A.T.I.B. Elettronica SRL’s
General Terms and Conditions of sale
The General Terms and Conditions of sale apply to contracts between A.T.I.B. Elettronica SRL and its Customers relating to the sale of Products and/or services. These General Terms and Conditions are also available in digital form on A.T.I.B. Elettronica SRL’s website: www.atibelettronica.it. Related web link is also notified on each order confirmation and at the bottom of each user manual.
1 – DEFINITIONS
1-1 In these terms and conditions:
a. “A.T.I.B. Elettronica SRL” means A.T.I.B. Elettronica SRL, VAT number IT 01526630981, with its registered office in via XXIV Maggio 2H, 25030 Longhena (BS) Italy.
b. “Customer” means the party that requests and/or receives an offer or sends an order to A.T.I.B. Elettronica SRL and, if applicable, its successors and/or assignees;
c. “Order confirmation” means the written communication with which A.T.I.B. Elettronica SRL confirms acceptance of the order to the Customer, finalizing the Agreement;
d. “General Conditions” means these General Terms and Conditions;
e. “Offer” means the document and its annexes that A.T.I.B. Elettronica SRL submits to the Customer in order to check the Customer’s willingness to place an order;
f. “Order” means the document and its annexes sent for acceptance to A.T.I.B. Elettronica SRL, with which the Customer requests the supply of Products;
g. “Agreement” means the set of terms and conditions, the Order, and the order confirmation;
h. “Product(s)” means the goods including components, accessories and services, and any part thereof specified in the Order Confirmation;
i. “Supply” means the overall subject of the order confirmation.
1-2 These General Terms and Conditions of sale shall apply to any sales Agreement between A.T.I.B. Elettronica SRL and a Customer and will form an integral part of the Agreement.
2 – OFFERS
2-1 No Offer made by A.T.I.B. Elettronica SRL shall be binding with regard to price, content, execution, delivery times and availability, unless stated otherwise by A.T.I.B. Elettronica SRL in writing. If a non-binding Offer is accepted by a Customer, A.T.I.B. Elettronica SRL may withdraw the Offer within ten (10) business days of receipt of acceptance of that Offer by the Customer.
2-2 The contents of price lists, brochures and other information provided in connection with an offer will be as accurate as possible, but shall only be binding if expressly confirmed in writing by A.T.I.B. Elettronica SRL. Any models, samples or examples supplied by A.T.I.B. Elettronica SRL shall only be considered representative and may contain small differences with respect to the Products actually delivered.
3 – AGREEMENTS
3-1 The Agreement is finalized between the parties when A.T.I.B. Elettronica SRL, after receiving the Order, communicates its acceptance. The order confirmation made by A.T.I.B. Elettronica SRL shall be valid only if made in writing. The Agreement will be binding if A.T.I.B. Elettronica SRL fills the order by delivering the goods and these are not immediately disputed in writing and returned.
3-2 If A.T.I.B. Elettronica SRL’s order confirmation differs from the Customer’s order, the Customer shall be deemed to have accepted the contents of A.T.I.B. Elettronica SRL’s order confirmation, unless a written notice to the contrary is received by A.T.I.B. Elettronica SRL within two business days from the date of the order confirmation.
3-3 Cancellation or annulment of the order by the Customer will entitle A.T.I.B. Elettronica SRL to reimbursement of the costs for the materials purchased, work carried out and loss of earnings.
4 – PRICES
4-1 The price indicated in an Offer does not include VAT, or any other tax or duty, packing costs, transport costs, insurance premiums, import duties, and in general taxes or financial charges related to sales or exports, unless stated otherwise by A.T.I.B. Elettronica SRL or agreed upon between A.T.I.B. Elettronica SRL and the Customer.
4-2 Unless otherwise stated in writing, the prices specified by A.T.I.B. Elettronica SRL shall be based on delivery ex works at the A.T.I.B. Elettronica SRL’s factories in Italy (Ex Works, Incoterms 2020).
4-3 The agreed price will be fixed, but A.T.I.B. Elettronica SRL may adjust it if the cost price has changed significantly due to unforeseeable circumstances beyond A.T.I.B. Elettronica SRL’s control. If this leads to a price increase of forty percent (40%) or more over the agreed net price, the Customer shall be entitled to terminate the Agreement by written notification without either party incurring any liability. The Customer shall bear the cost of any price fluctuations resulting from a government measure, including, by way of example but without limitation, an increase in VAT; the above will not however entitle the Customer to withdraw from the Agreement.
4-4 A price quoted by A.T.I.B. Elettronica SRL shall only apply in relation to the specifications agreed upon.
