GENERAL TERMS AND CONDITIONS
1. NATURE, VALIDITY, EFFECTIVENESS OF THE GENERAL CONDITIONS
These general conditions of contract (General Conditions) govern, as applicable from time to time, any agreement (Contract) entered into/executed in Italy or abroad between a Client (Client or Party) and Stagnoli TG s.r.l. (Stagnoli or Party), with registered office in 25017 Lonato del Garda (BS) Via Mantova, I Traversa, 105 a/b (Client and Stagnoli jointly Parties) relating to:- the supply of standard products (for example: cylindrical gears, pinions, pulleys, etc.), standard accessories (for example: racks, traffic lights, sensors etc.), special/customised products and accessories (for example: gears or other with various markings, holes and customisations) and/or- the design and construction of injection moulds for thermoplastic materials and/or production of gears, gear reducers, transmission parts and technical details, customised parts and/or- any other connected or unconnected arrangements regarding consultancy, technical assistance, moulding also under toll manufacturing arrangements, and provision of ancillary services.The General Conditions are understood to be known and accepted without reservation upon the conclusion of the Contract, and they form an integral part of the Contract itself. The Client waives any general conditions used and applied by the same. Any special conditions and/or exceptions and/or changes to the General Conditions (Special Conditions) must be agreed in writing.For anything not established in the General Conditions or in the Contract, the rules of the Italian Civil Code apply.The original text of the General Conditions is drawn up in Italian. The original text may also be translated by Stagnoli into foreign language(s) in order to facilitate the dissemination of the provisions contained therein and without this in any way invalidating, between the parties, the exclusive validity of the text drawn up in Italian.
The General Conditions may be consulted on the Stagnoli website at www.stagnoli.com.
2. CONCLUSION OF THE CONTRACT
Stagnoli, with the possible participation and contribution of the Client and on the basis of any order of the Client (Order) and/or the indications of the Client and/or information and documents transmitted by the latter, will prepare the offer (Offer) with price, timing and any Special Conditions, and submit it to the Client.With the Offer, Stagnoli may modify, in whole or in part, the Order, taking into account the availability of stock and/or the current production capacity and/or for any other reason.Failure by Stagnoli to explicitly formulate the Offer cannot in any case be considered as tacit acceptance of the Order or of any proposal by the Client, however formulated.The Offer has a maximum validity of 30 calendar days, after which it will automatically become ineffective, and it will no longer be possible to proceed with the acceptance, unless otherwise indicated by Stagnoli.
The Contract is finalised when Stagnoli receives, including by email, the written acceptance of the Offer by the Client (Acceptance). Acceptance also automatically implies acceptance of the General Conditions.
3. PRICE AND EXPENSES
The fee (Price) must be paid, subject to the issuance by Stagnoli of the relevant tax document, in the following ways, subject to the Special Conditions:
30% of the Price at the conclusion of the Contract;
70% of the Price in instalments to be determined in the Contract based on the activity, characteristics and timing of the service, and in any case no later than the complete execution of the service.
Stagnoli reserves the right to modify the Price when there is a well-founded reason, which occurred and was not foreseeable at the time of the Offer/Order (for example: increase in the cost of raw materials and/or suppliers and/or transport, price list variation, the need/request for changes, additional activities, consultancy, maintenance, technical assistance, etc.). In addition to paying the Price, the Client must reimburse Stagnoli for any expenses (Expenses) for tests, trips, reproductions of the drawings and anything else required and not foreseen for the ordinary operations. The Price does not include any costs for packaging, customs charges, assembly costs, or testing or commissioning, which remain the responsibility of the Client.Each payment must be made within 30 days of the end of the month of the invoice date, unless otherwise indicated in the tax document.In the event of late payment, the default interest referred to in art. 4 of Legislative Decree 231/2002 will be applied.In the event of late/non-payment/partial payment, even of a single instalment, Stagnoli shall have the right to suspend the execution of the Contract, without prejudice to the right to terminate the Contract itself.
4. EXECUTION OF THE SERVICE
The Parties shall execute the Contract in compliance with the principle of fairness and good faith.The terms for the execution of the Contract are applicable from the conclusion of the Contract. In the event of changes agreed in writing by the Parties, the terms may be extended in consequence.
