECONOMIC SANCTIONS

11.1

The Customer acknowledges that the export of the Goods/Products/Services outside the customs territory of the European Union and/or towards certain entities or destinations could be subject to control by competent authorities. The Customer undertakes to put in place all the necessary measures to comply with Italian, EU, UK and/or US laws and regulations on export control and international economic sanctions.

11.2

The Customer further covenants to provide ICS Technologies S.r.l. with all documentation, in whatever form, as necessary to allow ICS Technologies S.r.l. to: (i) conduct any due diligence activity (e.g., without limitation, any due diligence form) and (ii) apply for any necessary authorizations and/or permits (e.g., without limitation, end user statement) to comply with its obligations under Italian, EU, UK and/or US laws and regulations on export control and international economic sanctions. Without prejudice to any other remedy available to ICS Technologies S.r.l., the Customer shall indemnify and hold harmless ICS Technologies S.r.l. from any liability, damage or detrimental consequence arising out of the failure to perform the obligations under this 11.2.

11.3

In the event that the Goods/Products/Services procured from ICS Technologies S.r.l. were to be exported or re-exported by the Customer, the Customer undertakes to transfer these Goods/Products/Services to customers not included in any list of natural or legal persons, entities or bodies subject to restrictive measures by the European Union, the United Kingdom, the United States of America, and/or by the United Nations, nor owned or controlled by any such person or entity (i.e. “Designated Party”).

11.4

The Customer relieves ICS Technologies S.r.l. of any liability, damage or detrimental consequence, that may arise from any violation of the applicable provisions concerning export control and international economic sanctions in relation to the Goods/Products/Services procured from ICS Technologies S.r.l.. The Customer undertakes to transfer the provisions of this article also to its possible customers.

11.5

In the event that the performance of ICS Technologies S.r.l. is prevented or made unreasonably difficult or commercially uneconomic by the occurrence of one of the following events (each an “Excusing Event”):

  • any change in the laws of the Italian Republic, and/or of the European Union, and/or of the United Kingdom, and/or of the United States of America, including, but not limited to, the adoption of export control measures or international economic sanctions of any kind that may impact the obligations of ICS Technologies S.r.l.;
  •  any amendment, extension or revision, or any change in the interpretation or in the application, by any court, tribunal or regulatory authority with competent jurisdiction, of any laws of the Italian Republic, and/or of the European Union, and/or of the United Kingdom, and/or of the United States of America, existing at the time of execution of this agreement, on export control or international economic sanctions;
  •  failure to obtain any authorization, permit or license necessary for the efficacy or execution of the supply of the Goods/Products/Services by any competent authority;
  • any other event, whether or not similar to the ones specified above, outside the control of ICS Technologies S.r.l., which would prevent the execution of the sale at the originally agreed terms, because of laws on export control and/or international economic sanctions of the Italian Republic, and/or of the European Union, and/or of the United Kingdom, and/or of the United States of America

then ICS Technologies S.r.l. shall notify in writing the occurrence of an Excusing Event to and consult the Customer in good faith on any useful or appropriate steps to be taken to ensure the regular execution of the transaction. The fulfillment of the Parties’ respective obligations will be suspended during the consultation period since the date of the notification of the Excusing Event. In case after the consultation, it appears that the obligations of ICS Technologies S.r.l cannot be further executed because they have become invalid or unlawful under the applicable law, the contract and/or any other transaction between the Parties shall be terminated without any right of the Customer to obtain compensation or any other similar relief. In case the obligations of ICS Technologies S.r.l are not unlawful or invalid per se, but they have become impossible or uneconomic, the execution of the supply shall be suspended since the date of the notification of the Excusing Event until the Excusing Event terminates. In this last case, ICS Technologies S.r.l and the Customer shall strive to minimize, as far as reasonably possible, the prejudice determined to each of them by such suspension.

12 EXCLUSIVE COURT OF JURISDICTION

By way of derogation from the rules of the Code of Civil Procedure, which determine the competent court, in the event of any dispute on any grounds as to the validity of the contract, its interpretation, the performance of the obligations arising therefrom, the Parties recognise Fermo as the exclusive place of jurisdiction.