4-5 Should the Agreement be amended and/or supplemented at the request of the Customer, or if A.T.I.B. Elettronica SRL does not receive the Customer’s instructions in good time, the Customer shall pay A.T.I.B. Elettronica SRL any costs incurred in relation to the above.
5 – PAYMENT
5-1 In accordance with these Terms and Conditions and unless otherwise agreed between the parties, payment must be made within thirty (30) days from the invoice date. If the Customer does not make payment within the terms specified, the Lessor may commence legal proceedings to recover the outstanding sums without further notice. The “value date” indicated on the A.T.I.B. Elettronica SRL’s bank statements will be considered as the date of actual payment.
5-2 The Customer shall not postpone or delay payments on the grounds that A.T.I.B. Elettronica SRL must, in turn, outstanding debts towards the customer, or has any other obligation towards the Customer. No offset is accepted, unless otherwise agreed by the parties.
5-3 In the event of late payment, the Customer shall pay the interest calculated in accordance with article 5 of Italian Legislative Decree 231/02 – EU Directive 2000/35/EC and Italian Legislative Decree 192/12 – EU Directive 2011/7/EU, without prejudice to any greater loss.
5-4 A.T.I.B. Elettronica SRL may charge the Customer for any other expense incurred, whether legal or otherwise, for recovering or obtaining forced fulfillment of any obligation to pay.
5-5 At the time of signing the Agreement and subsequent to it, the Customer shall be obliged, if so requested by A.T.I.B. Elettronica SRL, to provide adequate guarantees, such as a bank guarantee or a letter of credit, in respect of the payments and any other obligations related to this Agreement. In such circumstances, A.T.I.B. Elettronica SRL has the right to suspend its obligations, including delivery, until the required guarantee has been provided.
5-6 All payments made to A.T.I.B. Elettronica SRL by the Customer shall be considered in the following order: expenses, interest, capital, starting at the oldest sums. The Customer is not entitled to withhold payment, neither for delivery delays nor for the incomplete supply of non-essential parts.
6 – RESERVATION OF TITLE
6-1 Without prejudice to the other clauses contained in these General Terms and Conditions of sale, A.T.I.B. Elettronica SRL shall retain ownership and title to the Products supplied to the Customer until the latter has made full payment of all amounts due to A.T.I.B. Elettronica SRL under the Agreement.
6-2 The Customer shall, at its own expense, obtain adequate insurance coverage for the Products owned by A.T.I.B. Elettronica SRL. This coverage shall cover loss, damage and theft.
7 – DELIVERY TIMES
7-1 Delivery will be made by the date specified in the Agreement. A tolerance of two hundred forty (240) days is applied to the delivery time (so-called “late delivery”), at the end of this grace period the Customer is entitled to withdraw from the Agreement by written notice to A.T.I.B. Elettronica SRL.
7-2 A.T.I.B. Elettronica SRL shall not be held liable for any expense, loss or damage incurred by the Customer or by any third party due to a late delivery. The Customer cannot cancel the Agreement solely on the basis of late delivery.
7-3 Failure to comply with the terms of delivery and tolerance due to force majeure, as envisaged in article 17 (Force majeure), does not constitute a breach. A.T.I.B. Elettronica SRL shall inform the Customer in writing about the specific reasons for the delay, stating in any case the new deadline by which it will be delivered.
7-4 In the event of late delivery of the Products for reasons attributable to the Customer (e.g. delay in sending technical specifications, change orders subsequent to order confirmation, delayed payments, provision of incorrect information), A.T.I.B. Elettronica SRL shall not under any circumstances be held liable for any delays.
8 – DELIVERY
8-1 Unless agreed otherwise in writing, delivery will take place ex works at the A.T.I.B. Elettronica SRL factories in Italy (Ex Works, Incoterms 2020).
8-2 The Customer shall cooperate with the delivery and shall take receipt of the Products. If the Customer fails to take receipt of the Products for a period longer than ten (10) business days, A.T.I.B. Elettronica SRL will have the right to withdraw from this Agreement without prejudice to its right to claim compensation for losses or damages. In the event of termination of the Agreement, the Customer shall still be obliged to store the Products at its own expense and shall be responsible for them until their collection by A.T.I.B. Elettronica SRL.
8-3 A.T.I.B. Elettronica SRL may suspend delivery if the Customer does not make even just one payment by the agreed deadline or defaults on any other obligations it has with A.T.I.B. Elettronica SRL.