5. DATA, INFORMATION, DOCUMENTS
For the purposes of the correct and timely execution of the Contract, the Client shall send Stagnoli all the necessary information in writing, including, by way of example, the design idea, a description of the technical characteristics and functional specifications, any drawings, any other elements, documents and/or notices useful for the execution of the Contract. After the conclusion of the Contract, the Client may send Stagnoli in writing, in time for the correct and timely execution of the Contract, any additional/supplementary data/information/documents, indicating whether/how such clarifications supplement/replace/modify those previously transmitted.Stagnoli reserves the right to request additional data/information/documents if those provided by the Client are not sufficient; in the absence of timely written feedback from the Client, Stagnoli suspends execution and may terminate the Contract. Stagnoli is not in any case responsible for any delays and in general for the execution of the Contract in relation to the failure by the Client to communicate the necessary/required data/information/documents.If the additional clarifications, at the initiative of the Client or at the request of Stagnoli, involve changes that affect the times and/or costs and/or Price, Stagnoli will send the Client an updated estimate of the times, costs and Price, which shall be considered as accepted unless the Client expressly refuses within 5 (five) days. In the event of express refusal, Stagnoli may terminate the Contract without prejudice to the right to compensation for damage.Payment of any extra fee must be made in advance in a single instalment, subject to the issuance by Stagnoli of the relevant tax document.
6. AMENDMENTS AND VARIATIONS
The Client may request partial changes to the subject of the service during the initial/design phase and in any case before the start of the execution of the service. During the execution and/or production phase, the Client may only request changes for proven technical and industrial reasons.Stagnoli will inform the Client if it intends to accept the changes. In any event, Stagnoli may reject the changes without incurring liability.If the additional clarifications, at the initiative of the Client or at the request of Stagnoli, involve changes that affect the timings and/or costs and/or the Price, Stagnoli will send the Client an updated estimate of the times, costs and Price, which shall be considered as accepted unless the Client expressly refuses within 5 (five) days. In the event of express refusal, Stagnoli may terminate the Contract without prejudice to the right to compensation for damage.Payment of any extra fees must be made in advance in a single instalment, subject to the issuance by Stagnoli of the relevant tax document.
7. MOULDING UNDER TOLL MANUFACTURING ARRANGEMENTS
The Client may entrust Stagnoli with the mould under toll manufacturing arrangements. In this case, an annual or multi-year production batch, its fee and the scheduling of deliveries, must be determined. The batch may not be less than 1000 units per year. The Client remains obliged to pay for the agreed batch even if production is suspended/cancelled/postponed.At the end of the production period, the Client is obliged to collect the mould within 15 (fifteen) days; in the event of non-collection, Stagnoli may dispose of the mould, without prejudice to the right to payment of the related costs and without prejudice to compensation for further damage.Once the deadline for termination has expired, Stagnoli will not in any case be responsible for the loss/damage of the mould.
8. DELIVERY
Stagnoli will proceed with the delivery if the Client is in line with its payment obligations, otherwise Stagnoli has the right to suspend delivery without incurring liability also for any loss/damage.In case of delay in delivery by Stagnoli, the Client may not refuse the collection of the goods and/or the payment of the Price. If it can foresee the delay, Stagnoli will inform the Client, indicating a new delivery date. In any case, the Client waives all claims for termination, compensation or restitution. The Client will collect the goods within 15 (fifteen) days of Stagnoli’s notice of availability. In case of delay, Stagnoli is entitled to payment of the entire Price and costs related to storage at the Stagnoli or third-party warehouses or at the carrier. This will be done in any case without prejudice to Stagnoli’s right to terminate the Contract by withholding what has already been collected; Stagnoli is also entitled to compensation for further damage. The delivery will take place ex-factory Stagnoli, at the Lonato del Garda plant or other secondary office that will be indicated to the Client. With the delivery, all risks are transferred to the Client. The cost of the carrier, if anticipated by Stagnoli, will be charged on the invoice to the Client. The transport will be covered by the carrier’s insurance policy.
9. TERMINATION
If it cannot provide the service for any reason (for example: impossibility due to unforeseeable circumstances or force majeure, catalogue changes, express refusal of the Client to pay additional fees, request for changes/variants that are not feasible, etc.) Stagnoli may freely terminate the Contract.In this case, Stagnoli will notify the Client in writing that it intends to exercise the right of termination.Stagnoli will in any case be entitled to retain what has already been collected and to obtain payment of any monies due for the activity carried out up to the time of termination.The Client may not terminate the contract and remains in any case obliged to pay the full Price, in addition to compensation for damages.
10. EXPRESS TERMINATION CLAUSE
The Contract will be automatically terminated pursuant to art. 1456 of the Italian Civil Code:
if the Client does not provide the data, information and documents necessary for the execution of the Contract;
if the Client does not cooperate in the execution of the Contract;if the Client does not pay by the agreed deadlines,
or if he pays late and/or in part;
if the Client does not collect the goods within 15 (fifteen) days of the notice of availability.
If Stagnoli intends to make use of this termination clause, it must notify the Client in writing.In this case, Stagnoli is in any case entitled to retain what has already been received and to obtain payment of the amount due for the activity carried out up to the time of termination, without prejudice to compensation for damage.
11. INTELLECTUAL PROPERTY
All drawings and technical documents sent by one Party to the other under the Contract shall remain the property of the Party that sent them. The use, copying, reproduction, as well as transmission and communication to third parties, without the consent of the interested party, are prohibited.Each Party may not use drawings, technical documents or other technical information received under the Contract or make any use of them other than for which they were sent, without the consent of the other Party. Stagnoli reserves the right to be recognised as the author of the project (Designer) and/or supplier of the product (Supplier). The Client must clearly and visibly indicate the name of Stagnoli as Designer/Supplier, including in any technical and industry-related communications. Any reproduction/use/dissemination by the Client and/or third parties of the projects and any relevant information/documentation, not expressly authorised by Stagnoli, is prohibited. Stagnoli may in any event oppose any use or disclosure of the projects such as to damage their prestige and reputation, without prejudice in any case to the right to compensation for damage. Stagnoli, having recourse to the legal conditions, remains the exclusive owner of the right to patent/protect intellectual/industrial property rights in any way.Stagnoli guarantees to be the owner or in any event to have the full and free enjoyment of the registered trademarks that may distinguish the products and/or certain components. It is expressly forbidden to remove, delete, integrate, alter in any way or replace with others, the trademarks, abbreviations and other distinctive signs affixed to the products and/or components and/or packaging.It is expressly forbidden to reproduce (in whole or in part) the trademarks and other distinctive signs owned by Stagnoli, as well as to use them in any other way for any third party’s own purposes.It is expressly forbidden to reproduce, copy or otherwise imitate the products patented by or on behalf of Stagnoli or protected by other industrial or intellectual property rights in favour of Stagnoli.
12. FAULTS AND DEFECTS
Any complaints regarding faults and defects and/or non-conformities and/or other issues must be promptly formulated in writing within the terms of the law and sent to Stagnoli by registered letter with return receipt or via a certified email address. Any complaints or disputes or findings of the Client do not in any case entitle the Client to suspend or in any case delay the payments provided for in the Contract.
13. WARRANTIES AND LIABILITIES
Stagnoli guarantees compliance with technical specifications and use as well as compliance with current standards and regulations.Stagnoli is in no way responsible for the fulfilment of any of its projects carried out by the Client or by third parties, nor is it liable for any related damages and must be indemnified and held harmless by the Client for any possible prejudicial consequences.Stagnoli is in no way responsible to the Client or to third parties for the use that the Client or a third party may make of the products outside and for purposes unrelated to the Contract or for unknown/undeclared/hidden uses. In this regard, Stagnoli shall be indemnified and held harmless by the Client for any prejudicial consequences.In any case, Stagnoli is not liable for any malfunctioning or any harmful consequences deriving from modifications provided by the Client and or third parties to Stagnoli’s projects and/or products, or any implementation of modifications requested by the Client and not shared by Stagnoli. Stagnoli is not liable for any defects/malfunctions deriving from or in any case connected to causes not attributable to it, such as incorrect/improper use, inappropriate/inadequate maintenance, incorrect installation or poor repair, modifications made without the written consent of Stagnoli, design errors of the Client or third parties, wear, deterioration, etc.If an event occurs that may potentially be considered as a liability of Stagnoli, the Client must promptly inform Stagnoli, no later than 8 (eight) days from the event or from when he knew or ought to have known it. Failing that, Stagnoli cannot be held liable and the Client will not be entitled to any compensation/indemnity from Stagnoli. The Client will take the most appropriate measures to avoid and/or contain damage resulting from any defects/faults/malfunctioning.In any case, the Parties expressly acknowledge that the Price represents the maximum limit of any economic liability of Stagnoli.Stagnoli is never liable to the Client for non-production, loss of profit/gain, non-use, loss of chances or for any other indirect loss or any indirect damage.