8-4 A.T.I.B. Elettronica SRL may suspend deliveries after signature of the Agreement if the economic conditions of the Customer change substantially, as in the case of one or more protests for non-payment, enforcement procedures, pledges or liens, requests for creditors’ arrangements or termination of business. A.T.I.B. Elettronica SRL may make partial deliveries at any time. Each partial delivery shall in all aspects be considered a separate delivery.
9 – TRANSPORT AND RISK
9-1 The goods are sold ex works at the A.T.I.B. Elettronica SRL factories in Italy (Ex Works, Incoterms 2020). If terms other than delivery ex works A.T.I.B. Elettronica SRL’s factory in Italy are agreed, A.T.I.B. Elettronica SRL may at its sole discretion, in the absence of instructions from the Customer and without having to take accept any responsibility, determine the most suitable method of transport, shipping and packing.
9-2 The Customer shall arrange adequate insurance coverage for any transport risks. This is without prejudice to any other agreement set down in writing.
10 – DOCUMENTS AND INFORMATION SHEETS
10-1 All drawings, illustrations, brochures, data sheets and any other documents and/or information provided by A.T.I.B. Elettronica SRL to the Customer in relation to the Agreement shall remain the property of A.T.I.B. Elettronica SRL and are provided to the Customer solely for the purpose of executing the Agreement. The Customer shall return these documents immediately to A.T.I.B. Elettronica SRL upon simple request.
10-2 Without the express written permission of A.T.I.B. Elettronica SRL, the Customer may not copy or disclose the information referred to in Article 10-1 of these General Terms and Conditions of sale, or any other related content.
11 – EXPORT
11-1 The Customer shall bear any administrative expenses for exports to non-EU countries. The Customer must provide the related documentation to A.T.I.B. Elettronica SRL upon simple request.
12 – INSPECTION OF GOODS UPON DELIVERY
12-1 The Customer is required to check the supply covered by this Agreement at the place of delivery within seven (7) business days of delivery. The Customer shall inform A.T.I.B. Elettronica SRL in writing about any complaint relating to a non-conformity of the supply, together with a statement of the reasons for the complaint, within three (3) days of expiry of the period referred to in the preceding paragraph. Any packaging discomformity must be notified to the carrier and to A.T.I.B. Elettronica SRL in writing upon reception of the goods.
12-2 The Customer shall forfeit all rights associated with a complaint relating to a possible non-conformity of the supply if A.T.I.B. Elettronica SRL is not given a reasonable opportunity and the tools needed to analyze the contents of said complaint. If requested by A.T.I.B. Elettronica SRL, the Customer shall, at its own expense and within thirty (30) days of A.T.I.B. Elettronica SRL’s first request, securely package the Products that are the subject of the complaint (or any part thereof) and return them to A.T.I.B. Elettronica SRL. The Customer shall return to A.T.I.B. Elettronica SRL only the Products indicated by the latter in writing.
12-3 A complaint relating to any non-conformities of the goods delivered does not exempt the Customer from fulfilling the remaining obligations, including payment.
12-4 If the Customer requests return of the Products due to an incorrect order attributable to it (Customer’s responsibility), A.T.I.B. Elettronica SRL will charge the Customer thirty percent (30%) of the value of the goods as the cost of restocking. A.T.I.B. Elettronica SRL also reserves the right not to accept any returns, if the Product is customized and not marketable.
13 – WARRANTY
13-1 A.T.I.B. Elettronica SRL guarantees that the Products are free of flaws or defects in materials or workmanship and that they comply with the specifications laid down in the Agreement for a period of twelve (12) months from delivery to the Customer.
In the case of used and reconditioned Products and/or spare parts, the warranty period is six (6) months.
13-2 The Warranty does not apply in the following cases:
a. the instructions for maintenance, installation or operation have not been complied with;
b. the fault is the result, in whole or in part, of unusual, improper, reckless or negligent use of the Products;
c. the delivered Products have been modified, adapted or altered in any way, unless previously authorized in writing by A.T.I.B. Elettronica SRL;
d. the delivered Products have been transferred to third parties or processed;
e. the fault is the result, in whole or in part, of repairs carried out by unqualified mechanics;
f. the delivered Products have been damaged (including damage caused by external reasons), deteriorated or spoiled in any way for reasons not due to A.T.I.B. Elettronica SRL;
g. normal wear and tear of the Product;
h. the non-conformity is due, in whole or in part, to compliance with current regulations;
i. use of materials and components by A.T.I.B. Elettronica SRL at the specific request of the Customer and the non-conformity is minor, due to imperfections in color and finish;
j. non-conformities that are within the minimum technical tolerance in relation to the size, functionality and construction requirements of the Product or minor defects that do not affect its functioning;
k. the delivered Products have been used outside the permitted ranges specified;
l. the delivered Products have been used outside the defined parameters in accordance with Product specifications;
m. the number of total charging cycles exceeds three hundred (300) in the case of conventional battery chargers and four hundred (400) in the case of high-frequency battery chargers;
n. there is evidence that both ordinary and extraordinary maintenance were not carried out on the Product.