14. FORCE MAJEURE
Stagnoli is not liable in cases where the execution of the Contract becomes impossible or excessively burdensome due to force majeure. Force majeure means, by way of example, the following circumstances beyond the control of the Parties: trade union disputes, fire, war event, embargo, military mobilisation, insurrection, confiscation, blockade, restrictions on the use of energy, restrictions on currency and exports, epidemics, natural disasters, extreme natural events, acts of terrorism, as well as setbacks, errors or delays in deliveries by subcontractors, which are caused by any of the circumstances mentioned in this clause. In such cases, Stagnoli may suspend the execution of the Contract until the termination of force majeure within a reasonable timeframe and in any case for a period not exceeding 3 (three) months; after which it has the right to terminate.
15. PROHIBITION OF TRANSFER AND COLLABORATION OF THIRD PARTIES
The Contract, the rights deriving from it and the related receivables may not be assigned by the Client to third parties, either in whole or in part.The Client expressly accepts that Stagnoli may avail itself of the collaboration of third parties for the execution of the Contract.
16. APPLICABLE LAW AND JURISDICTION
The Contract, including any subsequent amendments/additions, is governed by Italian Law.For all disputes relating to the interpretation, application, execution of the Contract, the Court of Brescia shall have exclusive jurisdiction.
17. CONFIDENTIALITY
The Contract and any data/information/document concerning the Contract are confidential. The Parties undertake not to disclose to third parties the existence of the Contract, the terms and conditions contained therein, and/or the individual methods of implementation thereof, except in the event that the dissemination is required by law, is authorized in writing by the other Party or is necessary for judicial protection.The duty of confidentiality borne by the Parties also concerns their collaborators and any third parties appointed by the Parties themselves and will continue even after the execution of the Contract, for 2 (two) years.
18. PRIVACY POLICY
All information relating to the processing of the Client’s personal data can be obtained by consulting the Stagnoli website at www.stagnoli.com and is fully referred to in the Offer.Acceptance also automatically implies consent to the processing of data in accordance with the law. The information and personal data will be processed in compliance with the laws in force regarding the protection and processing of personal data. Personal and commercial data relating to the Contract will be collected and stored at Stagnoli in order to comply with legal obligations. In the event of refusal to provide personal and tax data, Stagnoli will be unable to execute the Contract.
19. VEXATIOUS CLAUSES
Acceptance automatically entails the specific approval under the law of the provisions relating to: Stagnoli’s right to terminate the Contract (see Articles 5, 6, 9, 14) and to suspend its execution (see Articles 3, 5, 8, 14), Stagnoli’s limitations of liability (see Articles 6, 7, 13, 14), forfeitures borne by the Client (see Articles 5, 6, 13), limitations on the Client’s right to object (see Articles 5, 6, 7, 8, 9, 12, 13), Client’s restrictions on contractual freedom in relations with third parties (see Article 15).
20. MISCELLANEOUS
The Contract replaces any previous agreement between the Parties contained in any oral or written agreements relating to the subject of the Contract itself.The invalidity and/or ineffectiveness of one or part of the clauses of the Contract does not imply the invalidity and/or ineffectiveness of the same, which will continue to remain in force and bind the Parties for the part not affected by said invalidity and/or ineffectiveness.The failure, the partial or delayed exercise of any right, or any power or faculty provided for in the Contract, does not constitute for the Parties in any way a waiver of the same, nor does it waive the right to demand the correct fulfilment of the obligations thereby assumed. The Agreement may not be amended or supplemented without the written consent of both Parties.
These general conditions of contract (General Conditions) govern, as applicable from time to time, any agreement (Contract) entered into/executed in Italy or abroad between a Client (Client or Party) and Stagnoli TG s.r.l. (Stagnoli or Party), with registered office in 25017 Lonato del Garda (BS) Via Mantova, I Traversa, 105 a/b (Client and Stagnoli jointly Parties) relating to:- the supply of standard products (for example: cylindrical gears, pinions, pulleys, etc.), standard accessories (for example: racks, traffic lights, sensors etc.), special/customised products and accessories (for example: gears or other with various markings, holes and customisations) and/or- the design and construction of injection moulds for thermoplastic materials and/or production of gears, gear reducers, transmission parts and technical details, customised parts and/or- any other connected or unconnected arrangements regarding consultancy, technical assistance, moulding also under toll manufacturing arrangements, and provision of ancillary services.The General Conditions are understood to be known and accepted without reservation upon the conclusion of the Contract, and they form an integral part of the Contract itself. The Client waives any general conditions used and applied by the same. Any special conditions and/or exceptions and/or changes to the General Conditions (Special Conditions) must be agreed in writing.For anything not established in the General Conditions or in the Contract, the rules of the Italian Civil Code apply.The original text of the General Conditions is drawn up in Italian. The original text may also be translated by Stagnoli into foreign language(s) in order to facilitate the dissemination of the provisions contained therein and without this in any way invalidating, between the parties, the exclusive validity of the text drawn up in Italian.
The General Conditions may be consulted on the Stagnoli website at www.stagnoli.com.
2. CONCLUSION OF THE CONTRACT
Stagnoli, with the possible participation and contribution of the Client and on the basis of any order of the Client (Order) and/or the indications of the Client and/or information and documents transmitted by the latter, will prepare the offer (Offer) with price, timing and any Special Conditions, and submit it to the Client.With the Offer, Stagnoli may modify, in whole or in part, the Order, taking into account the availability of stock and/or the current production capacity and/or for any other reason.Failure by Stagnoli to explicitly formulate the Offer cannot in any case be considered as tacit acceptance of the Order or of any proposal by the Client, however formulated.The Offer has a maximum validity of 30 calendar days, after which it will automatically become ineffective, and it will no longer be possible to proceed with the acceptance, unless otherwise indicated by Stagnoli.
The Contract is finalised when Stagnoli receives, including by email, the written acceptance of the Offer by the Client (Acceptance). Acceptance also automatically implies acceptance of the General Conditions.
3. PRICE AND EXPENSES
The fee (Price) must be paid, subject to the issuance by Stagnoli of the relevant tax document, in the following ways, subject to the Special Conditions:
30% of the Price at the conclusion of the Contract;
70% of the Price in instalments to be determined in the Contract based on the activity, characteristics and timing of the service, and in any case no later than the complete execution of the service.
Stagnoli reserves the right to modify the Price when there is a well-founded reason, which occurred and was not foreseeable at the time of the Offer/Order (for example: increase in the cost of raw materials and/or suppliers and/or transport, price list variation, the need/request for changes, additional activities, consultancy, maintenance, technical assistance, etc.). In addition to paying the Price, the Client must reimburse Stagnoli for any expenses (Expenses) for tests, trips, reproductions of the drawings and anything else required and not foreseen for the ordinary operations. The Price does not include any costs for packaging, customs charges, assembly costs, or testing or commissioning, which remain the responsibility of the Client.Each payment must be made within 30 days of the end of the month of the invoice date, unless otherwise indicated in the tax document.In the event of late payment, the default interest referred to in art. 4 of Legislative Decree 231/2002 will be applied.In the event of late/non-payment/partial payment, even of a single instalment, Stagnoli shall have the right to suspend the execution of the Contract, without prejudice to the right to terminate the Contract itself.
4. EXECUTION OF THE SERVICE
The Parties shall execute the Contract in compliance with the principle of fairness and good faith.The terms for the execution of the Contract are applicable from the conclusion of the Contract. In the event of changes agreed in writing by the Parties, the terms may be extended in consequence.