13-3 In the event of defects or lack of conformity of the Product, A.T.I.B. Elettronica SRL shall replace the defective parts and/or restore the Product, bearing the related costs. Labour is free of charge nearby A.T.I.B. Elettronica SRL’s factory in Longhena. If carried out nearby at customer’s or users’s site it will be on chargeable basis. Delivery costs of replacement components and transport costs for any return of the material to A.T.I.B. Elettronica SRL’s factory in Longhena are always at Customer’s expense.
If the Customer proceeds to solve the problem by replacing the defective parts and/or restoring the Product without first contacting A.T.I.B. Elettronica SRL, all related expenses shall be borne by him and no compensation may be claimed.
All replaced Products will automatically become the property of A.T.I.B. Elettronica SRL, since it has replaced them. Repairs and replacements must be made within a reasonable time so as to minimize the inconvenience to the Customer. The replacement of a component during the warranty period leaves the warranty period of this article 13 (Warranty) unchanged in relation to the whole Product and/or the component that has been replaced.
14 – RESPONSIBILITY
14-1 A.T.I.B. Elettronica SRL shall not, in any case, be liable in the following circumstances:
a) force majeure, as defined in the following Article 17;
b) malice or negligence, even consequent to omissions by employees of A.T.I.B. Elettronica SRL, third parties employed by A.T.I.B. Elettronica SRL, persons authorized by A.T.I.B. Elettronica SRL, including instructions provided to such persons
c) relating to the application or use of the Products provided by A.T.I.B. Elettronica SRL, except for malice or gross negligence by the directors of A.T.I.B. Elettronica SRL;
d) unsuitability of the Products for specific and/or special uses;
e) Products that have been resold by the customer to third parties;
f) loss of or damage to the Products in circumstances in which the Warranty is not applicable, in compliance with Article 13 (Warranty);
g) direct or indirect damage, including loss of profits or damage to third parties.
14-2 The Customer shall hold A.T.I.B. Elettronica SRL harmless from any claim for compensation, however named, by third parties, for loss or damage in relation to the Products provided to the Customer by A.T.I.B. Elettronica SRL, except in cases where the loss and damage are derived from a voluntary act or omission (e.g. design work) or from gross negligence by A.T.I.B. Elettronica SRL’s directors.
15 – INTELLECTUAL PROPERTY RIGHTS
15-1 A.T.I.B. Elettronica SRL will remain the owner of its intellectual and/or industrial property rights even after delivery of the Products to the Customer, unless agreed otherwise in writing.
15-2 The Customer shall not modify or alter any mention of intellectual and/or industrial property rights indicated on the Products.
15-3 If the Products are made according to plans, models, or other elements provided by the Customer, the latter shall hold A.T.I.B. Elettronica SRL harmless from any claim for compensation, however named, presented by third parties in relation to the delivered Products, with particular reference, but without any limitation, to any infringement of intellectual or industrial property rights belonging to third parties.
16 – TERMINATION, COMPENSATION, EXTENSION
16-1 The Customer shall be deemed in default under the law and any amount due to A.T.I.B. Elettronica SRL shall immediately become payable and collectible (lapse of deferred payment terms – article 1186 of the Italian Civil Code), if the Customer:
a) declares bankruptcy, is declared bankrupt (unless otherwise provided for by specific national regulations), transfers its assets to pay off other creditors preferentially, requests a moratorium on payments, or if all or part of the Customer’s assets are seized and this bond is not removed within ten (10) days of its imposition;
b) after being informed in writing of its non-compliance, fails to fulfill all or part of its obligations under the law or the Agreement (including any provisions contained in these General Terms and Conditions of sale);
c) fails to pay all or part of an invoice within the agreed period; or
d) liquidates its company or decides to liquidate it, to cease its business, to transfer the whole company or part of it, or to contribute it to a new subject, to change the objects of the business or to wind up the company.