5. DATA, INFORMATION, DOCUMENTS
For the purposes of the correct and timely execution of the Contract, the Client shall send Stagnoli all the necessary information in writing, including, by way of example, the design idea, a description of the technical characteristics and functional specifications, any drawings, any other elements, documents and/or notices useful for the execution of the Contract. After the conclusion of the Contract, the Client may send Stagnoli in writing, in time for the correct and timely execution of the Contract, any additional/supplementary data/information/documents, indicating whether/how such clarifications supplement/replace/modify those previously transmitted.Stagnoli reserves the right to request additional data/information/documents if those provided by the Client are not sufficient; in the absence of timely written feedback from the Client, Stagnoli suspends execution and may terminate the Contract. Stagnoli is not in any case responsible for any delays and in general for the execution of the Contract in relation to the failure by the Client to communicate the necessary/required data/information/documents.If the additional clarifications, at the initiative of the Client or at the request of Stagnoli, involve changes that affect the times and/or costs and/or Price, Stagnoli will send the Client an updated estimate of the times, costs and Price, which shall be considered as accepted unless the Client expressly refuses within 5 (five) days. In the event of express refusal, Stagnoli may terminate the Contract without prejudice to the right to compensation for damage.Payment of any extra fee must be made in advance in a single instalment, subject to the issuance by Stagnoli of the relevant tax document.
6. AMENDMENTS AND VARIATIONS
The Client may request partial changes to the subject of the service during the initial/design phase and in any case before the start of the execution of the service. During the execution and/or production phase, the Client may only request changes for proven technical and industrial reasons.Stagnoli will inform the Client if it intends to accept the changes. In any event, Stagnoli may reject the changes without incurring liability.If the additional clarifications, at the initiative of the Client or at the request of Stagnoli, involve changes that affect the timings and/or costs and/or the Price, Stagnoli will send the Client an updated estimate of the times, costs and Price, which shall be considered as accepted unless the Client expressly refuses within 5 (five) days. In the event of express refusal, Stagnoli may terminate the Contract without prejudice to the right to compensation for damage.Payment of any extra fees must be made in advance in a single instalment, subject to the issuance by Stagnoli of the relevant tax document.
7. MOULDING UNDER TOLL MANUFACTURING ARRANGEMENTS
The Client may entrust Stagnoli with the mould under toll manufacturing arrangements. In this case, an annual or multi-year production batch, its fee and the scheduling of deliveries, must be determined. The batch may not be less than 1000 units per year. The Client remains obliged to pay for the agreed batch even if production is suspended/cancelled/postponed.At the end of the production period, the Client is obliged to collect the mould within 15 (fifteen) days; in the event of non-collection, Stagnoli may dispose of the mould, without prejudice to the right to payment of the related costs and without prejudice to compensation for further damage.Once the deadline for termination has expired, Stagnoli will not in any case be responsible for the loss/damage of the mould.
8. DELIVERY
Stagnoli will proceed with the delivery if the Client is in line with its payment obligations, otherwise Stagnoli has the right to suspend delivery without incurring liability also for any loss/damage.In case of delay in delivery by Stagnoli, the Client may not refuse the collection of the goods and/or the payment of the Price. If it can foresee the delay, Stagnoli will inform the Client, indicating a new delivery date. In any case, the Client waives all claims for termination, compensation or restitution. The Client will collect the goods within 15 (fifteen) days of Stagnoli’s notice of availability. In case of delay, Stagnoli is entitled to payment of the entire Price and costs related to storage at the Stagnoli or third-party warehouses or at the carrier. This will be done in any case without prejudice to Stagnoli’s right to terminate the Contract by withholding what has already been collected; Stagnoli is also entitled to compensation for further damage. The delivery will take place ex-factory Stagnoli, at the Lonato del Garda plant or other secondary office that will be indicated to the Client. With the delivery, all risks are transferred to the Client. The cost of the carrier, if anticipated by Stagnoli, will be charged on the invoice to the Client. The transport will be covered by the carrier’s insurance policy.
9. TERMINATION
If it cannot provide the service for any reason (for example: impossibility due to unforeseeable circumstances or force majeure, catalogue changes, express refusal of the Client to pay additional fees, request for changes/variants that are not feasible, etc.) Stagnoli may freely terminate the Contract.In this case, Stagnoli will notify the Client in writing that it intends to exercise the right of termination.Stagnoli will in any case be entitled to retain what has already been collected and to obtain payment of any monies due for the activity carried out up to the time of termination.The Client may not terminate the contract and remains in any case obliged to pay the full Price, in addition to compensation for damages.
10. EXPRESS TERMINATION CLAUSE
The Contract will be automatically terminated pursuant to art. 1456 of the Italian Civil Code:
if the Client does not provide the data, information and documents necessary for the execution of the Contract;
if the Client does not cooperate in the execution of the Contract;if the Client does not pay by the agreed deadlines,
or if he pays late and/or in part;
if the Client does not collect the goods within 15 (fifteen) days of the notice of availability.
If Stagnoli intends to make use of this termination clause, it must notify the Client in writing.In this case, Stagnoli is in any case entitled to retain what has already been received and to obtain payment of the amount due for the activity carried out up to the time of termination, without prejudice to compensation for damage.
11. INTELLECTUAL PROPERTY
All drawings and technical documents sent by one Party to the other under the Contract shall remain the property of the Party that sent them. The use, copying, reproduction, as well as transmission and communication to third parties, without the consent of the interested party, are prohibited.Each Party may not use drawings, technical documents or other technical information received under the Contract or make any use of them other than for which they were sent, without the consent of the other Party. Stagnoli reserves the right to be recognised as the author of the project (Designer) and/or supplier of the product (Supplier). The Client must clearly and visibly indicate the name of Stagnoli as Designer/Supplier, including in any technical and industry-related communications. Any reproduction/use/dissemination by the Client and/or third parties of the projects and any relevant information/documentation, not expressly authorised by Stagnoli, is prohibited. Stagnoli may in any event oppose any use or disclosure of the projects such as to damage their prestige and reputation, without prejudice in any case to the right to compensation for damage. Stagnoli, having recourse to the legal conditions, remains the exclusive owner of the right to patent/protect intellectual/industrial property rights in any way.Stagnoli guarantees to be the owner or in any event to have the full and free enjoyment of the registered trademarks that may distinguish the products and/or certain components. It is expressly forbidden to remove, delete, integrate, alter in any way or replace with others, the trademarks, abbreviations and other distinctive signs affixed to the products and/or components and/or packaging.It is expressly forbidden to reproduce (in whole or in part) the trademarks and other distinctive signs owned by Stagnoli, as well as to use them in any other way for any third party’s own purposes.It is expressly forbidden to reproduce, copy or otherwise imitate the products patented by or on behalf of Stagnoli or protected by other industrial or intellectual property rights in favour of Stagnoli.
12. FAULTS AND DEFECTS
Any complaints regarding faults and defects and/or non-conformities and/or other issues must be promptly formulated in writing within the terms of the law and sent to Stagnoli by registered letter with return receipt or via a certified email address. Any complaints or disputes or findings of the Client do not in any case entitle the Client to suspend or in any case delay the payments provided for in the Contract.
13. WARRANTIES AND LIABILITIES
Stagnoli guarantees compliance with technical specifications and use as well as compliance with current standards and regulations.Stagnoli is in no way responsible for the fulfilment of any of its projects carried out by the Client or by third parties, nor is it liable for any related damages and must be indemnified and held harmless by the Client for any possible prejudicial consequences.Stagnoli is in no way responsible to the Client or to third parties for the use that the Client or a third party may make of the products outside and for purposes unrelated to the Contract or for unknown/undeclared/hidden uses. In this regard, Stagnoli shall be indemnified and held harmless by the Client for any prejudicial consequences.In any case, Stagnoli is not liable for any malfunctioning or any harmful consequences deriving from modifications provided by the Client and or third parties to Stagnoli’s projects and/or products, or any implementation of modifications requested by the Client and not shared by Stagnoli. Stagnoli is not liable for any defects/malfunctions deriving from or in any case connected to causes not attributable to it, such as incorrect/improper use, inappropriate/inadequate maintenance, incorrect installation or poor repair, modifications made without the written consent of Stagnoli, design errors of the Client or third parties, wear, deterioration, etc.If an event occurs that may potentially be considered as a liability of Stagnoli, the Client must promptly inform Stagnoli, no later than 8 (eight) days from the event or from when he knew or ought to have known it. Failing that, Stagnoli cannot be held liable and the Client will not be entitled to any compensation/indemnity from Stagnoli. The Client will take the most appropriate measures to avoid and/or contain damage resulting from any defects/faults/malfunctioning.In any case, the Parties expressly acknowledge that the Price represents the maximum limit of any economic liability of Stagnoli.Stagnoli is never liable to the Client for non-production, loss of profit/gain, non-use, loss of chances or for any other indirect loss or any indirect damage.