16-2 In the cases described in Article 16-1 of the General Terms and Conditions of sale, A.T.I.B. Elettronica SRL, at its sole discretion, with no obligation to pay any fee or compensation, without prejudice to its other rights (such as its right to demand penalties and interest already due and its right to remuneration), without need for formal notice and with no obligation to take legal action:
a) may postpone the fulfillment any obligations it might have with the Customer until the latter has fulfilled all its obligations with A.T.I.B. Elettronica SRL;
b) may withdraw from the Agreement, even partially, by sending the Customer specific written notice;
c) may request full and immediate payment of any amount that the Customer is obliged to pay to A.T.I.B. Elettronica SRL, even before the due date; and/or
d) before proceeding with further fulfillment of its obligations, may request and obtain a guarantee from the Customer for its punctual compliance with the payment obligations.
17 – FORCE MAJEURE
17-1 The parties shall not be responsible for delays or malfunction deriving from force majeure.
17-2 In the case of A.T.I.B. Elettronica SRL, force majeure shall mean, by way of example but not limited to: natural disasters, strikes, workers’ unrest, sickness of employees or staff of A.T.I.B. Elettronica SRL, lockouts, riots, default or delay by A.T.I.B. Elettronica SRL’s suppliers of all or part of the Products, acts of war, epidemics, interruption or suspensions of transportation, requisitions, which may even be partial, by the Authorities, import and/or export bans, national laws issued after the signing of the Agreement, fires and explosions, telecommunication line failures, electric power outages, earthquakes, floods and similar natural disasters.
17-3 The existence of force majeure will not justify non-payment or the suspension of payments by the Customer.
17-4 Should a case of force majeure occur, the delivery and other obligations of A.T.I.B. Elettronica SRL will be suspended.
17-5 Should fulfillment of the obligations of A.T.I.B. Elettronica SRL be limited or prevented by force majeure for a period exceeding three (3) months, the other party shall be free to withdraw from the Agreement by sending specific written notice.
After sending the notification, no party shall have any further obligation under the provisions of this Agreement, without prejudice to any obligations which both parties might have in relation to Products already delivered.
18 – INVALIDITY
18-1 The invalidity of one or more clauses of these General Terms and Conditions of sale will not result in the invalidity of the Agreement and of the other clauses which shall retain their full force and effect.
19 – GOVERNING LAW AND JURISDICTION
19-1 These General Terms and Conditions of sale, the Agreement and any other agreement deriving from the Agreement or relating to the Agreement shall be governed exclusively by Italian law.
19-2 Any disputes deriving from these General Terms and Conditions of sale, the Agreement and any agreement deriving from the Agreement or relating to the Agreement shall be referred to the sole jurisdiction of the Court of Brescia, Italy.
19-3 The parties will in any case have the right to refer resolution of the dispute to the Arbitration Chamber of the Chamber of Commerce of Brescia, Italy.
20 – PRIVACY
20-1 Personal data collected directly and/or through third parties by A.T.I.B. Elettronica SRL, the data controller, will be processed in a printed or computerized form for contractual and legal requirements, and to enable an effective management of the business relationships.
20-2 The e-mail addresses provided may be used by the company in order to send advertising material concerning services similar to those that are the subject of the current business relationship. Failure to provide data, where not compulsory, will be evaluated from time to time by the data controller and will result in decisions made in relation to the importance of the data requested for the management of the business relationship.
20-3 The data may be communicated in Italy and/or abroad, exclusively for contractual purposes and for the fulfillment of the related legal obligations, including those of a fiscal or accounting nature.
20-4 The data subject can exercise all the rights available pursuant to art. 7 of Legislative Decree 196/2003 (including the rights of accessing, correcting, updating and opposing the processing and of deletion). The data processor is A.T.I.B. Elettronica SRL.
21 – CODE OF ETHICS
21-1 A.T.I.B. Elettronica SRL has adopted a Code of Ethics that is available on the website www.atibelettronica.it.
21-2 The Customer, by signing the Agreement, confirms having read and agreed to the requirements and the ethical principles set out in the “Code of Ethics” adopted by A.T.I.B. Elettronica SRL, which determines the values by which the company is guided in the pursuit of its objectives and to avoid the offenses identified in Legislative Decree 231/2001 and subsequent amendments and additions. The Customer agrees not to offer, neither directly nor indirectly, and confirms that it is not aware of any third parties directly or indirectly offering, payments, gifts or other favors to its Customers or to public officers, or agents, directors or employees of A.T.I.B. Elettronica SRL or to other third parties in ways that are contrary to the law, directives, and standards of conduct (such as but not limited to the Foreign Corrupt Practices Act [FCPA] – the U.S. law on the corruption of public officials) and undertakes to comply with all the relevant laws, rules of conduct, ordinances and anti-corruption regulations.
May 9, 2023