14. FORCE MAJEURE
Stagnoli is not liable in cases where the execution of the Contract becomes impossible or excessively burdensome due to force majeure. Force majeure means, by way of example, the following circumstances beyond the control of the Parties: trade union disputes, fire, war event, embargo, military mobilisation, insurrection, confiscation, blockade, restrictions on the use of energy, restrictions on currency and exports, epidemics, natural disasters, extreme natural events, acts of terrorism, as well as setbacks, errors or delays in deliveries by subcontractors, which are caused by any of the circumstances mentioned in this clause. In such cases, Stagnoli may suspend the execution of the Contract until the termination of force majeure within a reasonable timeframe and in any case for a period not exceeding 3 (three) months; after which it has the right to terminate.
15. PROHIBITION OF TRANSFER AND COLLABORATION OF THIRD PARTIES
The Contract, the rights deriving from it and the related receivables may not be assigned by the Client to third parties, either in whole or in part.The Client expressly accepts that Stagnoli may avail itself of the collaboration of third parties for the execution of the Contract.
16. APPLICABLE LAW AND JURISDICTION
The Contract, including any subsequent amendments/additions, is governed by Italian Law.For all disputes relating to the interpretation, application, execution of the Contract, the Court of Brescia shall have exclusive jurisdiction.
17. CONFIDENTIALITY
The Contract and any data/information/document concerning the Contract are confidential. The Parties undertake not to disclose to third parties the existence of the Contract, the terms and conditions contained therein, and/or the individual methods of implementation thereof, except in the event that the dissemination is required by law, is authorized in writing by the other Party or is necessary for judicial protection.The duty of confidentiality borne by the Parties also concerns their collaborators and any third parties appointed by the Parties themselves and will continue even after the execution of the Contract, for 2 (two) years.
18. PRIVACY POLICY
All information relating to the processing of the Client’s personal data can be obtained by consulting the Stagnoli website at www.stagnoli.com and is fully referred to in the Offer.Acceptance also automatically implies consent to the processing of data in accordance with the law. The information and personal data will be processed in compliance with the laws in force regarding the protection and processing of personal data. Personal and commercial data relating to the Contract will be collected and stored at Stagnoli in order to comply with legal obligations. In the event of refusal to provide personal and tax data, Stagnoli will be unable to execute the Contract.
19. VEXATIOUS CLAUSES
Acceptance automatically entails the specific approval under the law of the provisions relating to: Stagnoli’s right to terminate the Contract (see Articles 5, 6, 9, 14) and to suspend its execution (see Articles 3, 5, 8, 14), Stagnoli’s limitations of liability (see Articles 6, 7, 13, 14), forfeitures borne by the Client (see Articles 5, 6, 13), limitations on the Client’s right to object (see Articles 5, 6, 7, 8, 9, 12, 13), Client’s restrictions on contractual freedom in relations with third parties (see Article 15).
20. MISCELLANEOUS
The Contract replaces any previous agreement between the Parties contained in any oral or written agreements relating to the subject of the Contract itself.The invalidity and/or ineffectiveness of one or part of the clauses of the Contract does not imply the invalidity and/or ineffectiveness of the same, which will continue to remain in force and bind the Parties for the part not affected by said invalidity and/or ineffectiveness.The failure, the partial or delayed exercise of any right, or any power or faculty provided for in the Contract, does not constitute for the Parties in any way a waiver of the same, nor does it waive the right to demand the correct fulfilment of the obligations thereby assumed. The Agreement may not be amended or supplemented without the written consent of both Parties.